Contract analysis

1. Purpose and Summary of Engagement Calderwood & Harkness LLP ("the Firm") has been asked to represent Pinnacle Venture Fund II LP, a Delaware limited partnership whose general partner is Pinnacle Capital Management LLC, a Delaware limited liability company, headquartered at 2400 Sand Hill Road, Suite 310, Menlo Park, California 94025, in connection with a proposed minority growth equity investment of approximately

2. Methodology The following steps were taken to conduct the conflict of interest review in connection with this proposed engagement:

1. Database Searches. On April 19, 2022, the undersigned conducted comprehensive searches in the Firm's conflicts database, which is maintained within the Firm's new matter intake system (currently Greaves Services Inc.). The database includes records for all current, dormant, and closed client matters, as well as identified adverse parties, related parties, and third-party participants in each such matter.

2. Entity Name Searches. All entity names, short names, trade names, "doing business as" names, and known aliases for each relevant party were searched. Searches were conducted using both exact-match and fuzzy-match algorithms to account for variations in spelling, abbreviations, and naming conventions.

3. Individual Name Searches. The names of all principals, officers, directors, and known board members of each relevant party were individually searched. This included the names of the co-founders and managing partners of Pinnacle Capital Management LLC; the officers, co-founders, and general counsel of Verdana Software, Inc.; the individual board representatives of each existing institutional investor in Verdana; th

4. Third-Party Searches. The names of known opposing counsel (Langford Price & Associates LLP), co-counsel, financial advisors (Hargrove Securities LLC), auditors (Calloway & Cascade Insurance Brokers and Whitfield & Greer LLP), the fund administrator (Dralvecen Fund Services LLC), and the Target's existing lender (Pacific Summit Bank, N.A.) were searched to identify any current or prior representation of, or adverse

5. Cross-Referencing Active, Dormant, and Closed Matters. Search results were cross-referenced against all active matters, all dormant matters, and all matters closed within the preceding five years (i.e., matters closed on or after April 19, 2017), consistent with the Firm's conflicts review policy.

6. Lateral Hire Screening Records. The Firm's lateral hire screening records were reviewed to determine whether any attorney who has laterally joined the Firm during the preceding five years may have had prior involvement with any of the listed parties at his or her former firm. This review was conducted in coordination with the Firm's General Counsel's office and the Professional Responsibility Committee.

7. Supplemental Inquiry. In addition to the foregoing database searches, the undersigned circulated a preliminary party list to members of the Mergers & Acquisitions, Private Equity, and Technology Transactions practice groups via the Firm's internal conflicts notification system to solicit any knowledge of relationships or representations involving the listed parties that may not be reflected in the conflicts databa

3. Parties and Individuals Checked The following parties and individuals were included in the conflict of interest search. The parties are organized by category and role in the proposed transaction. 3.1 Client (Investor) Pinnacle Venture Fund II LP Delaware limited partnership EIN: 84-3921057 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025 Pinnacle Capital Management LLC Delaware limited liability company; gener

4. Search Results Set forth below are the detailed results of the conflict of interest searches conducted for each party and individual listed in Section 3. 4.1 Pinnacle Venture Fund II LP / Pinnacle Capital Management LLC A comprehensive search of the Firm's conflicts database returned no results for Pinnacle Venture Fund II LP or Pinnacle Capital Management LLC. Neither entity has been a client, adverse party, rela

5. Summary of Results The following table summarizes the results of all conflict of interest searches conducted in connection with the proposed engagement: All twenty-six (26) entity and individual searches returned a status of Clear. No actual conflicts of interest were identified. No potential conflicts of interest were identified that would require further analysis, the procurement of an informed written consent o

6. Conclusion and Clearance Based on the foregoing search results and the analysis set forth in this memorandum, there are no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from undertaking the representation of Pinnacle Venture Fund II LP in connection with the proposed $60,000,000 Series D Preferred Stock investment in Verdana Software, Inc. No waivers, informed consents

7. Approval Prepared by: ________________________________________ Naomi Petersen Associate, Mergers & Acquisitions Calderwood & Harkness LLP Date: April 19, 2022 Reviewed and Approved by: ________________________________________ Harrison Wexford Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP Date of Clearance: April 19, 2022 This memorandum is privileged and confidential attorney work product p