Extract to table

55), inclusive of accrued interest thereon; WHEREAS, the Sponsor holds 1,250,000 Class B ordinary shares of PVAC (the "Founder Shares"), which represent all of the issued and outstanding Class B ordinary shares of PVAC as of the date hereof; WHEREAS, Derek Holroyd and Samantha Briggs are the Managing Members of the Sponsor and serve, respectively, as Chief Executive Officer and Director, and Chief Financial Officer and Director, of PVAC; WHEREAS, as a condition and material inducement to HBT's willingness to enter into the Business Combination Agreement, the Sponsor Parties have agreed to enter into this Agreement to, among other things, (i) vote all Subject Shares (as defined herein) in favor of the Business Combination and the other transactions contemplated by the BCA, (ii) forfeit certain Founder Shares at the Closing, (iii) agree to lock-up restrictions on the Retained Shares following the Closing, (iv) waive certain anti-dilution, redemption, and trust account rights, and (v) undertake certain other covenants and obligations, all on the terms and subject to the conditions set forth herein; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement

As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiror" means Pinnacle Venture Acquisition Corp

"Lock-Up Period" means the period commencing on the Closing Date and ending on the date that is twelve (12) months after the Closing Date; provided, however, that the Lock-Up Period shall be subject to early release as set forth in Section 4

"Transferred" and "Transferring" shall have correlative meanings

In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement

1 shall apply to all 1,250,000 Founder Shares and to any additional equity securities of PVAC that may be acquired by any Sponsor Party from and after the date hereof and prior to the termination of this Agreement, whether acquired by purchase, conversion, exercise, exchange, or otherwise, and all such securities shall be deemed to be "Subject Shares" for all purposes of this Agreement