Contract analysis

1. Tax Structure Memorandum (August 8, 2025);

2. QSBS Preservation Analysis Memorandum;

3. Section 1061 Carried Interest Memorandum;

4. Blocker Entity Structure Memorandum;

5. Section 704(c) Allocation Methodology Memorandum; and

6. Draft Tax Protection Agreement. Summary of Key Revisions. We highlight below the principal revisions and additions reflected in the attached markup: (a) Comprehensive Rewrite of Section 704(c) Provisions. The Draft LPA's Section 704(c) provisions are substantially incomplete and do not specify an allocation method. We have proposed a comprehensive rewrite specifying the remedial allocation method under Treasury Re

ARTICLE X — DEFINITIONS (Tax-Related Definitions)

Section X.1 — Defined Terms (Additions and Revisions) The following defined terms are Article I of the Agreement. Unless otherwise defined herein, capitalized terms used in this Article shall have the meanings ascribed to them in Article I of the Agreement. **** **** **** "Book Value" **** "Capital Account" "Carried Interest" "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any succes

ARTICLE CC — MISCELLANEOUS TAX PROVISIONS

Section CC.1 — Tax Treatment of the Partnership (a) The Partnership shall be treated as a partnership for U.S. federal income tax purposes and shall not elect to be classified as a corporation or an association taxable as a corporation pursuant to Treasury Regulation Section 301.7701-3. The Partnership shall file a Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service for each taxable year.

Section CC.2 — Tax Controversies and Cooperation (a) Each Partner shall cooperate fully with the Partnership and the Partnership Representative in connection with any tax audit, examination, investigation, or judicial or administrative proceeding involving the Partnership, including (without limitation) by providing information, executing documents, and making personnel available for interviews or testimony, in each

Section CC.3 — Survival of Tax Provisions The tax-related obligations of the Partners under this Agreement (including, without limitation, the obligations relating to withholding indemnification under Section AA.6(d), information reporting and cooperation under Section CC.2, capital account maintenance under Section Y.1, and the GP clawback under Section Z.3) shall survive the dissolution, winding up, and termination

Section CC.4 — No Tax Advice EACH PARTNER ACKNOWLEDGES AND AGREES THAT NEITHER THE PARTNERSHIP, THE GENERAL PARTNER, PINNACLE CAPITAL MANAGEMENT LLC, NOR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS PROVIDES TAX ADVICE TO ANY PARTNER. THE TAX TREATMENT OF THE PARTNERSHIP AND EACH PARTNER'S INVESTMENT THEREIN DEPENDS ON EACH PARTNER'S INDIVIDUAL TAX CIRCUMSTANCES. EACH PARTNER IS URGED

1. The Legacy Carry Tranche preserves the favorable Section 1061 treatment of the General Partner's pre-existing carried interest in Pinnacle Venture Fund II LP. Because the three-year holding period was satisfied in December 2022, long-term capital gain allocated with respect to the Legacy Carry Tranche should not be recharacterized as short-term capital gain under Section 1061(a), provided the underlying assets hav

2. The New Carry Tranche constitutes a new Applicable Partnership Interest (API) with a three-year holding period commencing on October 31, 2025. Any long-term capital gain allocated with respect to the New Carry Tranche that is recognized before October 31, 2028 will be recharacterized as short-term capital gain under Section 1061(a).

3. The allocation of gains between the two tranches (see Section Z.2(d) of the Agreement) requires further technical analysis in coordination with Andover & Strauss LLP, as described in Open Item No. 7 of the Appendix. SCHEDULE C — BLOCKER ENTITY SUMMARY The following table summarizes the key characteristics of the Domestic blocker and the Offshore blocker. Aggregate blocker Capital as a Percentage of Total CV Capita