Contract analysis

1. Introduction Pinnacle Venture Capital Management LLC, a Delaware limited liability company (the "General Partner" or "GP"), acting in its capacity as the general partner of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund"), is delivering this letter (this "Letter") to you in connection with your most favored nation election rights under your side letter agreement with the General Partner. Re

2. Defined Terms Capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to such terms in the LPA or the Side Letter, as applicable. In the event a term is defined in both the LPA and the Side Letter, the definition set forth in the Side Letter shall govern for purposes of this Letter, unless the context otherwise requires. For purposes of this Letter, the following terms shal

3. Description of the MFN Side Letter Compilation Enclosed as Exhibit A to this Letter is the MFN Side Letter Compilation. The MFN Side Letter Compilation sets forth, in redacted form, the material terms and provisions of the side letter agreements entered into between the General Partner, on behalf of the Fund, and other limited partners of the Fund in connection with such limited partners' respective capital commit

4. Excluded Provisions — Provisions Not Subject to Most Favored Nation Election The following categories of side letter provisions are "Excluded Provisions" and are not included in the MFN Side Letter Compilation and are not available for most favored nation election. The General Partner has determined, consistent with the terms of the LPA and the applicable side letter agreements, that these categories of provisions

5. Election Procedures 5.1 Reviewing the MFN Side Letter Compilation You should carefully review the MFN Side Letter Compilation enclosed as Exhibit A to this Letter. Each provision available for most favored nation election is listed therein with a unique section reference number (e.g., "SL-1," "SL-2," etc.) and a description of the substantive terms of such provision. You should review each available provision in t

6. Effect of Election Upon timely receipt of a valid and complete MFN Election Form from an electing Limited Partner, the General Partner shall, within [__] business days following the Election Deadline, prepare and deliver to the electing Limited Partner a supplemental side letter amendment (the "MFN Supplemental Side Letter") incorporating the provisions duly elected by such Limited Partner. The MFN Supplemental Si

7. Confidentiality The MFN Side Letter Compilation, the MFN Election Form, and the contents thereof constitute confidential information of the Fund and the General Partner. By accepting delivery of this Letter and the enclosed materials, the Limited Partner acknowledges and agrees to hold the MFN Side Letter Compilation, the MFN Election Form, and all terms, provisions, and information described therein or derived th

8. No Modification of Other Terms This Letter and any elections made hereunder do not, and shall not be deemed to, modify, amend, supplement, or waive any terms, provisions, rights, or obligations of the LPA or the Limited Partner's Side Letter, except as expressly set forth in any MFN Supplemental Side Letter duly executed and delivered in accordance with Section 6 above. Until such time as an MFN Supplemental Side

9. Governing Law This Letter and the rights and obligations of the parties arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof that would cause the application of the laws of any other jurisdiction.

10. Contact Information / Questions If you have any questions regarding this Letter, the MFN Side Letter Compilation, the MFN Election Form, or the election procedures described herein, please do not hesitate to contact: [Insert Name] [Insert Title] Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025 Telephone: [Insert Phone Number] Email: [Insert Email Address] Alternatively,