Contract analysis

I. INTRODUCTION AND ENGAGEMENT CONTEXT A. Engagement Identification Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or "our") has been engaged as tax counsel to Pinnacle Capital Management LLC ("Pinnacle Mgmt" or the "Management Company"), the management company of Pinnacle Venture Fund II LP, a Delaware limited partnership ("Fund II"), in connection with the structuring and formation of Pinnacle Cont

II. SUMMARY OF THE TRANSACTION A. Fund II Background Pinnacle Venture Fund II LP is a Delaware limited partnership (EIN: 84-3291067; Delaware Limited Partnership File No. DE-LP-2019-04817) formed in 2019 for the purpose of making venture capital and growth equity investments in technology companies. Fund II had its final close in December 2019 (the "Vintage Date"). Fund II's general partner is Pinnacle Capital Partne

1. Luminos Systems Inc. Luminos Systems Inc. ("Luminos") is a Delaware C-corporation (EIN: 47-8823156), headquartered at 500 Folsom Street, 14th Floor, San Francisco, California 94105. Luminos operates an AI-powered revenue operations platform designed for enterprise SaaS companies. The company's Chief Executive Officer is Priya Venkatesh. Fund II holds an ownership interest in Luminos representing 24.7% of Luminos o

2. ClearArc Software Inc. ClearArc Software Inc. ("ClearArc") is a Delaware C-corporation (EIN: 83-5519274), headquartered at 1201 Lake Austin Blvd, Suite 600, Austin, Texas 78703. ClearArc provides a cloud-native compliance and audit automation platform for financial services companies. The company's Chief Executive Officer is Jonathan Hargrove. Fund II holds an ownership interest in ClearArc representing 31.2% of C

3. Vectral Cloud Inc. Vectral Cloud Inc. ("Vectral") is a Delaware C-corporation (EIN: 85-1102847), headquartered at 700 17th Street, Suite 2200, Denver, Colorado 80202. Vectral provides a multi-cloud infrastructure orchestration and FinOps platform. The company's Chief Executive Officer is Elena Kowalski. Fund II holds an ownership interest in Vectral representing 18.9% of Vectral on a fully diluted basis. Fund II i

4. Aggregate Portfolio Company Figures The following table summarizes the aggregate figures for the Portfolio Company interests to be contributed to the CV: The aggregate fair market value of the Portfolio Company interests is One Billion Three Hundred Forty Million Dollars ($1,340,000,000). The aggregate adjusted tax basis is One Hundred Thirty-Eight Million Dollars ($138,000,000). The aggregate built-in gain is One

III. DOCUMENTS AND MATERIALS REVIEWED In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents and materials: A. Organizational Documents

1. Certificate of Limited Partnership of Pinnacle Venture Fund II LP, as filed with the Secretary of State of the State of Delaware (File No. DE-LP-2019-04817).

2. Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of December 2019, by and among Pinnacle Capital Partners II LLC, as general partner, and the limited partners party thereto (the "Fund II LPA").

3. Draft Limited Partnership Agreement of Pinnacle Continuation Vehicle LP (the "CV LPA"), prepared by Hawthorne Reid LLP (Vanessa Liu, Partner), as reviewed, commented upon, and marked up by this firm.

4. Draft Certificate of Formation of Pinnacle CV Partners LLC, to be filed with the Secretary of State of the State of Delaware. B. Transaction Documents

5. Contribution Agreement, by and among Pinnacle Venture Fund II LP, Pinnacle Continuation Vehicle LP, and Pinnacle CV Partners LLC (draft) (the "Contribution Agreement").

6. Term Sheet between Pinnacle Venture Fund II LP and Garrison Secondaries Fund IV LP, setting forth the principal terms and conditions of Garrison's investment in the CV.

7. Draft Tax Protection Agreement, by and among Pinnacle Continuation Vehicle LP, Pinnacle CV Partners LLC, and certain rolling limited partners of Fund II (the "Tax Protection Agreement").

8. LP election forms distributed to the limited partners of Fund II, together with the election summary prepared by the Fund II GP (LP election deadline: September 15, 2025). C. Valuation and Financial Materials

9. Independent valuation report and fairness opinion prepared by Kessler Pratt LLP (David Kessler, Managing Partner), dated September 22, 2025, relating to the fair market value of the Portfolio Company interests (the "Kessler Pratt Valuation").

10. Audited financial statements of Pinnacle Venture Fund II LP as of and for the fiscal year ended December 31, 2024, and unaudited interim financial statements of Fund II as of June 30, 2025, each prepared by Andover & Strauss LLP (Patricia Clemons, Audit Partner).

11. Section 409A valuations for each of Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc., as of June 30, 2025, prepared by Kessler Pratt LLP. D. Tax Documents

12. Fund II Schedule K-1s (IRS Form 1065, Schedule K-1) for relevant tax years.

13. U.S. federal income tax returns of Pinnacle Venture Fund II LP (IRS Form 1065), prepared by Andover & Strauss LLP, for the taxable years ended December 31, 2020 through December 31, 2024.

14. Fund II's existing partnership agreement tax provisions, including the provisions of the Fund II LPA relating to Section 704(b) book allocations, Section 704(c) allocations with respect to contributed or revalued property, and the maintenance of capital accounts. E. Other Materials

15. Certificates and representations provided by the CV GP and the Fund II GP regarding the transaction, including the draft Closing Tax Certificate to be executed and delivered at closing (the "Closing Tax Certificate").

16. Such other documents, records, certificates, memoranda, and materials as we have deemed relevant and necessary for purposes of this opinion. We have assumed, with your consent and without independent verification, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the accuracy and comple

IV. ASSUMPTIONS In rendering this opinion, we have relied upon the following assumptions. If any of these assumptions is or becomes incorrect, incomplete, or misleading in any material respect, the opinions expressed herein may be adversely affected. A. Factual Assumptions

1. All documents reviewed by us in connection with the rendering of this opinion are genuine, and all signatures thereon are authentic.

2. All factual representations and statements made by the parties in the transaction documents and in certificates delivered to us (including, without limitation, the Closing Tax Certificate) are true, correct, and complete in all material respects as of the date hereof and will continue to be true, correct, and complete as of the closing date.

3. The Contribution will be consummated in accordance with the terms described in the transaction documents and as summarized in Section II above, without material modification, amendment, or waiver of any term or condition thereof.

4. Pinnacle Venture Fund II LP is, and has at all times since its formation been, properly classified as a partnership for U.S. federal income tax purposes within the meaning of Section 761(a) of the Code and Treasury Regulations Section 301.7701-3, and has not elected to be excluded from the application of Subchapter K of the Code.

5. Pinnacle Continuation Vehicle LP will be properly classified as a partnership for U.S. federal income tax purposes within the meaning of Section 761(a) of the Code and Treasury Regulations Section 301.7701-3, and will not elect to be treated as a corporation or an association taxable as a corporation.

6. Neither the CV GP nor any person related to the CV GP (within the meaning of Section 267(b) or Section 707(b)(1) of the Code) has made, or will make, an election under Treasury Regulations Section 301.7701-3 (a "check-the-box" election) that would cause the CV to be classified as other than a partnership for U.S. federal income tax purposes.

7. Fund II holds valid legal and beneficial title to the equity interests in each of the Portfolio Companies, free and clear of any liens, pledges, security interests, encumbrances, or other restrictions that would affect the tax analysis set forth herein. The equity interests in each Portfolio Company are freely transferable to the CV, subject to applicable transfer restrictions under the respective Portfolio Compan

8. Each of Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc. is, and has at all times since its formation been, properly classified as a C-corporation for U.S. federal income tax purposes.

9. No Portfolio Company has undergone any reorganization (within the meaning of Section 368 of the Code), conversion, merger, consolidation, or change in entity classification that would affect the adjusted tax basis, holding period, or other tax attributes of Fund II's equity interests in such Portfolio Company.

10. Fund II has an adjusted tax basis in the contributed Portfolio Company interests as represented by the Fund II GP and set forth in the Closing Tax Certificate, as follows: (a) Luminos Systems Inc.: $58,500,000; (b) ClearArc Software Inc.: $37,400,000; (c) Vectral Cloud Inc.: $42,100,000; (d) Aggregate: $138,000,000. B. Assumptions Relating to Disguised Sale Analysis In addition to the foregoing factual assumption

1. Fund II has no liabilities that will be assumed by, or transferred to, the CV in connection with the Contribution, other than as specifically disclosed in the transaction documents reviewed by us. For the avoidance of doubt, the CV is not assuming any indebtedness, guarantee obligations, or other liabilities of Fund II as part of the Contribution.

2. The rolling limited partners of Fund II are not receiving, and will not receive, any cash, property, or other consideration in connection with the Contribution, other than limited partnership interests in the CV. No side payments, fee waivers, expense reimbursements, or other economic benefits are being provided to the rolling limited partners in connection with or as part of the Contribution, other than as expres

3. There is no binding commitment, understanding, arrangement, or plan — whether written or oral, express or implied — for the CV to distribute cash or other property to Fund II or to the rolling limited partners within two years of the Contribution, other than: (a) tax distributions made in accordance with the tax distribution provisions of the CV LPA, which are designed to enable the partners to satisfy their respe

4. The Contribution is not part of a plan or arrangement pursuant to which a transfer and a related distribution, when taken together, would constitute a sale or exchange within the meaning of Section 707(a)(2)(B) of the Code and Treasury Regulations Sections 1.707-3 through 1.707-5.

5. No liabilities of the CV are being allocated to the contributing partners in a manner designed, intended, or expected to create a disguised sale or to circumvent the purposes of Section 707(a)(2)(B) of the Code and the Treasury Regulations promulgated thereunder.

6. To the extent any partnership liabilities of the CV are allocable to the rolling limited partners for purposes of Section 752 of the Code, such liabilities constitute "qualified liabilities" within the meaning of Treasury Regulations Section 1.707-5(a)(6). C. General Assumptions

1. The applicable provisions of the Code, the Treasury Regulations, published administrative pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions existing as of the date hereof will not be changed, amended, modified, or interpreted in a manner that would adversely affect the conclusions set forth herein, and any such changes, amendments, modifications, or interpretations will not be appl

2. No ruling has been sought from, or issued by, the IRS with respect to any aspect of the Contribution or any other matter addressed in this opinion. The opinion expressed herein is not binding on the IRS or any court, and no assurance can be given that the IRS will not challenge the positions taken herein or that a court would sustain such positions if challenged.

V. APPLICABLE LAW A. Section 721(a) — Non-Recognition of Gain or Loss on Contribution to a Partnership

Section 721(a) of the Code provides the foundational non-recognition rule governing contributions of property to partnerships. In pertinent part, Section 721(a) provides: "No gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership." This non-recognition rule applies irrespective of the amoun

Section 721(b) Exception — Investment Companies. Section 721(b) provides an exception to the general non-recognition rule of Section 721(a) for contributions to an "investment company" (as defined in Section 351(e)(1)). Under Section 351(e)(1) and Treasury Regulations Section 1.351-1(c)(1), a transfer is treated as a transfer to an investment company if: (i) the transfer results, directly or indirectly, in the divers

Section 722 of the Code provides the basis rule for a contributing partner's partnership interest. Section 722 states: "The basis of an interest in a partnership acquired by a contribution of property, including money, to the partnership shall be the amount of such money and the adjusted basis of such property to the contributing partner at the time of the contribution, increased by the amount (if any) of gain recogn

Section 723 of the Code provides the corresponding basis rule for the partnership's basis in contributed property. Section 723 states: "The basis of property contributed to a partnership by a partner shall be the adjusted basis of such property to the contributing partner at the time of the contribution, increased by the amount (if any) of gain recognized under section 721(b) to the contributing partner at such time.

Section 1223(1) of the Code provides that, in determining the period for which a person has held property, there shall be included the period for which such property was held by any other person, if the property has the same basis in whole or in part in the hands of the person as it would have in the hands of such other person. Because the CV's basis in the contributed Portfolio Company interests is determined under

Section 707(a)(2)(B) of the Code provides that, under regulations prescribed by the Secretary of the Treasury, if a partner transfers property to a partnership and there is a related direct or indirect transfer of money or other property by the partnership to such partner, and when viewed together the transfers are properly characterized as a sale or exchange of property, then such transfers shall be treated as a tra

Section 704(c)(1)(A) of the Code provides that income, gain, loss, and deduction with respect to property contributed to the partnership by a partner shall be shared among the partners so as to take account of the variation between the adjusted tax basis of the property to the partnership and its fair market value at the time of contribution. The purpose of Section 704(c) is to prevent the shifting of pre-contributio

VI. OPINION Based upon and subject to the assumptions, qualifications, and limitations set forth in this opinion letter, and based upon our analysis of the applicable provisions of the Code, Treasury Regulations, published administrative pronouncements of the IRS, and relevant judicial authorities, we are of the following opinions: A. Primary Opinion — Section 721(a) Non-Recognition It is our opinion that the Contrib

VII. QUALIFICATIONS AND LIMITATIONS A. Scope of Opinion This opinion is limited to the U.S. federal income tax matters expressly addressed herein. Without limiting the generality of the foregoing, this opinion does not address the following: (a) State and local tax consequences. This opinion does not address any state, local, or municipal tax consequences of the Contribution. We note that the laws of certain states d