Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Pinnacle Venture Capital Management LLC, a Delaware limited liability company (the "GP"), in its capacity as the general partner of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund"), in connection with the negotiation, preparation, and documentation

2. Scope of Representation The scope of Calderwood & Harkness's engagement in connection with the Fund's side letter program and MFN election framework shall encompass the following: (a) Anchor Limited Partner Side Letter Agreements Calderwood & Harkness will draft, negotiate, and finalize individual side letter agreements (each, a "Side Letter") with the following three anchor limited partners of the Fund (collectiv

3. Matters Outside the Scope of Engagement The GP and the Firm acknowledge and agree that the following matters are expressly outside the scope of this engagement and are not included in the services to be provided by Calderwood & Harkness hereunder: (a) The drafting, negotiation, or review of the LPA itself, or any amendments or restatements thereto; (b) The preparation, drafting, or review of the Fund's private pla

4. Engagement Team The following attorneys will comprise the Calderwood & Harkness engagement team for this matter: The GP's primary day-to-day contact for the engagement will be Owen Fischer. For strategic and client relationship matters, the GP may contact Nicholas Stern directly. The Firm may, from time to time, assign additional attorneys or professional staff to the engagement as circumstances warrant, and will

5. Fees and Billing (a) Billing Rates Services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard 2025 billing rates, which are as follows: The foregoing billing rates are the Firm's standard rates in effect as of January 1, 2025. Billing rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will notify the G

6. Key Timeline and Milestones The following table sets forth the key dates and milestones currently anticipated for the engagement. These dates are targets based on the information available as of the date of this Engagement Letter and are subject to adjustment as circumstances warrant. Calderwood & Harkness will use commercially reasonable efforts to meet the foregoing timeline and milestones; however, the Firm not

7. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by the GP and the Fund in connection with this engagement, in accordance with the Firm's professional obligations under the California Rules of Professional Conduct and applicable law. The Firm will not disclose confidential information to any third party except as authorized by the GP, as required by law or court o

8. Conflicts of Interest Based on a conflicts check conducted by the Firm as of the date of this Engagement Letter, Calderwood & Harkness is not aware of any current conflict of interest that would preclude the Firm from undertaking this engagement in accordance with applicable rules of professional conduct. The Firm confirms that Calderwood & Harkness does not currently represent, and has not within the past twenty-

9. Client Identity and Authority The client in this engagement is Pinnacle Venture Capital Management LLC, in its capacity as the general partner of Pinnacle Venture Fund II LP. For the avoidance of doubt, Calderwood & Harkness does not represent, and this Engagement Letter does not create an attorney-client relationship with: (a) any individual limited partner of the Fund, including any of the Anchor LPs; (b) the Fu

10. Document Retention Calderwood & Harkness will retain all files and documents relating to this engagement in accordance with the Firm's standard document retention policies, as in effect from time to time. The Firm's current policy provides for the retention of closed engagement files for a minimum period of seven (7) years following the conclusion of the engagement, after which such files may be destroyed in the

11. Governing Law This Engagement Letter and the terms of the engagement described herein shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. The selection of Delaware law as the governing law for this Engagement Letter is consistent with the governing law provisions of the Side Letters, the LPA, and the Fund's organizatio

12. Termination Either the GP or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Termination of the engagement shall not relieve the GP of its obligation to pay all professional fees and disbursements incurred by the Firm through the effective date of termination, including any amounts reflected on invoices rendered prior to or after the date of termination for

13. Acceptance and Counterparts We respectfully request that the GP confirm its agreement to the terms and conditions of this Engagement Letter by having an authorized representative of the GP countersign a copy of this letter in the space provided below and return the executed copy to Calderwood & Harkness at the address set forth above, or by electronic transmission to Nicholas Stern at nstern@calderwoodharkness.co