Contract analysis

Section 1: Management Fee Reduction 1.1 Notwithstanding the management fee provisions set forth in the Partnership Agreement (which provide for a standard management fee of 2.00% per annum calculated on each limited partner's committed capital during the Investment Period), the management fee payable by the Investor with respect to its Commitment shall be calculated as follows: (a) During the Investment Period (comme

Section 2: Excuse Rights 2.1 The Investor shall have the right, upon written notice to the General Partner in accordance with the procedures set forth in this Section 2, to be excused from participation in any investment by the Fund in a portfolio company that derives a material portion of its revenues from any of the following activities (collectively, "Restricted Investments"): (a) the manufacture, distribution, or

Section 3: Enhanced Reporting 3.1 In addition to the reporting obligations of the General Partner set forth in the Partnership Agreement, the General Partner shall provide the Investor with the following enhanced reporting: (a) Quarterly Investment Reports. The General Partner shall deliver to the Investor quarterly investment reports within forty-five (45) days following the end of each fiscal quarter of the Fund. E

Section 4: FOIA / Public Records Protections 4.1 The General Partner acknowledges and agrees that the Investor is a governmental pension plan of the State of Washington and is subject to the Washington Public Records Act, RCW Chapter 42.56, and may be subject to other applicable public records, freedom of information, or "sunshine" laws of the State of Washington or of any other jurisdiction (collectively, "FOIA Laws

Section 5: Co-Investment Rights 5.1 The General Partner shall offer the Investor a reasonable opportunity to co-invest alongside the Fund in portfolio company investments on the following terms and conditions: (a) Notice of Co-Investment Opportunities. The General Partner shall provide the Investor with written notice of co-investment opportunities that the General Partner determines, in its sole discretion, to offer

Section 6: Most Favored Nation Election Right 6.1 The Investor shall be entitled to "most favored nation" election rights with respect to side letter terms granted to other limited partners of the Fund, as follows: (a) MFN Side Letter Compilation. Following the Final Close of the Fund (currently anticipated to be on or about July 15, 2026), the General Partner shall deliver to the Investor, within fifteen (15) busine

Section 7: Advisory Committee 7.1 The Investor acknowledges that, pursuant to the Partnership Agreement, limited partners that have made Commitments of Fifty Million Dollars ($50,000,000) or more to the Fund are entitled to designate one (1) representative to serve on the Advisory Committee of the Fund (the "Advisory Committee"). 7.2 The General Partner confirms that the Investor, with a Commitment of Seventy-Five Mi

Section 8: Representations and Warranties of the Investor 8.1 The Investor represents and warrants to the General Partner, as of the date hereof and as of the date of each capital contribution to the Fund, as follows: (a) The Investor is a governmental pension plan established and maintained for the benefit of the employees of the State of Washington and its political subdivisions, and is exempt from federal income t

Section 9: Representations and Covenants of the General Partner 9.1 The General Partner represents, warrants, and covenants to the Investor, as of the date hereof and, with respect to the representations and warranties set forth below, as of the date of each capital call, as follows: (a) Pinnacle Venture Capital Management LLC is a limited liability company duly organized, validly existing, and in good standing under

Section 10: Key Person Provisions 10.1 The Investor acknowledges the key person provisions set forth in the Partnership Agreement (the "Key Person Provisions"), which require that certain designated individuals devote substantially all of their business time and attention to the investment activities and affairs of the Fund during the Investment Period. 10.2 The Parties confirm that the "Key Persons" for purposes of

Section 11: Confidentiality 11.1 The Parties agree that the terms, provisions, and existence of this Side Letter are confidential and shall not be disclosed by either Party to any third party, except as follows: (a) Investor Disclosures. The Investor may disclose the terms of this Side Letter to its board of trustees, investment committee members, officers, employees, consultants, investment advisors, and outside leg

Section 12: Transfer Restrictions 12.1 The Investor's limited partnership interest in the Fund shall be subject to the transfer restrictions set forth in the Partnership Agreement, including, without limitation, any requirements for prior written consent of the General Partner, compliance with applicable securities laws, and delivery of legal opinions or other documentation as may be required by the Partnership Agree

Section 13: Term and Termination 13.1 This Side Letter shall become effective upon execution and delivery by both Parties and shall remain in full force and effect for the duration of the term of the Fund, which shall be ten (10) years from the date of the First Close (i.e., through January 15, 2036), subject to two (2) successive one-year extensions at the discretion of the General Partner (i.e., through January 15,

Section 14: Amendments and Waivers 14.1 This Side Letter may be amended, modified, or supplemented only by a written instrument duly executed by both the General Partner and the Investor. No oral agreement, course of dealing, or trade usage shall be deemed to amend, modify, or supplement any provision of this Side Letter. 14.2 No waiver of any provision of this Side Letter shall be effective unless such waiver is in

Section 15: Governing Law 15.1 This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction.

Section 16: Notices 16.1 All notices, requests, consents, demands, and other communications required or permitted under this Side Letter shall be in writing and shall be delivered as follows: If to the General Partner: Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025 Attention: Rajesh Mehta, Co-Founder & Managing Partner and Claire Dubois, Co-Founder & Managing Partner With

Section 17: Entire Agreement; Relationship to Partnership Agreement 17.1 This Side Letter, together with the Partnership Agreement and the Investor's Subscription Agreement, constitutes the entire agreement between the General Partner and the Investor with respect to the subject matter hereof and supersedes all prior negotiations, discussions, representations, warranties, and agreements, whether written or oral, betw

Section 18: Counterparts; Electronic Signatures 18.1 This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 18.2 Delivery of an executed counterpart of this Side Letter by electronic transmission, including by portable document format (PDF) or other electronic means, shall be equally effect

Section 19: Severability 19.1 If any provision of this Side Letter, or the application thereof to any Party or any circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall continue in full force and effect. In the event any provision