Contract analysis

I. Executive Summary This memorandum presents our analysis of the state-level income tax obligations of Pinnacle Continuation Vehicle LP ("PCV" or the "CV") and its investors across the five key jurisdictions implicated by the CV transaction: California, Delaware, Texas, Colorado, and New York. This analysis is intended to inform the structuring and documentation of the CV, including specific provisions to be incorpo

II. Scope and Background A. Engagement Context Calderwood & Harkness LLP was engaged on July 15, 2025 as tax counsel to Pinnacle Capital Management LLC in connection with the fund-level tax structuring of the CV transaction. Our engagement encompasses both federal and state tax analysis, tax-related provisions for the CV's organizational documents, and coordination with counsel to the GP and to transaction counterpar

1. Our analysis is based on current state tax laws, regulations, and publicly available administrative guidance as of August 2025. State tax laws are subject to change by legislation, regulation, or judicial decision, and any such changes could materially affect the conclusions reached herein.

2. This memorandum does not address local (city or county) tax obligations, including, without limitation, the San Francisco payroll expense tax, the Austin municipal property tax, or the Denver occupational privilege tax, except where specifically noted. A separate analysis of local tax obligations may be warranted depending on the nature and extent of the CV's activities in these jurisdictions.

3. We assume that the CV will be treated as a partnership for federal income tax purposes and that all relevant states will respect the federal classification. Each of the five analyzed jurisdictions generally conforms to federal entity classification rules, and we are not aware of any basis on which a state would treat the CV differently from its federal classification.

4. We assume that the factual representations provided by Pinnacle Capital Management LLC and its representatives regarding the structure, capitalization, and operations of the CV and its portfolio companies are complete and accurate. Our analysis may need to be revised if the underlying facts change materially.

5. Dollar amounts, valuations, ownership percentages, and investor commitments referenced in this memorandum are based on information provided by Pinnacle Capital Management LLC and reflect current projections as of the date of this memorandum. Final amounts may differ upon closing.

III. California A. Overview of California Nexus California presents the most significant state tax exposure for the CV and its investors, for several reasons. First, the GP of the CV — Pinnacle CV Partners LLC, acting through its managing member, Pinnacle Capital Management LLC — is headquartered in California, at 2100 Sand Hill Road, Suite 340, Menlo Park, California 94025. The GP principals (Marcus Aldren, Diana Ts

IV. Delaware A. Formation State — No State Income Tax on LP Income PCV will be formed as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. Pinnacle CV Partners LLC, the general partner of the CV, will be formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. Delaware does not impose

V. Texas A. Overview — No Individual Income Tax ClearArc Software Inc. (EIN 83-5519274), the CV's second-largest portfolio holding, is headquartered at 1201 Lake Austin Blvd, Suite 600, Austin, Texas 78703, under the leadership of its CEO, Jonathan Hargrove. The CV holds a 31.2% fully diluted ownership interest in ClearArc, with an FMV of $468 million, a cost basis of $37.4 million, and unrealized built-in gain of $4

VI. Colorado A. Overview — Flat Income Tax Rate Vectral Cloud Inc. (EIN 85-1102847), the CV's third portfolio company, is headquartered at 700 17th Street, Suite 2200, Denver, Colorado 80202, under the leadership of its CEO, Elena Kowalski. The CV holds an 18.9% fully diluted ownership interest in Vectral Cloud, with an FMV of $260 million, a cost basis of $42.1 million, and unrealized built-in gain of $217.9 million

Section 1202 Conformity. Importantly, Colorado generally conforms to IRC Section 1202 at the state level, in contrast to California's nonconformity. This is a favorable development for the CV's investors with respect to the Vectral Cloud position. Once the five-year holding period is satisfied — which we understand is anticipated to occur in March 2026 — eligible taxpayers should be able to claim the QSBS exclusion f

VII. New York A. Relevance — Garrison Secondaries Fund IV LP New York state tax analysis is relevant to the CV transaction primarily because of the participation of Garrison Secondaries Fund IV LP, which is committing $380 million of new capital as the lead secondary buyer. Garrison's principal office is located at 399 Park Avenue, 22nd Floor, New York, New York 10022. Garrison Capital Advisors LLC, Garrison's genera

VIII. Other State Considerations A. States of LP Domicile The CV's investor base includes limited partners who may be domiciled in states other than California, Delaware, Texas, Colorado, and New York. While a comprehensive analysis of every potential state of LP domicile is beyond the scope of this memorandum, the following general principles should be noted: Under general state tax principles, resident individuals