Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to analyze the structuring of the most favored nation ("MFN") election framework and to develop a comprehensive, LP-by-LP negotiation strategy for the three anchor investor side letters in connection with Pinnacle Venture Fund II LP (the "Fund"), a Delaware limited partnership managed by its general partner, Pinnacle Venture Capital Management LLC (the "GP"). Thi

II. BACKGROUND — FUND OVERVIEW AND ECONOMICS A. Fund Structure and Terms The Fund is organized as Pinnacle Venture Fund II LP, a Delaware limited partnership. The Certificate of Limited Partnership was filed with the Delaware Secretary of State on August 12, 2025 (File No. 7924813). The Fund's general partner is Pinnacle Venture Capital Management LLC, a Delaware limited liability company controlled by its Co-Founder

III. MOST FAVORED NATION ELECTION FRAMEWORK — STRUCTURAL DESIGN A. Overview and Policy Rationale The most favored nation clause is a standard feature in institutional fund side letters, particularly for anchor and early-closing investors. The MFN clause provides qualifying limited partners with the right to elect into more favorable terms that may be granted to other investors in the Fund, whether at the same closing

1. MFN Side Letter Compilation Following the Final Close of the Fund (targeted for July 15, 2026), the GP will prepare a redacted compilation of all side letter terms granted to any limited partner of the Fund (the "MFN Side Letter Compilation"). The compilation will be structured as a single reference document organized by provision category, and will be subject to the following parameters: • Redaction of LP identit

2. MFN Election Period Each MFN-eligible limited partner will have a period of thirty (30) calendar days following delivery of the MFN Side Letter Compilation to submit its MFN elections (the "MFN Election Period"). The following procedures will apply: • Election form. Each eligible LP wishing to exercise its MFN election right must complete and submit an MFN Election Form identifying the specific provisions it wishe

IV. EXCLUDED PROVISIONS — CATEGORIES AND RATIONALE A. Overview "Excluded Provisions" are categories of side letter terms that are carved out from the MFN election process. No limited partner may elect into an Excluded Provision through the MFN framework, regardless of the LP's commitment size or MFN eligibility. Excluded Provisions are omitted entirely from the MFN Side Letter Compilation and are not disclosed to MFN

V. LP-BY-LP NEGOTIATION STRATEGY AND PROVISION-LEVEL ANALYSIS A. Cascadia Public Employees' Retirement System (CPERS)

1. LP Profile CPERS is one of the largest public pension systems in the Pacific Northwest and represents the Fund's largest anchor commitment. The key profile details are as follows: • Full legal name: Cascadia Public Employees' Retirement System • Entity type: Washington State governmental pension plan, tax-exempt under Internal Revenue Code Section 115 • Headquarters: 700 NE Capitol Way, Olympia, Washington 98501 •

2. Key Requested Provisions and Recommended Treatment (a) Management Fee Reduction — 1.75% During Investment Period (25 bps discount). Classification: MFN-Eligible. CPERS has negotiated a management fee rate of 1.75% per annum on committed capital during the investment period, representing a 25-basis-point discount from the standard 2.0% rate. This is the deepest fee discount among the three anchor LPs and creates th

1. LP Profile NEP is an institutional-quality endowment vehicle with a well-established alternatives allocation program. The key profile details are as follows: • Full legal name: Northstar Endowment Partners LLC • Entity type: Delaware limited liability company; investment vehicle for the endowment of Veltrano University • Headquarters: 1 University Square, Suite 1400, Cambridge, Massachusetts 02138 • Director of Pr

2. Key Requested Provisions and Recommended Treatment (a) Management Fee Reduction — 1.85% During Investment Period (15 bps discount). Classification: MFN-Eligible. NEP has negotiated a management fee rate of 1.85% per annum on committed capital during the investment period, representing a 15-basis-point discount from the standard 2.0% rate. This discount is less aggressive than CPERS's 25-basis-point discount and pr