Contract analysis

1. Purpose and Scope of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle" or the "Client"), acting through its general partner, Pinnacle Capital Management LLC, a Delaware limited liability company (the "General Partner"). This engagement letter sets forth the terms upon which C&H will provide lega

2. Staffing and Engagement Team C&H has assembled a team of attorneys with significant experience in venture capital, growth equity, and technology transactions to staff this engagement. The initial engagement team is as follows: Harrison Wexford will serve as the Responsible Partner for this engagement and will be the Client's principal point of contact at the Firm for strategic and substantive matters. Beatrice Hol

3. Fees and Billing Rates Basis of Fees. Fees for this engagement will be billed on an hourly basis, reflecting the actual time spent by each timekeeper on the matter. There is no contingency fee, success fee, transaction fee, or other premium component associated with this engagement. Current Hourly Rates. The current hourly rates applicable to the engagement team are as follows: The rates set forth above are C&H's

4. Fee Estimate Based on the anticipated scope of work described in Section 1 of this engagement letter, C&H estimates that total legal fees for this engagement will be in the range of Three Hundred Fifty Thousand Dollars ($350,000) to Four Hundred Fifty Thousand Dollars ($450,000). This estimate is based on the following assumptions: (i) the Transaction is of the general scope and complexity described herein (a mino

5. Retainer / Advance Deposit Upon execution of this engagement letter, the Client agrees to pay to C&H a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be paid in April 2022 by wire transfer to an account designated by C&H, or by check made payable to "Calderwood & Harkness LLP Client Trust Account." The Retainer will be deposited into C&H's Interest on Lawyers

6. Billing and Payment Terms Invoicing Frequency. C&H will render invoices to the Client on a monthly basis. Each invoice will reflect the time charges and disbursements incurred during the preceding calendar month, together with a description of the services performed by each timekeeper. Payment Terms. Invoices are due and payable within thirty (30) days of the date of the invoice. Payment may be made by wire transf

7. Client Identity and Billing Reference For all purposes of this engagement, the "Client" is Pinnacle Venture Fund II LP (EIN: 84-3921057), a Delaware limited partnership, acting through its general partner, Pinnacle Capital Management LLC (EIN: 84-2817634), a Delaware limited liability company. All duties of loyalty, confidentiality, and professional responsibility owed by C&H in connection with this engagement are

8. Conflicts of Interest In advance of accepting this engagement, C&H has conducted a check for potential conflicts of interest in accordance with the Firm's conflicts clearance procedures and applicable rules of professional conduct. As of the date of this engagement letter, C&H has not identified any conflicts of interest that would preclude the Firm from undertaking this engagement. The parties and entities checke

9. Confidentiality C&H will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the California Rules of Professional Conduct, the attorney-client privilege, the work product doctrine, and all other applicable rules of professional responsibility. Confidential information received from the Client or generated by C&H in the cour

10. Document Retention C&H will maintain the engagement file, including correspondence, memoranda, research, drafts, transaction documents, due diligence materials, and related work product, in accordance with the Firm's document retention policies. Upon conclusion of the engagement — whether by closing of the Transaction, termination of the engagement by either party, or the matter being placed on hold or dormant st

11. Termination Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. Termination shall be effective upon receipt of such written notice, subject to C&H's obligations under applicable professional responsibility rules regarding withdrawal from representation. Upon termination of the engagement, the Client shall remain responsible for the payment

12. Limitation of Scope; No Guarantee of Outcome C&H's engagement is limited to the scope of services described in Section 1 of this engagement letter. Any expansion of scope, including representation in connection with additional transactions, disputes, regulatory matters, or other legal needs, will require a separate written agreement between C&H and the Client, which may include different or additional terms regar

13. Governing Law and Dispute Resolution This engagement letter shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflicts of law principles. In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the services performed hereunder, or any fees or billing matters arising in connection with the engagement,

14. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between C&H and the Client with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous discussions, understandings, proposals, and agreements, whether oral or written, between the parties relating to the subject matter hereof. This engagement letter may not be amended, modified, or supp