MOST FAVORED NATION ELECTION FORM
Pinnacle Venture Fund II LP
This Most Favored Nation Election Form (this "Election Form") is delivered pursuant to the Most Favored Nation Election Procedures Letter dated [●], 20[●] (the "MFN Procedures Letter") issued by Pinnacle Venture Capital Management LLC, a Delaware limited liability company (the "General Partner"), in its capacity as the general partner of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund").
This Election Form is made with reference to the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of January 15, 2026 (as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "LPA"), by and among the General Partner and the limited partners party thereto.
This Election Form is further made with reference to the side letter agreement (if any) entered into between the electing limited partner identified below (the "Electing Limited Partner") and the General Partner, which supplements the LPA and governs certain rights and obligations of the Electing Limited Partner in connection with its investment in the Fund (the "Side Letter").
The Electing Limited Partner acknowledges receipt of the MFN Side Letter Compilation (the "Compilation") delivered concurrently with or prior to this Election Form, which sets forth the compiled side letter provisions available for election under the most favored nation framework established by the General Partner.
This Election Form shall be governed by and construed in accordance with the laws of the State of Delaware.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LPA, the Side Letter, or the MFN Procedures Letter, as applicable.
Section 1: Electing Limited Partner Information
The Electing Limited Partner hereby provides the following information for purposes of this Election Form. All fields must be completed in full. Incomplete Election Forms may be returned to the Electing Limited Partner and may not be processed until all required information has been furnished.
Section 2: MFN Eligibility Representation
The Electing Limited Partner hereby represents and warrants that its Capital Commitment to the Fund is equal to or greater than Twenty-Five Million Dollars ($25,000,000), which is the minimum commitment threshold required for most favored nation election eligibility under the MFN framework established by the General Partner pursuant to the LPA and the MFN Procedures Letter.
The Electing Limited Partner confirms that it has received the MFN Procedures Letter and the accompanying Compilation, and that it has been afforded a reasonable opportunity to review such documents and to consult with its own legal, tax, and financial advisors in connection with the elections contemplated hereby.
The Electing Limited Partner acknowledges that the Compilation has been redacted to exclude (i) the identities of the limited partners to whom the compiled side letter provisions were originally granted, and (ii) Excluded Provisions (as defined in Section 3 below). The Electing Limited Partner understands that such redactions are made in accordance with the confidentiality obligations of the General Partner and the Fund, and the Electing Limited Partner agrees that it shall not attempt to ascertain the identity of any limited partner from the information contained in the Compilation.
Section 3: Excluded Provisions Acknowledgment
The Electing Limited Partner acknowledges and agrees that the following categories of provisions are "Excluded Provisions" and are NOT available for election under this most favored nation election process, regardless of whether such provisions may otherwise appear in any side letter agreement entered into by the General Partner with any limited partner of the Fund:
(a) Provisions granted to satisfy specific legal, regulatory, or tax requirements applicable to the limited partner to whom such provisions were originally granted, including, without limitation, Freedom of Information Act ("FOIA") or state public records act carve-outs or accommodations for governmental plans, and representations, warranties, covenants, or waivers related to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended;
(b) Advisory committee seats or any right to appoint, designate, or nominate a representative to serve on the advisory committee (or any similar advisory body) of the Fund;
(c) Portfolio company board observer rights or any right to appoint, designate, or nominate a representative to attend or observe meetings of the board of directors (or similar governing body) of any portfolio company of the Fund;
(d) Any terms that are, in the General Partner's reasonable determination, specific to the legal or regulatory status of the limited partner to whom such terms were originally granted and not applicable to the Electing Limited Partner, including, without limitation, provisions relating to sovereign immunity, tax-exempt status, state or municipal investment restrictions, insurance company regulatory requirements, or compliance with non-U.S. regulatory regimes.
The Electing Limited Partner agrees that the General Partner's determination as to whether a provision constitutes an Excluded Provision shall be made in the General Partner's reasonable discretion and shall be final and binding on the Electing Limited Partner, absent manifest error. The Electing Limited Partner hereby waives any right to challenge or contest such determination, except in cases of manifest error by the General Partner, and agrees that any dispute regarding such determination shall be resolved in accordance with the dispute resolution provisions set forth in the LPA.
Section 4: Election of Provisions
Instructions: The Electing Limited Partner should identify each provision it elects to receive by reference to the applicable section number(s) of the Compilation. Only provisions included in the Compilation (and not designated as Excluded Provisions pursuant to Section 3 above) are eligible for election under this Election Form. The Electing Limited Partner may elect all or any subset of the eligible provisions contained in the Compilation. Each elected provision must be clearly identified with its specific Compilation section reference number and a brief description to facilitate the General Partner's review and confirmation.
The Electing Limited Partner hereby elects to receive the benefit of the following provisions from the Compilation:
Attach additional pages if necessary. Each elected provision must be identified by its specific Compilation section number. Elections that do not include a valid Compilation section reference number may not be processed by the General Partner.
Section 5: Representations and Warranties of the Electing Limited Partner
The Electing Limited Partner hereby makes the following representations and warranties to the General Partner as of the date of execution of this Election Form, each of which is material and is being relied upon by the General Partner in processing and confirming the elections set forth herein:
(a) Authority. The Electing Limited Partner has full power and authority to execute and deliver this Election Form and to perform its obligations hereunder. The execution, delivery, and performance of this Election Form by the Electing Limited Partner does not and will not violate, conflict with, or result in a breach of any provision of the Electing Limited Partner's organizational documents, any agreement to which the Electing Limited Partner is a party or by which it is bound, or any applicable law, rule, regulation, order, judgment, or decree.
(b) Due Authorization. The execution and delivery of this Election Form has been duly authorized by all necessary action on the part of the Electing Limited Partner, including, without limitation, all requisite approvals of the Electing Limited Partner's board of directors, board of trustees, investment committee, or other governing body, as applicable. No further action, approval, or consent is required in connection with the execution, delivery, or performance of this Election Form.
(c) Minimum Commitment. The Electing Limited Partner's Capital Commitment to the Fund is not less than Twenty-Five Million Dollars ($25,000,000), and such Capital Commitment has not been reduced, withdrawn, or otherwise modified since the date of the Electing Limited Partner's admission to the Fund.
(d) Review of Materials. The Electing Limited Partner has reviewed the Compilation and the MFN Procedures Letter in their entirety and understands the terms and conditions of the most favored nation election process, including the limitations on available elections and the procedures for processing and confirming elections as described therein. The Electing Limited Partner has had the opportunity to ask questions of, and receive answers from, the General Partner or its designees regarding the Compilation, the MFN Procedures Letter, and the election process generally.
(e) Incorporation of Elected Provisions. The Electing Limited Partner acknowledges that the elected provisions, once effective pursuant to Section 6 hereof, shall be deemed incorporated into and shall supplement the Electing Limited Partner's Side Letter. In the event the Electing Limited Partner does not have an existing Side Letter with the General Partner, the elected provisions shall constitute a new side letter agreement between the General Partner and the Electing Limited Partner, supplemental to the LPA and subject to the terms and conditions thereof.
(f) Interpretation and Modification. The Electing Limited Partner acknowledges that elected provisions will be interpreted and applied in a manner consistent with the Electing Limited Partner's legal and regulatory status, and that certain provisions may require modification to reflect the Electing Limited Partner's specific circumstances, as reasonably determined by the General Partner. The Electing Limited Partner agrees to cooperate with the General Partner in good faith to implement any such modifications that the General Partner reasonably determines are necessary or appropriate.
(g) Accuracy of Information. All information provided by the Electing Limited Partner in this Election Form is true, correct, and complete in all material respects as of the date hereof, and the Electing Limited Partner agrees to promptly notify the General Partner in writing if any such information becomes inaccurate or incomplete in any material respect.
Section 6: Effectiveness and Conditions
This Election Form shall become effective upon the satisfaction of each of the following conditions:
(i) Receipt by the General Partner of this completed and duly executed Election Form within the 30-calendar-day election period following delivery of the Compilation to the Electing Limited Partner (the "Election Period"); and
(ii) Confirmation by the General Partner that the elected provisions set forth in Section 4 of this Election Form are not Excluded Provisions (as described in Section 3 hereof) and are applicable to the Electing Limited Partner in light of the Electing Limited Partner's legal, regulatory, and tax status.
The General Partner shall use commercially reasonable efforts to provide written confirmation of the effectiveness of the elections set forth herein (the "Confirmation Notice") within fifteen (15) business days following receipt of this completed Election Form. The General Partner reserves the right to request additional information from the Electing Limited Partner as may be reasonably necessary to process and evaluate the elections set forth herein, and the 15-business-day period referenced in the preceding sentence shall be tolled during any period in which the General Partner is awaiting a response from the Electing Limited Partner to such a request for additional information.
Elected provisions shall be effective as of the date of the General Partner's Confirmation Notice, unless otherwise specified by the General Partner in such Confirmation Notice or as otherwise required by the terms of the applicable elected provision as set forth in the Compilation.
To the extent any elected provision conflicts with the terms of the Electing Limited Partner's existing Side Letter or the LPA, the elected provision shall control solely as between the General Partner and the Electing Limited Partner, in a manner consistent with the applicable provision as set forth in the Compilation. For the avoidance of doubt, elected provisions shall not modify, amend, or supersede any provision of the LPA as applied to any limited partner other than the Electing Limited Partner.
Section 7: Delivery Instructions
This completed and duly executed Election Form must be delivered to the General Partner at the following address no later than the expiration of the Election Period:
Pinnacle Venture Capital Management LLC
Attn: Rajesh Mehta and Claire Dubois, Co-Founders & Managing Partners
2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025
Delivery of this Election Form may be made by any of the following methods:
(a) Hand delivery to the address set forth above;
(b) Nationally recognized overnight courier service (e.g., Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.) addressed to the General Partner at the address set forth above; or
(c) Email in PDF format to: [Insert GP email address], with a confirmatory copy sent by one of the methods described in clauses (a) or (b) above within three (3) business days thereafter.
Election Forms received after the expiration of the 30-calendar-day Election Period shall be void and of no force or effect unless the General Partner, in its sole and absolute discretion, agrees in writing to accept a late submission. The Electing Limited Partner acknowledges that the General Partner shall have no obligation to accept any Election Form received after the expiration of the Election Period and that the General Partner's decision to decline a late submission shall not give rise to any claim or cause of action by the Electing Limited Partner against the General Partner, the Fund, or any of their respective affiliates.
Section 8: Governing Law
This Election Form and all matters arising out of or relating to this Election Form, including, without limitation, all questions concerning its validity, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would cause the application of the laws of any other jurisdiction.
Section 9: Signature block
IN WITNESS WHEREOF, the undersigned Electing Limited Partner has executed this Most Favored Nation Election Form as of the date set forth below.
ELECTING LIMITED PARTNER:
[Insert Full Legal Name of Electing Limited Partner]
By: ________
Name: [Insert name]
Title: [Insert title]
Date: ________
Section 10: For General Partner Use Only
This section is for internal use by the General Partner and need not be completed by the Electing Limited Partner. All information in this section is confidential to the General Partner and its authorized representatives.
Administrative Review and Processing
Reviewed by (GP Representative): ________
Signature: ________
Date: ________
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MFN Election Form — Pinnacle Venture Fund II LP
Prepared by Calderwood & Harkness LLP
Page [●] of [●]
| Field | Response | ||
| Full Legal Name of Electing Limited Partner | [Insert full legal name] | ||
| Type of Entity (e.g., limited partnership, limited liability company, corporation, governmental plan, trust, etc.) | [Insert entity type] | ||
| Jurisdiction of Organization | [Insert jurisdiction] | ||
| Principal Business Address | [Insert address] | ||
| Commitment Amount to the Fund (in U.S. dollars) | $[Insert amount] | ||
| Date of Admission to the Fund | [Insert date] | ||
| Name of Authorized Representative | [Insert name] | ||
| Title of Authorized Representative | [Insert title] | ||
| Contact Email Address | [Insert email] | ||
| Contact Telephone Number | [Insert telephone] | ||
| Election No. | Compilation Section Reference | Brief Description of Elected Provision | Elected () |
| 1. | [Insert Compilation § No.] | [Insert brief description, e.g., management fee reduction] | [] |
| 2. | [Insert Compilation § No.] | [Insert brief description, e.g., co-investment allocation rights] | [] |
| 3. | [Insert Compilation § No.] | [Insert brief description, e.g., enhanced reporting obligations] | [] |
| 4. | [Insert Compilation § No.] | [Insert brief description, e.g., key person event notification] | [] |
| 5. | [Insert Compilation § No.] | [Insert brief description, e.g., excuse rights from certain investments] | [] |
| 6. | [Insert Compilation § No.] | [Insert brief description] | [] |
| 7. | [Insert Compilation § No.] | [Insert brief description] | [] |
| 8. | [Insert Compilation § No.] | [Insert brief description] | [] |
| 9. | [Insert Compilation § No.] | [Insert brief description] | [] |
| 10. | [Insert Compilation § No.] | [Insert brief description] | [] |
| Field | Response | ||
| Date Received | _____ | ||
| Received by | _____ |
| Commitment Amount Verified (≥ $25,000,000) | Yes No |
| Election Period Deadline | _____ |
| Timely Received | Yes No |
| Excluded Provisions Review Completed | Yes No |
| Elections Approved | Yes — All Yes — Partial (see notes) No (see notes) |
| Notes / Comments | _________ |
| Confirmation Letter Sent | Yes Date: _____ |