Sandra, David, and Angela,
I hope this message finds you well. As you know, our firm represents Pinnacle Venture Capital Management LLC, acting in its capacity as the general partner of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund"), in connection with the negotiation and documentation of side letter agreements with the Fund's anchor limited partners. I am reaching out to each of you as outside counsel to the respective anchor investors in the Fund.
For the sake of efficiency, I am transmitting initial drafts of the anchor LP side letters to all three of you via this single email. However, please note that each of you has been provided only the draft side letter pertaining to your respective client. The distribution is as follows:
- **Sandra Okafor / Whitfield & Gage LLP:** Side Letter — Cascadia Public Employees' Retirement System (commitment of $75,000,000) - **David Tannenbaum / Hollander McKee & Stone LLP:** Side Letter — Northstar Endowment Partners LLC (commitment of $50,000,000) - **Angela Ferris / Prescott & Langley LLP:** Side Letter — Brindoval Family Office Holdings LP (commitment of $40,000,000)
Each draft side letter is entered into between Pinnacle Venture Capital Management LLC (as general partner of the Fund) and the respective anchor limited partner, and is intended to supplement, and be read in conjunction with, the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the First Close (the "LPA"). The side letters are governed by the laws of the State of Delaware.
The drafts reflect the key commercial terms discussed between the Fund's managing partners, Rajesh Mehta and Claire Dubois, and each anchor LP, and have been prepared in close consultation with the Pinnacle team. Among other provisions, each side letter includes a most favored nation election provision, the mechanics and scope of which are described in the respective drafts. We would be happy to walk through any of these provisions with you in greater detail as needed.
With respect to timing, the Fund is targeting a First Close date of **January 15, 2026**, and the parties are aiming to have side letter negotiations substantially completed by approximately **December 20, 2025** to allow sufficient time for execution and closing logistics. To that end, we would appreciate receiving your initial comments and any markup of your client's draft by **November 10, 2025**, which we believe will allow adequate room for subsequent negotiation rounds within the overall timeline.
We are also happy to schedule introductory calls with any or all of you to discuss your client's draft and address any preliminary questions before formal markups are exchanged. My colleague Nicholas Stern (partner) and Stephen Adler (associate), both copied here, are available to join any such calls at your convenience. Please feel free to reach out to any of us to coordinate scheduling. Any questions regarding the LPA itself or the broader fund documentation may also be directed to our team.
Thank you, and we look forward to working with each of you on this.
Best regards,
**Owen Fischer** Associate, Funds & Asset Management Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104 T: (415) 555-0184 E: ofischer@calderwoodharkness.com
---
*CONFIDENTIALITY NOTICE: This email and any attachments are intended solely for the use of the individual(s) to whom it is addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product protections. If you are not the intended recipient, please be advised that any unauthorized review, use, disclosure, dissemination, distribution, or copying of this communication or any of its contents is strictly prohibited. If you have received this email in error, please notify the sender immediately by reply email and permanently delete the original message and all copies. Thank you.*