Contract analysis

1. Introduction and Engagement We are pleased to confirm that Pinnacle Capital Management LLC ("Pinnacle Mgmt" or the "Client"), a limited liability company organized under the laws of the State of Delaware (EIN 82-6140538), in its capacity as the management company of Pinnacle Venture Fund II LP ("Fund II"), has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as tax structuring counsel in connection

2. Scope of Engagement 2.1 Tax Structuring Services C&H will provide U.S. federal income tax structuring advice, and where specifically indicated below, state-level income tax structuring advice, in connection with the CV transaction. The scope of our tax structuring services will specifically include the following work streams: (a) Entity Selection and Formation Advice. C&H will advise on the selection of entity typ

3. Engagement Team The following attorneys will be assigned to staff this engagement: C&H may, from time to time, assign additional attorneys or other professionals (including tax specialists and paralegals) to this engagement as the needs of the matter require. The Client will receive prior notice of any material changes to the staffing of the engagement, including the assignment of any additional partners or senior

4. Fees and Billing 4.1 Billing Structure Services rendered by C&H in connection with this engagement will be billed on an hourly basis at the rates set forth in Section 3 above. Each attorney and professional assigned to the engagement will record time in increments of one-tenth (0.1) of an hour, and invoices will reflect the total hours expended by each timekeeper, the applicable hourly rate, and a description of t

5. Key Transaction Parameters For context, and to confirm the Firm's understanding of the proposed transaction as of the date of this Engagement Letter, the following key transaction parameters are noted. The Client should review these parameters and promptly notify C&H of any inaccuracies or material changes: Fund II Overview: • Total committed capital: $875,000,000 • Called capital: $831,250,000 (approximately 95%

6. Deliverables and Timeline Based on the anticipated scope of work and the target transaction timeline described in Section 5, the Firm anticipates producing the following primary deliverables on the target dates indicated: The foregoing target dates are estimates only and are subject to adjustment based on a number of factors, including: (i) the timeliness and completeness of information provided by the Client and

7. Client Responsibilities The Client acknowledges that the timely and effective completion of C&H's engagement depends in significant part on the Client's cooperation and responsiveness. In connection with this engagement, the Client agrees to: (a) Provide C&H with timely access to organizational documents, financial statements (including audited and unaudited financial statements), tax returns (including federal an

8. Confidentiality All information provided by or on behalf of the Client to C&H in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be maintained in accordance with C&H's confidentiality policies and procedures. To the extent applicable, such information will be protected by the attorney-client privilege and/or the work product doctrine, and C&H will tak

9. Conflicts of Interest C&H has conducted a comprehensive conflicts check in accordance with the Firm's internal conflicts procedures and the applicable provisions of the California Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this Engagement Letter, C&H does not represent any party with interests materially adverse to the Client in connection with the CV transaction

10. Limitation of Liability and Disclaimers C&H's advice and deliverables in connection with this engagement are based on the existing provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published rulings and other guidance issued by the Internal Revenue Service, applicable state tax statutes and regulations, and relevant judicial authorities, in each case as

11. Termination Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Written notice of termination shall be delivered in accordance with the notice provisions set forth in this Engagement Letter. Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all

12. Governing Law and Dispute Resolution This Engagement Letter, and the attorney-client relationship established hereunder, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the services provided hereunder, including any dispute regardin

13. Acknowledgment and Signature block If the foregoing accurately reflects the terms of our engagement, we respectfully request that you countersign this Engagement Letter in the space provided below and return one fully executed copy to the undersigned, together with the Retainer payment of $150,000, payable in accordance with the wire instructions set forth in Enclosure 1 hereto. We are grateful for the opportunit

Section 1061 carried interest memorandum (legacy carry preservation, new carry API analysis, and GP principal bifurcation, included with or concurrent to the comprehensive structure memorandum) | August 8, 2025 Blocker entity structure memorandum (domestic and offshore blocker design, UBTI and ECI blocking analysis, check-the-box election guidance) | August 15, 2025

Section 704(c) allocation methodology memorandum (analysis and recommendation of 704(c) method, built-in gain allocation mechanics) | August 22, 2025 Markup of tax provisions in draft CV limited partnership agreement (received from Hawthorne Reid LLP) | September 5, 2025 Draft tax protection agreement (minimum holding period covenants, make-whole provisions, mandatory liability allocation) | September 12, 2025 State