1002-00003 · Pinnacle Venture Capital Management LLC · Engagement

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com

September 29, 2025

Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025

Attention: Rajesh Mehta, Co-Founder & Managing Partner

Claire Dubois, Co-Founder & Managing Partner

Re: Engagement of Calderwood & Harkness LLP — Side Letter Agreements and Most Favored Nation Election Framework for Pinnacle Venture Fund II LP

Dear Mr. Mehta and Ms. Dubois:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Pinnacle Venture Capital Management LLC, a Delaware limited liability company (the "GP"), in its capacity as the general partner of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund"), in connection with the negotiation, preparation, and documentation of side letter agreements with certain anchor limited partners of the Fund and the structuring and documentation of the most favored nation ("MFN") election framework applicable to qualifying limited partners of the Fund, each as more fully described in Section 2 below.

The Fund was organized pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 12, 2025, under File No. 7924813. The rights, obligations, and governance terms of the Fund and its limited partners will be set forth in the Amended and Restated Limited Partnership Agreement of the Fund, to be dated as of the date of the Fund's initial closing (the "First Close") (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "LPA"). The side letters to be prepared in connection with this engagement will supplement and, solely as between the GP and the applicable limited partner, modify certain terms of the LPA in the manner described herein.

This letter (the "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of the Firm's representation, the engagement team, our fee arrangements, and other matters relevant to the attorney-client relationship between Calderwood & Harkness and the GP. We ask that you review this Engagement Letter carefully and confirm your agreement to its terms by countersigning a copy of this letter as provided in Section 13 below.

2. Scope of Representation

The scope of Calderwood & Harkness's engagement in connection with the Fund's side letter program and MFN election framework shall encompass the following:

(a) Anchor Limited Partner Side Letter Agreements

Calderwood & Harkness will draft, negotiate, and finalize individual side letter agreements (each, a "Side Letter") with the following three anchor limited partners of the Fund (collectively, the "Anchor LPs"):

(i) Cascadia Public Employees' Retirement System ("Cascadia PERS"), a governmental pension plan organized under the laws of the State of Washington. Cascadia PERS has committed to a capital commitment to the Fund in the amount of Seventy-Five Million Dollars ($75,000,000), representing approximately 12.5% of the Fund's target fund size of Six Hundred Million Dollars ($600,000,000) (the "Target Fund Size").

(ii) Northstar Endowment Partners LLC ("Northstar"), a limited liability company organized under the laws of the State of Delaware, serving as the dedicated investment vehicle for the endowment of Veltrano University. Northstar has committed to a capital commitment to the Fund in the amount of Fifty Million Dollars ($50,000,000), representing approximately 8.33% of the Target Fund Size.

(iii) Brindoval Family Office Holdings LP ("Brindoval"), a limited partnership organized under the laws of the State of Delaware. Brindoval has committed to a capital commitment to the Fund in the amount of Forty Million Dollars ($40,000,000), representing approximately 6.67% of the Target Fund Size.

The aggregate capital commitments of the Anchor LPs total One Hundred Sixty-Five Million Dollars ($165,000,000), representing approximately 27.5% of the Target Fund Size. Given the significance of these commitments to the Fund's initial closing and overall capital formation, the Firm understands that the timely completion of Side Letter negotiations with each of the Anchor LPs is a priority for the GP.

(b) Side Letter Terms and Provisions

Each Side Letter will be structured to supplement and, solely as between the GP and the applicable Anchor LP, modify certain terms and conditions of the LPA. The specific provisions to be addressed in each Side Letter will vary based on the nature, regulatory status, and specific requirements of the applicable Anchor LP, but are expected to include, as applicable, the following categories of terms:

(i) Management fee concessions, including reduced management fee rates, management fee offsets, and fee calculation methodologies applicable during the investment period and the post-investment period;

(ii) Co-investment rights, including rights to participate in co-investment opportunities alongside the Fund, allocation priority, notification procedures, and minimum co-investment allocation amounts;

(iii) Excuse and opt-out rights, including the right of certain limited partners to be excused from, or to opt out of, specific Fund investments on the basis of legal, regulatory, tax, or policy considerations applicable to such limited partner;

(iv) Reporting enhancements, including supplemental reporting obligations of the GP, enhanced transparency regarding portfolio company performance, ESG-related reporting, and diversity and inclusion metrics;

(v) FOIA and public records protections, particularly relevant to Cascadia PERS, including provisions addressing the treatment of Fund information in the event of a public records request, prior notice and consultation obligations of the limited partner, and the GP's right to seek protective relief;

(vi) Advisory committee seats, including the right of certain Anchor LPs to designate a representative to serve on the Fund's advisory committee, as well as related governance provisions;

(vii) Key-person event notifications, including enhanced notification rights in the event of a key-person event under the LPA, consultation rights, and accelerated information delivery timelines;

(viii) Transfer rights, including any enhanced or modified transfer, assignment, or secondary sale rights negotiated with an Anchor LP, subject to the transfer restrictions and consent provisions of the LPA;

(ix) Fee netting provisions, addressing the application and allocation of transaction fees, monitoring fees, break-up fees, and other fees received by the GP or its affiliates in connection with Fund investments;

(x) Information rights, including the right to receive additional information from the GP regarding the Fund's investments, operations, or financial condition, beyond the standard reporting obligations set forth in the LPA; and

(xi) Other customary terms, including provisions relating to indemnification, representations and warranties, sovereign immunity (if applicable), governing law modifications, and such other terms as may be customary for side letters in institutional venture capital fund formations.

The Firm will work closely with the GP to tailor each Side Letter to the specific requirements and negotiation objectives of each Anchor LP, while maintaining consistency across the side letter package and managing the GP's exposure under the MFN framework.

Calderwood & Harkness will structure and document a comprehensive most favored nation election framework (the "MFN Framework") applicable to qualifying limited partners of the Fund. The MFN Framework will include the following components:

(i) MFN Eligibility Threshold. The Firm will advise on and document the MFN eligibility threshold, which the GP has preliminarily determined shall be set at capital commitments of Twenty-Five Million Dollars ($25,000,000) or greater. Limited partners whose capital commitments equal or exceed this threshold (each, an "Eligible LP") will be entitled to elect certain rights and benefits granted in Side Letters to other limited partners of the Fund, subject to the exclusions described below.

(ii) MFN Election Procedures Letter and Election Form. The Firm will draft a template MFN election procedures letter (the "MFN Procedures Letter") to be delivered by the GP to each Eligible LP, together with a standardized MFN election form (the "MFN Election Form") to be completed and returned by any Eligible LP wishing to make an MFN election. The MFN Procedures Letter will set forth the procedures, timing, and conditions applicable to MFN elections, including the process for the GP's review and confirmation of elected provisions.

(iii) Excluded Provisions. The Firm will define and categorize certain provisions that will not be available for election under the MFN Framework (collectively, "Excluded Provisions"). Excluded Provisions are expected to include, without limitation: (A) provisions granted to a limited partner in order to satisfy specific legal, regulatory, or tax requirements applicable to such limited partner by reason of its status, jurisdiction, or governing law; (B) advisory committee seats and related governance rights; (C) portfolio company board observer rights; and (D) any other terms that the GP reasonably determines are specific to the legal, regulatory, or organizational status of a particular limited partner and are not appropriate for general election by other limited partners.

(iv) Redacted MFN Side Letter Compilation. The Firm will prepare a redacted compilation of the Side Letters entered into by the Fund (the "MFN Side Letter Compilation"), from which the identities of the limited partners party thereto and all Excluded Provisions shall be redacted. The MFN Side Letter Compilation will be delivered by the GP to each Eligible LP within fifteen (15) business days following the final closing of the Fund (the "Final Close"), which is currently targeted to occur on or before July 15, 2026.

(v) MFN Election Period. Following delivery of the MFN Side Letter Compilation, each Eligible LP shall have a period of thirty (30) calendar days (the "MFN Election Period") in which to review the MFN Side Letter Compilation and submit a completed MFN Election Form to the GP indicating which provisions, if any, such Eligible LP elects to receive. The Firm will advise the GP on the review, confirmation, and administration of MFN elections following the close of the MFN Election Period.

(d) Coordination with Counterparty Counsel

Calderwood & Harkness will serve as lead counsel to the GP in all negotiations with the Anchor LPs and will coordinate directly with the legal counsel representing each of the Anchor LPs during the negotiation period. The Firm understands that the following law firms will serve as counterparty counsel:

(i) Whitfield & Gage LLP (Portland, Oregon), with Sandra Okafor as lead partner, serving as counsel to Cascadia Public Employees' Retirement System;

(ii) Hollander McKee & Stone LLP (Boston, Massachusetts), with David Tannenbaum as lead partner, serving as counsel to Northstar Endowment Partners LLC; and

(iii) Prescott & Langley LLP (Chicago, Illinois), with Angela Ferris as lead partner, serving as counsel to Brindoval Family Office Holdings LP.

The Firm will coordinate the distribution of initial Side Letter drafts to each counterparty counsel, manage the negotiation process, track open issues, and seek to resolve negotiation points in a manner consistent with the GP's objectives and the Fund's overall commercial terms. The Firm will also facilitate, as appropriate, the scheduling and conduct of negotiation calls between the parties and their respective counsel.

(e) Internal Analyses and Negotiation Support

In support of the Side Letter negotiations and the MFN Framework, Calderwood & Harkness will prepare the following internal analyses and work product for the GP's use:

(i) Redline Comparison Chart. A comprehensive redline comparison chart setting forth, on a term-by-term and LP-by-LP basis, the specific provisions granted in each Side Letter, highlighting differences among the Anchor LP Side Letters and identifying areas of potential MFN exposure.

(ii) MFN Exposure Analysis. An analysis of the GP's exposure under the MFN Framework resulting from the provisions included in the Anchor LP Side Letters, including an assessment of the likelihood and potential impact of Eligible LP elections with respect to specific provisions, and recommendations for mitigating MFN risk through the designation of Excluded Provisions or the structuring of Side Letter terms.

(iii) Negotiation Issues Tracker. A running issues tracker to be maintained throughout the negotiation period, cataloging open negotiation points, counterparty positions, the GP's responses, and the resolution status of each issue.

These materials will be prepared for the GP's internal use and will be subject to the attorney-client privilege and work product protections, as applicable.

(f) Closing Checklist — First Close Deliverables

Calderwood & Harkness will prepare a closing checklist identifying all deliverables and conditions related to Side Letter execution that must be completed in connection with the First Close, including the execution and delivery of each Anchor LP Side Letter, the GP's execution of any related certificates, confirmations, or ancillary documents, and the distribution of any required notices or disclosures to the Anchor LPs or other limited partners of the Fund.

3. Matters Outside the Scope of Engagement

The GP and the Firm acknowledge and agree that the following matters are expressly outside the scope of this engagement and are not included in the services to be provided by Calderwood & Harkness hereunder:

(a) The drafting, negotiation, or review of the LPA itself, or any amendments or restatements thereto;

(b) The preparation, drafting, or review of the Fund's private placement memorandum, confidential offering memorandum, subscription agreements, investor questionnaires, or other offering or subscription documents;

(c) Any filings with, or submissions to, the U.S. Securities and Exchange Commission (the "SEC") or any state securities regulator, including Form D filings, Form ADV amendments, or blue sky filings;

(d) Tax structuring, tax planning, or the rendering of any tax opinion or tax advice in connection with the Fund, the GP, or any limited partner, including any analysis under Subchapter K of the Internal Revenue Code of 1986, as amended, or any state or local tax regime;

(e) Analysis of compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the plan asset regulations thereunder, except to the extent of any ERISA-related representations, warranties, or acknowledgments that may be included in the Side Letters as a matter of standard drafting practice;

(f) Any representation of, or advice to, the GP or the Fund in connection with the Fund's placement agent arrangements with Greystone Capital Advisors LLC, including the negotiation, review, or interpretation of any placement agent agreement; and

(g) Any litigation, arbitration, mediation, or other dispute resolution proceeding, whether arising out of or related to the Side Letters, the LPA, the Fund, or otherwise.

In the event that the GP wishes to expand the scope of Calderwood & Harkness's representation to include any of the foregoing matters or any other matter not described in Section 2 above, such expansion of scope shall be confirmed in a separate engagement letter or in a written amendment to this Engagement Letter, setting forth the additional scope, engagement team, fee arrangements, and other applicable terms.

4. Engagement Team

The following attorneys will comprise the Calderwood & Harkness engagement team for this matter:

The GP's primary day-to-day contact for the engagement will be Owen Fischer. For strategic and client relationship matters, the GP may contact Nicholas Stern directly. The Firm may, from time to time, assign additional attorneys or professional staff to the engagement as circumstances warrant, and will inform the GP of any material changes to the composition of the engagement team.

5. Fees and Billing

(a) Billing Rates

Services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard 2025 billing rates, which are as follows:

The foregoing billing rates are the Firm's standard rates in effect as of January 1, 2025. Billing rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will notify the GP in advance of any changes to the billing rates applicable to this engagement. In the event that senior associates are assigned to the engagement in a supporting capacity, the applicable senior associate rate set forth above will apply.

(b) Fee Estimate

Based on the scope of services described in Section 2 above, and on the Firm's experience with comparable side letter programs for venture capital and private equity fund formations, Calderwood & Harkness estimates that total professional fees for the engagement will be in the range of $185,000 to $225,000. This estimate is based on an anticipated total of approximately 170 to 210 hours of attorney time across the engagement team, and assumes a negotiation process involving a customary number of drafting rounds and negotiation sessions with each of the three Anchor LPs.

The foregoing estimate is provided solely for the GP's budgeting and planning purposes and does not constitute a cap on fees or a fixed fee arrangement. Actual fees may be higher or lower than the estimate depending on a number of factors, including the complexity and duration of negotiations with each Anchor LP, the number and scope of negotiation rounds, the extent of LP-specific requirements or unusual provisions, and the responsiveness of counterparty counsel. The Firm will provide the GP with monthly updates on accrued fees relative to the estimate and will promptly notify the GP if the Firm believes that fees are likely to materially exceed the estimated range.

In addition to professional fees, the GP will be responsible for the reimbursement of reasonable out-of-pocket disbursements incurred by the Firm in connection with this engagement. Disbursements may include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions or meetings), document production and reproduction costs, filing fees, courier and overnight delivery charges, long-distance telephone charges, and similar expenses. All disbursements will be billed at the Firm's actual cost, without markup.

(d) Billing and Payment

Calderwood & Harkness will render invoices for professional fees and disbursements on a monthly basis, in arrears. Each invoice will include a summary of the services rendered and the disbursements incurred during the applicable billing period, together with a detail of hours billed by each timekeeper.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Amounts not paid within the thirty-day period will bear interest at the rate of 1.0% per month (or, if less, the maximum rate permitted by applicable law), calculated from the due date until the date of payment. The Firm reserves the right to suspend or terminate its services in the event of a material delinquency in payment, subject to the Firm's ethical obligations and the provisions of Section 12 below.

6. Key Timeline and Milestones

The following table sets forth the key dates and milestones currently anticipated for the engagement. These dates are targets based on the information available as of the date of this Engagement Letter and are subject to adjustment as circumstances warrant.

Calderwood & Harkness will use commercially reasonable efforts to meet the foregoing timeline and milestones; however, the Firm notes that the actual schedule will depend on a number of factors outside the Firm's control, including the responsiveness of counterparty counsel and the Anchor LPs, the complexity and scope of LP-specific negotiation requests, and any changes to the GP's fundraising timeline or closing schedule. The Firm will keep the GP regularly informed of progress against the timeline and will promptly communicate any anticipated delays or scheduling issues.

7. Confidentiality

Calderwood & Harkness will maintain the confidentiality of all information provided by the GP and the Fund in connection with this engagement, in accordance with the Firm's professional obligations under the California Rules of Professional Conduct and applicable law. The Firm will not disclose confidential information to any third party except as authorized by the GP, as required by law or court order, or as necessary to carry out the Firm's responsibilities under this engagement (including, for the avoidance of doubt, communications with counterparty counsel in the course of Side Letter negotiations, as directed by the GP).

The Firm acknowledges the particularly sensitive nature of LP-specific terms and the MFN Framework structure, and will implement appropriate internal controls to safeguard such information, including limiting access to engagement files and work product to members of the engagement team and such other Firm personnel as are reasonably necessary to support the engagement.

8. Conflicts of Interest

Based on a conflicts check conducted by the Firm as of the date of this Engagement Letter, Calderwood & Harkness is not aware of any current conflict of interest that would preclude the Firm from undertaking this engagement in accordance with applicable rules of professional conduct.

The Firm confirms that Calderwood & Harkness does not currently represent, and has not within the past twenty-four (24) months represented, any of the three Anchor LPs — Cascadia Public Employees' Retirement System, Northstar Endowment Partners LLC, or Brindoval Family Office Holdings LP — or any of their respective legal counsel — Whitfield & Gage LLP (Portland, Oregon), Hollander McKee & Stone LLP (Boston, Massachusetts), or Prescott & Langley LLP (Chicago, Illinois) — in any matter, whether related or unrelated to the subject matter of this engagement.

In the event that a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify the GP and discuss appropriate steps to address the conflict, which may include, depending on the nature and severity of the conflict, obtaining an informed written waiver from the affected parties, implementing an ethical screen within the Firm, or, if necessary, withdrawing from the engagement in whole or in part. The Firm will endeavor to minimize any disruption to the engagement in the event a conflict issue arises.

9. Client Identity and Authority

The client in this engagement is Pinnacle Venture Capital Management LLC, in its capacity as the general partner of Pinnacle Venture Fund II LP. For the avoidance of doubt, Calderwood & Harkness does not represent, and this Engagement Letter does not create an attorney-client relationship with:

(a) any individual limited partner of the Fund, including any of the Anchor LPs;

(b) the Fund itself as a separate legal entity, except to the extent that the interests of the Fund are aligned with, and directed by, the GP in the GP's capacity as the general partner and manager of the Fund; or

(c) any individual managing partner, officer, member, or employee of the GP in his or her personal capacity, including Rajesh Mehta and Claire Dubois.

All instructions, authorizations, and direction regarding this engagement shall be received by the Firm from Rajesh Mehta and/or Claire Dubois, acting on behalf of the GP. The Firm shall be entitled to rely upon any instruction or authorization communicated by either Mr. Mehta or Ms. Dubois as being duly authorized by the GP, absent written notice to the contrary.

10. Document Retention

Calderwood & Harkness will retain all files and documents relating to this engagement in accordance with the Firm's standard document retention policies, as in effect from time to time. The Firm's current policy provides for the retention of closed engagement files for a minimum period of seven (7) years following the conclusion of the engagement, after which such files may be destroyed in the ordinary course.

Upon the conclusion of the engagement, or at any time thereafter upon written request from the GP, the Firm will return any original documents provided by the GP to the Firm in connection with the engagement. Copies of engagement files and work product may be retained by the Firm in accordance with its retention policies and applicable professional obligations.

11. Governing Law

This Engagement Letter and the terms of the engagement described herein shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. The selection of Delaware law as the governing law for this Engagement Letter is consistent with the governing law provisions of the Side Letters, the LPA, and the Fund's organizational documents, and is intended to provide uniformity across the documentation of the Fund's formation and investor arrangements.

12. Termination

Either the GP or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Termination of the engagement shall not relieve the GP of its obligation to pay all professional fees and disbursements incurred by the Firm through the effective date of termination, including any amounts reflected on invoices rendered prior to or after the date of termination for services performed through such date.

Upon any termination of the engagement, Calderwood & Harkness will take such steps as are reasonably necessary to protect the GP's interests during the transition period, including cooperating with successor counsel, delivering work product and files to the GP or its designee, and providing reasonable assistance in connection with the orderly transition of the matter. The Firm's obligations under Sections 7 (Confidentiality) and 10 (Document Retention) shall survive termination of the engagement.

13. Acceptance and Counterparts

We respectfully request that the GP confirm its agreement to the terms and conditions of this Engagement Letter by having an authorized representative of the GP countersign a copy of this letter in the space provided below and return the executed copy to Calderwood & Harkness at the address set forth above, or by electronic transmission to Nicholas Stern at nstern@calderwoodharkness.com.

This Engagement Letter may be executed in one or more counterparts, including by means of electronic signature (including Brightwater Software or similar platforms), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Engagement Letter by electronic mail in portable document format (.pdf) or by other electronic transmission shall be effective as delivery of an original executed counterpart.

We look forward to working with you and the entire Pinnacle team on this important engagement. We are confident that Calderwood & Harkness's experience in fund formation and institutional side letter programs will be of significant value to the GP and the Fund as you advance toward your First Close and beyond. Please do not hesitate to contact Nicholas Stern or Owen Fischer with any questions regarding this Engagement Letter or the scope of our representation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nicholas Stern, Partner Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: (415) 392-7800

Email: nstern@calderwoodharkness.com

ACKNOWLEDGED AND AGREED

PINNACLE VENTURE CAPITAL MANAGEMENT LLC

By: ________

Name: Rajesh Mehta

Title: Co-Founder & Managing Partner

Date: ________

By: ________

Name: Claire Dubois

Title: Co-Founder & Managing Partner

Date: ________

cc:

Graham Sutherland, Calderwood & Harkness LLP Owen Fischer, Calderwood & Harkness LLP Stephen Adler, Calderwood & Harkness LLP

Team Member	Role	Practice Group	Primary Responsibilities
Nicholas Stern	Responsible Partner	Funds & Asset Management	Primary point of contact for strategic matters and client relationship management; overall supervision of the engagement; participation in key negotiation sessions with counterparty counsel
Graham Sutherland	Billing Partner	Funds & Asset Management	Billing administration and fee monitoring; periodic review of engagement progress and work product
Owen Fischer	Lead Associate	Funds & Asset Management	Day-to-day management of the engagement; principal drafter of all Side Letters, MFN Framework documents, and internal analyses; primary liaison with counterparty counsel; coordination of negotiation schedules and issue resolution
Stephen Adler	Working Associate	Funds & Asset Management	Supporting drafting and research; preparation of the MFN exposure analysis, redline comparison charts, and negotiation issues tracker; assistance with closing checklist preparation
Timekeeper	Rate Category	Hourly Rate
Nicholas Stern	Partner	$1,450
Graham Sutherland	Partner	$1,450
Senior Associates	Senior Associate	$950
Owen Fischer	Associate	$750
Stephen Adler	Associate	$750
Milestone	Target Date
Engagement opened	September 29, 2025
Distribution of initial Side Letter drafts to Anchor LP counsel	October 20, 2025
Negotiation period (estimated)	October 20, 2025 — December 20, 2025
First Close (target)	January 15, 2026
Final Close (deadline)	July 15, 2026
Delivery of MFN Side Letter Compilation to Eligible LPs	Within 15 business days after Final Close
MFN Election Period	30 calendar days following delivery of the MFN Side Letter Compilation

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com
September 29, 2025
Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025
Attention: Rajesh Mehta, Co-Founder & Managing Partner
Claire Dubois, Co-Founder & Managing Partner
Re: Engagement of Calderwood & Harkness LLP — Side Letter Agreements and Most Favored Nation Election Framework for Pinnacle Venture Fund II LP
Dear Mr. Mehta and Ms. Dubois:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Pinnacle Venture Capital Management LLC, a Delaware limited liability company (the "GP"), in its capacity as the general partner of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund"), in connection with the negotiation, preparation, and documentation of side letter agreements with certain anchor limited partners of the Fund and the structuring and documentation of the most favored nation ("MFN") election framework applicable to qualifying limited partners of the Fund, each as more fully described in Section 2 below.
The Fund was organized pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 12, 2025, under File No. 7924813. The rights, obligations, and governance terms of the Fund and its limited partners will be set forth in the Amended and Restated Limited Partnership Agreement of the Fund, to be dated as of the date of the Fund's initial closing (the "First Close") (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "LPA"). The side letters to be prepared in connection with this engagement will supplement and, solely as between the GP and the applicable limited partner, modify certain terms of the LPA in the manner described herein.
This letter (the "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of the Firm's representation, the engagement team, our fee arrangements, and other matters relevant to the attorney-client relationship between Calderwood & Harkness and the GP. We ask that you review this Engagement Letter carefully and confirm your agreement to its terms by countersigning a copy of this letter as provided in Section 13 below.
2. Scope of Representation
The scope of Calderwood & Harkness's engagement in connection with the Fund's side letter program and MFN election framework shall encompass the following:
(a) Anchor Limited Partner Side Letter Agreements
Calderwood & Harkness will draft, negotiate, and finalize individual side letter agreements (each, a "Side Letter") with the following three anchor limited partners of the Fund (collectively, the "Anchor LPs"):
(i) Cascadia Public Employees' Retirement System ("Cascadia PERS"), a governmental pension plan organized under the laws of the State of Washington. Cascadia PERS has committed to a capital commitment to the Fund in the amount of Seventy-Five Million Dollars ($75,000,000), representing approximately 12.5% of the Fund's target fund size of Six Hundred Million Dollars ($600,000,000) (the "Target Fund Size").
(ii) Northstar Endowment Partners LLC ("Northstar"), a limited liability company organized under the laws of the State of Delaware, serving as the dedicated investment vehicle for the endowment of Veltrano University. Northstar has committed to a capital commitment to the Fund in the amount of Fifty Million Dollars ($50,000,000), representing approximately 8.33% of the Target Fund Size.
(iii) Brindoval Family Office Holdings LP ("Brindoval"), a limited partnership organized under the laws of the State of Delaware. Brindoval has committed to a capital commitment to the Fund in the amount of Forty Million Dollars ($40,000,000), representing approximately 6.67% of the Target Fund Size.
The aggregate capital commitments of the Anchor LPs total One Hundred Sixty-Five Million Dollars ($165,000,000), representing approximately 27.5% of the Target Fund Size. Given the significance of these commitments to the Fund's initial closing and overall capital formation, the Firm understands that the timely completion of Side Letter negotiations with each of the Anchor LPs is a priority for the GP.
(b) Side Letter Terms and Provisions
Each Side Letter will be structured to supplement and, solely as between the GP and the applicable Anchor LP, modify certain terms and conditions of the LPA. The specific provisions to be addressed in each Side Letter will vary based on the nature, regulatory status, and specific requirements of the applicable Anchor LP, but are expected to include, as applicable, the following categories of terms:
(i) Management fee concessions, including reduced management fee rates, management fee offsets, and fee calculation methodologies applicable during the investment period and the post-investment period;
(ii) Co-investment rights, including rights to participate in co-investment opportunities alongside the Fund, allocation priority, notification procedures, and minimum co-investment allocation amounts;
(iii) Excuse and opt-out rights, including the right of certain limited partners to be excused from, or to opt out of, specific Fund investments on the basis of legal, regulatory, tax, or policy considerations applicable to such limited partner;
(iv) Reporting enhancements, including supplemental reporting obligations of the GP, enhanced transparency regarding portfolio company performance, ESG-related reporting, and diversity and inclusion metrics;
(v) FOIA and public records protections, particularly relevant to Cascadia PERS, including provisions addressing the treatment of Fund information in the event of a public records request, prior notice and consultation obligations of the limited partner, and the GP's right to seek protective relief;
(vi) Advisory committee seats, including the right of certain Anchor LPs to designate a representative to serve on the Fund's advisory committee, as well as related governance provisions;
(vii) Key-person event notifications, including enhanced notification rights in the event of a key-person event under the LPA, consultation rights, and accelerated information delivery timelines;
(viii) Transfer rights, including any enhanced or modified transfer, assignment, or secondary sale rights negotiated with an Anchor LP, subject to the transfer restrictions and consent provisions of the LPA;
(ix) Fee netting provisions, addressing the application and allocation of transaction fees, monitoring fees, break-up fees, and other fees received by the GP or its affiliates in connection with Fund investments;
(x) Information rights, including the right to receive additional information from the GP regarding the Fund's investments, operations, or financial condition, beyond the standard reporting obligations set forth in the LPA; and
(xi) Other customary terms, including provisions relating to indemnification, representations and warranties, sovereign immunity (if applicable), governing law modifications, and such other terms as may be customary for side letters in institutional venture capital fund formations.
The Firm will work closely with the GP to tailor each Side Letter to the specific requirements and negotiation objectives of each Anchor LP, while maintaining consistency across the side letter package and managing the GP's exposure under the MFN framework.
(c) Most Favored Nation Election Framework
Calderwood & Harkness will structure and document a comprehensive most favored nation election framework (the "MFN Framework") applicable to qualifying limited partners of the Fund. The MFN Framework will include the following components:
(i) MFN Eligibility Threshold. The Firm will advise on and document the MFN eligibility threshold, which the GP has preliminarily determined shall be set at capital commitments of Twenty-Five Million Dollars ($25,000,000) or greater. Limited partners whose capital commitments equal or exceed this threshold (each, an "Eligible LP") will be entitled to elect certain rights and benefits granted in Side Letters to other limited partners of the Fund, subject to the exclusions described below.
(ii) MFN Election Procedures Letter and Election Form. The Firm will draft a template MFN election procedures letter (the "MFN Procedures Letter") to be delivered by the GP to each Eligible LP, together with a standardized MFN election form (the "MFN Election Form") to be completed and returned by any Eligible LP wishing to make an MFN election. The MFN Procedures Letter will set forth the procedures, timing, and conditions applicable to MFN elections, including the process for the GP's review and confirmation of elected provisions.
(iii) Excluded Provisions. The Firm will define and categorize certain provisions that will not be available for election under the MFN Framework (collectively, "Excluded Provisions"). Excluded Provisions are expected to include, without limitation: (A) provisions granted to a limited partner in order to satisfy specific legal, regulatory, or tax requirements applicable to such limited partner by reason of its status, jurisdiction, or governing law; (B) advisory committee seats and related governance rights; (C) portfolio company board observer rights; and (D) any other terms that the GP reasonably determines are specific to the legal, regulatory, or organizational status of a particular limited partner and are not appropriate for general election by other limited partners.
(iv) Redacted MFN Side Letter Compilation. The Firm will prepare a redacted compilation of the Side Letters entered into by the Fund (the "MFN Side Letter Compilation"), from which the identities of the limited partners party thereto and all Excluded Provisions shall be redacted. The MFN Side Letter Compilation will be delivered by the GP to each Eligible LP within fifteen (15) business days following the final closing of the Fund (the "Final Close"), which is currently targeted to occur on or before July 15, 2026.
(v) MFN Election Period. Following delivery of the MFN Side Letter Compilation, each Eligible LP shall have a period of thirty (30) calendar days (the "MFN Election Period") in which to review the MFN Side Letter Compilation and submit a completed MFN Election Form to the GP indicating which provisions, if any, such Eligible LP elects to receive. The Firm will advise the GP on the review, confirmation, and administration of MFN elections following the close of the MFN Election Period.
(d) Coordination with Counterparty Counsel
Calderwood & Harkness will serve as lead counsel to the GP in all negotiations with the Anchor LPs and will coordinate directly with the legal counsel representing each of the Anchor LPs during the negotiation period. The Firm understands that the following law firms will serve as counterparty counsel:
(i) Whitfield & Gage LLP (Portland, Oregon), with Sandra Okafor as lead partner, serving as counsel to Cascadia Public Employees' Retirement System;
(ii) Hollander McKee & Stone LLP (Boston, Massachusetts), with David Tannenbaum as lead partner, serving as counsel to Northstar Endowment Partners LLC; and
(iii) Prescott & Langley LLP (Chicago, Illinois), with Angela Ferris as lead partner, serving as counsel to Brindoval Family Office Holdings LP.
The Firm will coordinate the distribution of initial Side Letter drafts to each counterparty counsel, manage the negotiation process, track open issues, and seek to resolve negotiation points in a manner consistent with the GP's objectives and the Fund's overall commercial terms. The Firm will also facilitate, as appropriate, the scheduling and conduct of negotiation calls between the parties and their respective counsel.
(e) Internal Analyses and Negotiation Support
In support of the Side Letter negotiations and the MFN Framework, Calderwood & Harkness will prepare the following internal analyses and work product for the GP's use:
(i) Redline Comparison Chart. A comprehensive redline comparison chart setting forth, on a term-by-term and LP-by-LP basis, the specific provisions granted in each Side Letter, highlighting differences among the Anchor LP Side Letters and identifying areas of potential MFN exposure.
(ii) MFN Exposure Analysis. An analysis of the GP's exposure under the MFN Framework resulting from the provisions included in the Anchor LP Side Letters, including an assessment of the likelihood and potential impact of Eligible LP elections with respect to specific provisions, and recommendations for mitigating MFN risk through the designation of Excluded Provisions or the structuring of Side Letter terms.
(iii) Negotiation Issues Tracker. A running issues tracker to be maintained throughout the negotiation period, cataloging open negotiation points, counterparty positions, the GP's responses, and the resolution status of each issue.
These materials will be prepared for the GP's internal use and will be subject to the attorney-client privilege and work product protections, as applicable.
(f) Closing Checklist — First Close Deliverables
Calderwood & Harkness will prepare a closing checklist identifying all deliverables and conditions related to Side Letter execution that must be completed in connection with the First Close, including the execution and delivery of each Anchor LP Side Letter, the GP's execution of any related certificates, confirmations, or ancillary documents, and the distribution of any required notices or disclosures to the Anchor LPs or other limited partners of the Fund.
3. Matters Outside the Scope of Engagement
The GP and the Firm acknowledge and agree that the following matters are expressly outside the scope of this engagement and are not included in the services to be provided by Calderwood & Harkness hereunder:
(a) The drafting, negotiation, or review of the LPA itself, or any amendments or restatements thereto;
(b) The preparation, drafting, or review of the Fund's private placement memorandum, confidential offering memorandum, subscription agreements, investor questionnaires, or other offering or subscription documents;
(c) Any filings with, or submissions to, the U.S. Securities and Exchange Commission (the "SEC") or any state securities regulator, including Form D filings, Form ADV amendments, or blue sky filings;
(d) Tax structuring, tax planning, or the rendering of any tax opinion or tax advice in connection with the Fund, the GP, or any limited partner, including any analysis under Subchapter K of the Internal Revenue Code of 1986, as amended, or any state or local tax regime;
(e) Analysis of compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the plan asset regulations thereunder, except to the extent of any ERISA-related representations, warranties, or acknowledgments that may be included in the Side Letters as a matter of standard drafting practice;
(f) Any representation of, or advice to, the GP or the Fund in connection with the Fund's placement agent arrangements with Greystone Capital Advisors LLC, including the negotiation, review, or interpretation of any placement agent agreement; and
(g) Any litigation, arbitration, mediation, or other dispute resolution proceeding, whether arising out of or related to the Side Letters, the LPA, the Fund, or otherwise.
In the event that the GP wishes to expand the scope of Calderwood & Harkness's representation to include any of the foregoing matters or any other matter not described in Section 2 above, such expansion of scope shall be confirmed in a separate engagement letter or in a written amendment to this Engagement Letter, setting forth the additional scope, engagement team, fee arrangements, and other applicable terms.
4. Engagement Team
The following attorneys will comprise the Calderwood & Harkness engagement team for this matter:
The GP's primary day-to-day contact for the engagement will be Owen Fischer. For strategic and client relationship matters, the GP may contact Nicholas Stern directly. The Firm may, from time to time, assign additional attorneys or professional staff to the engagement as circumstances warrant, and will inform the GP of any material changes to the composition of the engagement team.
5. Fees and Billing
(a) Billing Rates
Services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard 2025 billing rates, which are as follows:
The foregoing billing rates are the Firm's standard rates in effect as of January 1, 2025. Billing rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will notify the GP in advance of any changes to the billing rates applicable to this engagement. In the event that senior associates are assigned to the engagement in a supporting capacity, the applicable senior associate rate set forth above will apply.
(b) Fee Estimate
Based on the scope of services described in Section 2 above, and on the Firm's experience with comparable side letter programs for venture capital and private equity fund formations, Calderwood & Harkness estimates that total professional fees for the engagement will be in the range of $185,000 to $225,000. This estimate is based on an anticipated total of approximately 170 to 210 hours of attorney time across the engagement team, and assumes a negotiation process involving a customary number of drafting rounds and negotiation sessions with each of the three Anchor LPs.
The foregoing estimate is provided solely for the GP's budgeting and planning purposes and does not constitute a cap on fees or a fixed fee arrangement. Actual fees may be higher or lower than the estimate depending on a number of factors, including the complexity and duration of negotiations with each Anchor LP, the number and scope of negotiation rounds, the extent of LP-specific requirements or unusual provisions, and the responsiveness of counterparty counsel. The Firm will provide the GP with monthly updates on accrued fees relative to the estimate and will promptly notify the GP if the Firm believes that fees are likely to materially exceed the estimated range.
(c) Disbursements and Expenses
In addition to professional fees, the GP will be responsible for the reimbursement of reasonable out-of-pocket disbursements incurred by the Firm in connection with this engagement. Disbursements may include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions or meetings), document production and reproduction costs, filing fees, courier and overnight delivery charges, long-distance telephone charges, and similar expenses. All disbursements will be billed at the Firm's actual cost, without markup.
(d) Billing and Payment
Calderwood & Harkness will render invoices for professional fees and disbursements on a monthly basis, in arrears. Each invoice will include a summary of the services rendered and the disbursements incurred during the applicable billing period, together with a detail of hours billed by each timekeeper.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Amounts not paid within the thirty-day period will bear interest at the rate of 1.0% per month (or, if less, the maximum rate permitted by applicable law), calculated from the due date until the date of payment. The Firm reserves the right to suspend or terminate its services in the event of a material delinquency in payment, subject to the Firm's ethical obligations and the provisions of Section 12 below.
6. Key Timeline and Milestones
The following table sets forth the key dates and milestones currently anticipated for the engagement. These dates are targets based on the information available as of the date of this Engagement Letter and are subject to adjustment as circumstances warrant.
Calderwood & Harkness will use commercially reasonable efforts to meet the foregoing timeline and milestones; however, the Firm notes that the actual schedule will depend on a number of factors outside the Firm's control, including the responsiveness of counterparty counsel and the Anchor LPs, the complexity and scope of LP-specific negotiation requests, and any changes to the GP's fundraising timeline or closing schedule. The Firm will keep the GP regularly informed of progress against the timeline and will promptly communicate any anticipated delays or scheduling issues.
7. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information provided by the GP and the Fund in connection with this engagement, in accordance with the Firm's professional obligations under the California Rules of Professional Conduct and applicable law. The Firm will not disclose confidential information to any third party except as authorized by the GP, as required by law or court order, or as necessary to carry out the Firm's responsibilities under this engagement (including, for the avoidance of doubt, communications with counterparty counsel in the course of Side Letter negotiations, as directed by the GP).
The Firm acknowledges the particularly sensitive nature of LP-specific terms and the MFN Framework structure, and will implement appropriate internal controls to safeguard such information, including limiting access to engagement files and work product to members of the engagement team and such other Firm personnel as are reasonably necessary to support the engagement.
8. Conflicts of Interest
Based on a conflicts check conducted by the Firm as of the date of this Engagement Letter, Calderwood & Harkness is not aware of any current conflict of interest that would preclude the Firm from undertaking this engagement in accordance with applicable rules of professional conduct.
The Firm confirms that Calderwood & Harkness does not currently represent, and has not within the past twenty-four (24) months represented, any of the three Anchor LPs — Cascadia Public Employees' Retirement System, Northstar Endowment Partners LLC, or Brindoval Family Office Holdings LP — or any of their respective legal counsel — Whitfield & Gage LLP (Portland, Oregon), Hollander McKee & Stone LLP (Boston, Massachusetts), or Prescott & Langley LLP (Chicago, Illinois) — in any matter, whether related or unrelated to the subject matter of this engagement.
In the event that a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify the GP and discuss appropriate steps to address the conflict, which may include, depending on the nature and severity of the conflict, obtaining an informed written waiver from the affected parties, implementing an ethical screen within the Firm, or, if necessary, withdrawing from the engagement in whole or in part. The Firm will endeavor to minimize any disruption to the engagement in the event a conflict issue arises.
9. Client Identity and Authority
The client in this engagement is Pinnacle Venture Capital Management LLC, in its capacity as the general partner of Pinnacle Venture Fund II LP. For the avoidance of doubt, Calderwood & Harkness does not represent, and this Engagement Letter does not create an attorney-client relationship with:
(a) any individual limited partner of the Fund, including any of the Anchor LPs;
(b) the Fund itself as a separate legal entity, except to the extent that the interests of the Fund are aligned with, and directed by, the GP in the GP's capacity as the general partner and manager of the Fund; or
(c) any individual managing partner, officer, member, or employee of the GP in his or her personal capacity, including Rajesh Mehta and Claire Dubois.
All instructions, authorizations, and direction regarding this engagement shall be received by the Firm from Rajesh Mehta and/or Claire Dubois, acting on behalf of the GP. The Firm shall be entitled to rely upon any instruction or authorization communicated by either Mr. Mehta or Ms. Dubois as being duly authorized by the GP, absent written notice to the contrary.
10. Document Retention
Calderwood & Harkness will retain all files and documents relating to this engagement in accordance with the Firm's standard document retention policies, as in effect from time to time. The Firm's current policy provides for the retention of closed engagement files for a minimum period of seven (7) years following the conclusion of the engagement, after which such files may be destroyed in the ordinary course.
Upon the conclusion of the engagement, or at any time thereafter upon written request from the GP, the Firm will return any original documents provided by the GP to the Firm in connection with the engagement. Copies of engagement files and work product may be retained by the Firm in accordance with its retention policies and applicable professional obligations.
11. Governing Law
This Engagement Letter and the terms of the engagement described herein shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. The selection of Delaware law as the governing law for this Engagement Letter is consistent with the governing law provisions of the Side Letters, the LPA, and the Fund's organizational documents, and is intended to provide uniformity across the documentation of the Fund's formation and investor arrangements.
12. Termination
Either the GP or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Termination of the engagement shall not relieve the GP of its obligation to pay all professional fees and disbursements incurred by the Firm through the effective date of termination, including any amounts reflected on invoices rendered prior to or after the date of termination for services performed through such date.
Upon any termination of the engagement, Calderwood & Harkness will take such steps as are reasonably necessary to protect the GP's interests during the transition period, including cooperating with successor counsel, delivering work product and files to the GP or its designee, and providing reasonable assistance in connection with the orderly transition of the matter. The Firm's obligations under Sections 7 (Confidentiality) and 10 (Document Retention) shall survive termination of the engagement.
13. Acceptance and Counterparts
We respectfully request that the GP confirm its agreement to the terms and conditions of this Engagement Letter by having an authorized representative of the GP countersign a copy of this letter in the space provided below and return the executed copy to Calderwood & Harkness at the address set forth above, or by electronic transmission to Nicholas Stern at nstern@calderwoodharkness.com.
This Engagement Letter may be executed in one or more counterparts, including by means of electronic signature (including Brightwater Software or similar platforms), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Engagement Letter by electronic mail in portable document format (.pdf) or by other electronic transmission shall be effective as delivery of an original executed counterpart.
We look forward to working with you and the entire Pinnacle team on this important engagement. We are confident that Calderwood & Harkness's experience in fund formation and institutional side letter programs will be of significant value to the GP and the Fund as you advance toward your First Close and beyond. Please do not hesitate to contact Nicholas Stern or Owen Fischer with any questions regarding this Engagement Letter or the scope of our representation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nicholas Stern, Partner Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: (415) 392-7800
Email: nstern@calderwoodharkness.com
ACKNOWLEDGED AND AGREED
PINNACLE VENTURE CAPITAL MANAGEMENT LLC
By: ________
Name: Rajesh Mehta
Title: Co-Founder & Managing Partner
Date: ________
By: ________
Name: Claire Dubois
Title: Co-Founder & Managing Partner
Date: ________
cc:
Graham Sutherland, Calderwood & Harkness LLP Owen Fischer, Calderwood & Harkness LLP Stephen Adler, Calderwood & Harkness LLP
Team Member | Role | Practice Group | Primary Responsibilities
Nicholas Stern | Responsible Partner | Funds & Asset Management | Primary point of contact for strategic matters and client relationship management; overall supervision of the engagement; participation in key negotiation sessions with counterparty counsel
Graham Sutherland | Billing Partner | Funds & Asset Management | Billing administration and fee monitoring; periodic review of engagement progress and work product
Owen Fischer | Lead Associate | Funds & Asset Management | Day-to-day management of the engagement; principal drafter of all Side Letters, MFN Framework documents, and internal analyses; primary liaison with counterparty counsel; coordination of negotiation schedules and issue resolution
Stephen Adler | Working Associate | Funds & Asset Management | Supporting drafting and research; preparation of the MFN exposure analysis, redline comparison charts, and negotiation issues tracker; assistance with closing checklist preparation
Timekeeper | Rate Category | Hourly Rate
Nicholas Stern | Partner | $1,450
Graham Sutherland | Partner | $1,450
Senior Associates | Senior Associate | $950
Owen Fischer | Associate | $750
Stephen Adler | Associate | $750
Milestone | Target Date
Engagement opened | September 29, 2025
Distribution of initial Side Letter drafts to Anchor LP counsel | October 20, 2025
Negotiation period (estimated) | October 20, 2025 — December 20, 2025
First Close (target) | January 15, 2026
Final Close (deadline) | July 15, 2026
Delivery of MFN Side Letter Compilation to Eligible LPs | Within 15 business days after Final Close
MFN Election Period | 30 calendar days following delivery of the MFN Side Letter Compilation

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

PINNACLE VENTURE CAPITAL MANAGEMENT LLC

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