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Contract analysis / closing-checklist-side-letter-package.docx
closing-checklist-side-letter-package.docx
High · 1
Medium · 4
Standard · 5
I. INTRODUCTION AND INSTRUCTIONS
I. INTRODUCTION AND INSTRUCTIONS This Closing Checklist (this "Checklist") has been prepared by Calderwood & Harkness LLP ("C&H") in its capacity as fund counsel to Pinnacle Venture Capital Management LLC (the "General Partner" or "GP"), the general partner of Pinnacle Venture Fund II LP (the "Fund" or "Fund II"), a Delaware limited partnership. The purpose of this Checklist is to track all deliverables required for
1. Cascadia Public Employees' Retirement System ("CPERS") — Capital commitment of $75,000
1. Cascadia Public Employees' Retirement System ("CPERS") — Capital commitment of $75,000,000, representing approximately 12.5% of the Fund's $600,000,000 target fund size. CPERS is a governmental pension plan organized under the laws of the State of Washington.
2. Northstar Endowment Partners LLC ("Northstar" or "NEP") — Capital commitment of $50,00
2. Northstar Endowment Partners LLC ("Northstar" or "NEP") — Capital commitment of $50,000,000, representing approximately 8.33% of the Fund's $600,000,000 target fund size. Northstar is a Delaware limited liability company that serves as the investment vehicle for the Veltrano University endowment's allocation to venture capital and growth equity.
3. Brindoval Family Office Holdings LP ("Brindoval") — Capital commitment of $40,000,000,
Standard
⚑ Commercial term
3. Brindoval Family Office Holdings LP ("Brindoval") — Capital commitment of $40,000,000, representing approximately 6.67% of the Fund's $600,000,000 target fund size. Brindoval is a Delaware limited partnership that functions as the principal investment vehicle for the Raines family single-family office. The total aggregate capital commitments from the three anchor limited partners at the First Close amount to $165,
II. EXECUTED SIDE LETTERS
Medium
⚑ Notice / time limit to track
II. EXECUTED SIDE LETTERS Item 1: Side Letter — Cascadia Public Employees' Retirement System Description: Execution copy of the Side Letter (the "CPERS Side Letter") between Pinnacle Venture Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, and Cascadia Public Employees' Retirement System, dated as of the First Close (January 15, 2026). The CPERS Side Letter sets forth certain
III. SIGNATURE PAGES
III. SIGNATURE PAGES Item 4: GP Signature Pages — All Side Letters Description: Signature pages executed by Pinnacle Venture Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, for each of the three anchor LP side letters described in Section II of this Checklist. Each signature page should reflect the execution by the General Partner of the applicable side letter and should be
IV. INCUMBENCY CERTIFICATES
IV. INCUMBENCY CERTIFICATES Item 8: Incumbency Certificate — Cascadia Public Employees' Retirement System Description: Certificate of incumbency identifying the authorized signatory or signatories of Cascadia Public Employees' Retirement System who are empowered to execute the CPERS Side Letter and all related Fund subscription and organizational documents on behalf of CPERS. The certificate should identify each auth
V. LP QUESTIONNAIRES AND SUBSCRIPTION AGREEMENTS (CROSS-REFERENCE)
V. LP QUESTIONNAIRES AND SUBSCRIPTION AGREEMENTS (CROSS-REFERENCE) The following items are tracked primarily on the main Fund Closing Checklist maintained by C&H. They are included in this Checklist on a cross-reference basis because the investor questionnaires contain representations and certifications that are directly relevant to the side letter provisions (e.g., CPERS's tax-exempt status under IRC § 115, Northsta
VI. GP ORGANIZATIONAL DOCUMENTS AND CERTIFICATES
Standard
⚑ Commercial term
VI. GP ORGANIZATIONAL DOCUMENTS AND CERTIFICATES Item 14: Secretary's / Officer's Certificate of the General Partner Description: Certificate executed by the secretary or an officer of Pinnacle Venture Capital Management LLC certifying the following matters as of the First Close Date: (a) That the managing members (or the board of managers, as applicable) of Pinnacle Venture Capital Management LLC have duly adopted r
VII. SEC REGISTRATION AND REGULATORY EVIDENCE
Standard
⚑ Commercial term
VII. SEC REGISTRATION AND REGULATORY EVIDENCE Item 18: Evidence of GP's SEC Registration under the Investment Advisers Act of 1940 Description: Copy of the current Form ADV (Parts 1 and 2, including Part 2A — Firm Brochure and Part 2B — Brochure Supplement) or other documentary evidence confirming that Pinnacle Venture Capital Management LLC is a registered investment adviser with the United States Securities and Exc
VIII. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Standard
⚑ Commercial term
VIII. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Item 19: Executed Amended and Restated Limited Partnership Agreement Description: Fully executed copy of the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of January 15, 2026 (the "LPA"). The LPA sets forth the comprehensive terms and conditions governing the Fund, including the rights and obligations of the General
IX. MOST FAVORED NATION ELECTION FRAMEWORK
Standard
⚑ Commercial term
IX. MOST FAVORED NATION ELECTION FRAMEWORK Item 20: MFN Election Procedures Letter Template — Finalization Description: Confirmation that the template most favored nation ("MFN") election procedures letter to be sent to MFN-eligible limited partners has been finalized and approved by the General Partner. The MFN procedures letter will be delivered to each MFN-eligible limited partner within fifteen (15) business days
X. FUND SERVICE PROVIDER CONFIRMATIONS (CROSS-REFERENCE)
High
⚑ Non-compete / exclusivity restraint
X. FUND SERVICE PROVIDER CONFIRMATIONS (CROSS-REFERENCE) The following items are tracked primarily on the main Fund Closing Checklist. They are included in this Checklist on a cross-reference basis because the service providers identified below will play a role in the administration of certain side letter provisions, including the calculation and billing of discounted management fees, the preparation of enhanced repo
XI. MISCELLANEOUS DELIVERABLES
Medium
⚑ Liability cap to check against exposure
XI. MISCELLANEOUS DELIVERABLES Item 25: Bring-Down Diligence — LP Entity Verification Description: Verification that each anchor limited partner's entity status is current and in good standing in its jurisdiction of organization as of a date reasonably close to the First Close Date. This bring-down diligence supplements the initial entity verification performed during the subscription process and ensures that no anch
XII. SUMMARY STATUS TABLE
XII. SUMMARY STATUS TABLE The following table provides a consolidated summary of all twenty-seven (27) items tracked on this Checklist, including the responsible party, target completion date, current status, and date of last update. This table should be updated regularly as items progress through draft, review, finalization, and execution.
XIII. KEY CONTACTS FOR CLOSING
XIII. KEY CONTACTS FOR CLOSING The following table identifies the key contacts for the First Close side letter package. All inquiries and document deliveries related to the items on this Checklist should be directed to the appropriate contact identified below. Telephone numbers and email addresses are on file with C&H and will be provided separately by secure communication.
XIV. NOTES AND ASSUMPTIONS
XIV. NOTES AND ASSUMPTIONS The following notes and assumptions are provided for context and should be considered in connection with the review and use of this Checklist:
1. Scope of This Checklist. This Checklist covers only the side letter package deliverabl
Medium
⚑ Liability cap to check against exposure
1. Scope of This Checklist. This Checklist covers only the side letter package deliverables for the three anchor limited partners participating at the First Close of Pinnacle Venture Fund II LP. The main Fund Closing Checklist (prepared and maintained separately by C&H) covers all other First Close deliverables, including but not limited to: (a) subscription agreements for all limited partners admitted at the First C
2. Governing Law. All documents described in this Checklist, including the LPA, the side
Medium
⚑ Forum / governing law
2. Governing Law. All documents described in this Checklist, including the LPA, the side letters, and the subscription agreements, are governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the substantive law of any other jurisdiction. Any disputes arising under the side letters or the LPA are subject to
3. Investment Company Act Exemption. The Fund is not registered as an investment company
3. Investment Company Act Exemption. The Fund is not registered as an investment company under the Investment Company Act of 1940, as amended, in reliance on the exemption from registration provided by Section 3(c)(1) of the 1940 Act or Section 3(c)(7) of the 1940 Act. The