1002-00003 · Pinnacle Venture Capital Management LLC · Transaction Documents/Side Letters

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CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED

October 20, 2025

Prepared by: Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104

Drafted for distribution to: Whitfield & Gage LLP

Attention: Sandra Okafor

1211 SW Fifth Avenue, Suite 3100 Portland, OR 97204 Counsel to Cascadia Public Employees' Retirement System

SIDE LETTER AGREEMENT

Pinnacle Venture Fund II LP

INITIAL DRAFT — For Discussion Purposes Only

PREAMBLE

This Side Letter Agreement (this "Side Letter") is entered into as of [●], 2025, by and between:

(1) Pinnacle Venture Capital Management LLC, a Delaware limited liability company, in its capacity as general partner (the "General Partner" or "GP") of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund" or "Partnership"), having its principal office at 2400 Sand Hill Road, Suite 320, Menlo Park, CA 94025; and

(2) Cascadia Public Employees' Retirement System, a governmental pension plan organized under the laws of the State of Washington (the "Limited Partner," the "Investor," or "CPERS"), having its principal office at 700 NE Capitol Way, Olympia, WA 98501.

The General Partner and the Investor are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Fund has been formed as a Delaware limited partnership for the purpose of making venture capital investments primarily in early-stage and growth-stage enterprise software and software-as-a-service ("SaaS") companies;

WHEREAS, the Limited Partner has committed to subscribe for limited partnership interests in the Fund in the aggregate amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), as set forth in the Limited Partner's subscription agreement for the Fund (the "Subscription Agreement");

WHEREAS, the Fund is governed by that certain Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the date of the First Close (as such term is defined therein) (as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA");

WHEREAS, the Parties desire to enter into this Side Letter to supplement and, solely as between the General Partner and the Investor, modify certain terms and conditions of the Partnership Agreement on the terms and subject to the conditions set forth herein;

WHEREAS, capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the Partnership Agreement; and

WHEREAS, in the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall control and govern solely as between the General Partner and the Investor, and the Partnership Agreement shall otherwise remain in full force and effect with respect to all other limited partners of the Fund.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1: Management Fee Reduction

1.1 Notwithstanding the management fee provisions set forth in the Partnership Agreement (which provide for a standard management fee of 2.00% per annum calculated on each limited partner's committed capital during the Investment Period), the management fee payable by the Investor with respect to its Commitment shall be calculated as follows:

(a) During the Investment Period (commencing January 15, 2026 and ending on January 15, 2031, unless earlier terminated in accordance with the Partnership Agreement), the management fee payable by the Investor shall be reduced to 1.75% per annum calculated on the Investor's Commitment, representing a reduction of twenty-five (25) basis points from the standard management fee rate of 2.00% per annum set forth in the Partnership Agreement. Such management fee shall be calculated and payable in the same manner (including quarterly in advance) as provided in the Partnership Agreement, except that the reduced rate of 1.75% per annum shall apply in lieu of the standard rate of 2.00% per annum.

(b) Following the expiration or earlier termination of the Investment Period, the management fee payable by the Investor shall be 2.00% per annum calculated on the Investor's pro rata share of the aggregate invested capital of the Fund (as determined in accordance with the Partnership Agreement), consistent with and at the same rate as the management fee applicable to all other limited partners of the Fund during such period. For the avoidance of doubt, no discount or reduction to the management fee shall apply with respect to the Investor during the post-Investment Period.

1.2 The General Partner shall instruct Meridian Fund Services LLC (the "Administrator") to calculate all capital calls, management fee allocations, and related computations for the Investor in accordance with the reduced management fee rate set forth in Section 1.1(a) during the Investment Period and in accordance with the standard rate set forth in Section 1.1(b) thereafter.

1.3 For the avoidance of doubt, the management fee reduction set forth in this Section 1 applies solely to the Investor's Commitment and shall not affect or modify the management fee rate applicable to any other limited partner of the Fund. Nothing in this Section 1 shall alter or affect the calculation of the GP's carried interest or any other economic term of the Partnership Agreement other than the management fee payable by the Investor during the Investment Period.

Section 2: Excuse Rights

2.1 The Investor shall have the right, upon written notice to the General Partner in accordance with the procedures set forth in this Section 2, to be excused from participation in any investment by the Fund in a portfolio company that derives a material portion of its revenues from any of the following activities (collectively, "Restricted Investments"):

(a) the manufacture, distribution, or sale of tobacco products or tobacco-derived products (including, without limitation, cigarettes, cigars, smokeless tobacco, and electronic nicotine delivery systems); or

(b) the manufacture, distribution, or sale of firearms, ammunition, or weapons systems (including, without limitation, handguns, rifles, shotguns, and military-grade weapons components).

For purposes of this Section 2, a portfolio company shall be deemed to derive a "material portion" of its revenues from any of the foregoing activities if greater than fifteen percent (15%) of such portfolio company's consolidated gross revenues (as determined by the General Partner in its reasonable judgment based on the information available to it at the time of the proposed investment) are attributable to such activities.

2.2 The following procedures shall govern the exercise of excuse rights under this Section 2:

(a) Advance Notice by the GP. The General Partner shall provide the Investor with reasonable advance written notice (not less than ten (10) business days prior to the date of the applicable capital call) identifying any proposed investment that the General Partner reasonably believes may constitute a Restricted Investment. Such notice shall include a brief description of the proposed portfolio company, the anticipated investment amount, and the basis for the General Partner's determination that the proposed investment may constitute a Restricted Investment. The General Partner shall use commercially reasonable efforts to make such determination, but shall not be required to conduct independent audits or investigations of portfolio company revenue sources beyond the due diligence materials available to the General Partner in connection with the proposed investment.

(b) Exercise of Excuse Right. The Investor shall notify the General Partner in writing within five (5) business days of receipt of the notice described in Section 2.2(a) whether the Investor elects to be excused from participation in such proposed investment. If the Investor fails to deliver such notice within the five (5) business day period, the Investor shall be deemed to have elected not to exercise its excuse right with respect to such proposed investment and shall participate therein on the same terms as all other limited partners.

(c) Effect of Exercise. If the Investor timely elects to be excused from a Restricted Investment, the Investor's share of the applicable capital call shall be reduced proportionately by the amount that would otherwise be allocable to the Investor in connection with such Restricted Investment, and such amount shall be reallocated among the remaining participating limited partners on a pro rata basis or, at the General Partner's discretion, funded by the General Partner from its own resources. The General Partner shall instruct the Administrator to adjust capital account allocations accordingly.

2.3 The exercise of excuse rights under this Section 2 shall not reduce the Investor's Commitment or affect the Investor's obligation to fund future capital calls for investments that do not constitute Restricted Investments. The Investor's unfunded Commitment shall continue to be available for future capital calls notwithstanding the exercise of any excuse right hereunder, provided that the Investor shall not be required to fund any capital call with respect to a Restricted Investment from which the Investor has been excused.

2.4 The General Partner shall maintain accurate and complete records of all Restricted Investments from which the Investor has been excused pursuant to this Section 2, and shall provide the Investor with an annual summary of such excused investments, including the name of each portfolio company, the date of the investment, the total investment amount by the Fund, and the amount from which the Investor was excused. Such annual summary shall be delivered to the Investor concurrently with the annual audited financial statements described in Section 3(b).

Section 3: Enhanced Reporting

3.1 In addition to the reporting obligations of the General Partner set forth in the Partnership Agreement, the General Partner shall provide the Investor with the following enhanced reporting:

(a) Quarterly Investment Reports. The General Partner shall deliver to the Investor quarterly investment reports within forty-five (45) days following the end of each fiscal quarter of the Fund. Each quarterly investment report shall contain, at a minimum, the following information:

(i) portfolio company-level detail for each active investment of the Fund, including the name of each portfolio company, the date of the initial investment, the aggregate cost basis, the current estimated fair value, and a description of the valuation methodology applied (including the basis for any material adjustments to fair value since the prior reporting period);

(ii) sector-level attribution analysis, presenting the Fund's performance attribution broken down by sector, including (to the extent applicable) enterprise software sub-sectors such as software-as-a-service (SaaS), infrastructure software, cybersecurity, developer tools, data analytics, and vertical applications;

(iii) a schedule of realized and unrealized gains and losses by portfolio company for the applicable quarter and on a cumulative inception-to-date basis; and

(iv) Fund-level performance metrics, including gross and net internal rate of return (IRR), total value to paid-in capital (TVPI), distributions to paid-in capital (DPI), and residual value to paid-in capital (RVPI), in each case calculated in accordance with generally accepted industry standards.

(b) Annual Audited Financial Statements. The General Partner shall cause the Fund's independent auditor, Ashford & Whitmore LLP (or such successor independent auditor as may be appointed from time to time), to prepare annual audited financial statements of the Fund in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Such audited financial statements shall be delivered to the Investor within one hundred twenty (120) days following the end of each fiscal year of the Fund.

(c) Annual Meeting. The General Partner shall use commercially reasonable efforts to hold an annual meeting or investor conference of the limited partners of the Fund, and shall invite the Investor to attend such meeting in person or virtually (at the Investor's election). The General Partner shall provide the Investor with not less than thirty (30) days' advance written notice of any such annual meeting, together with an agenda and any materials to be presented at such meeting.

(d) Ad Hoc Reporting. The General Partner shall respond to reasonable requests for additional information from the Investor (or its investment staff, including the Investor's Chief Investment Officer, Martin Albrecht, or any successor designated in writing by the Investor) within fifteen (15) business days of receipt of such request. The General Partner's obligation to respond to ad hoc information requests shall be subject to (i) the General Partner's confidentiality obligations to portfolio companies, co-investors, and other limited partners, and (ii) the General Partner's reasonable determination that such disclosure would not breach contractual obligations owed to portfolio companies, co-investors, or other limited partners, or otherwise compromise the competitive position of the Fund or any portfolio company.

3.2 All reports and information to be delivered to the Investor pursuant to this Section 3 shall be delivered electronically (by email or through a secure document portal designated by the General Partner) to such persons and at such email addresses as the Investor may designate in writing to the General Partner from time to time.

Section 4: FOIA / Public Records Protections

4.1 The General Partner acknowledges and agrees that the Investor is a governmental pension plan of the State of Washington and is subject to the Washington Public Records Act, RCW Chapter 42.56, and may be subject to other applicable public records, freedom of information, or "sunshine" laws of the State of Washington or of any other jurisdiction (collectively, "FOIA Laws"). The General Partner further acknowledges that the Investor may be required, under such FOIA Laws, to disclose certain information related to the Investor's investment in the Fund in response to public records requests.

4.2 In light of the foregoing, the General Partner agrees to the following protections:

(a) Confidential Treatment Designation. The General Partner shall clearly mark, label, or otherwise designate as "CONFIDENTIAL — TRADE SECRET" or with such other appropriate legends as may be reasonably necessary, all reports, documents, communications, and information delivered to the Investor that the General Partner considers proprietary, confidential, or trade secret information. Without limiting the generality of the foregoing, such confidential information shall include, to the extent applicable, portfolio company valuations, the General Partner's proprietary analyses and investment memoranda, co-investor identities, investment pipeline information, portfolio company financial projections, and the terms of agreements between the Fund and its portfolio companies. The General Partner acknowledges that appropriate designation of materials as confidential or trade secret information will facilitate the Investor's ability to assert applicable exemptions under FOIA Laws.

(b) Notice and Cooperation. If the Investor receives a request under any FOIA Law for documents or information relating to the Fund, the Partnership Agreement, this Side Letter, the Investor's Subscription Agreement, or the Investor's investment in the Fund:

(i) the Investor shall, to the extent permitted by applicable law, provide the General Partner with prompt written notice of such request (and in any event prior to any disclosure of the requested materials), including a copy of the request or a description of the information sought;

(ii) the Investor shall, to the extent permitted by applicable law, cooperate with the General Partner in seeking to limit or prevent disclosure of confidential information, including by asserting applicable exemptions under the FOIA Laws (including, without limitation, trade secret exemptions, commercial or financial information exemptions, and competitive harm exemptions under RCW 42.56.270 or any analogous provision of applicable law); and

(iii) the General Partner may, at its own expense, seek protective orders, injunctive relief, or other judicial or administrative relief to prevent or limit disclosure of confidential information in response to any such request, and the Investor shall, to the extent permitted by applicable law, cooperate with the General Partner in connection with any such proceeding.

(c) Limitation. Notwithstanding anything to the contrary in this Section 4 or elsewhere in this Side Letter, nothing in this Section 4 shall require the Investor to violate applicable law, to refuse compliance with any order of a court of competent jurisdiction or other governmental authority, or to incur any liability or penalty. If the Investor is legally compelled to disclose information notwithstanding the procedures set forth in this Section 4, the Investor may make such disclosure as is required by law, provided that the Investor shall, to the extent practicable, provide the General Partner with advance notice of such compelled disclosure and shall use commercially reasonable efforts to limit the scope of such disclosure to the minimum required by law.

(d) Aggregated and Summary Data. The General Partner acknowledges that the Investor may be required, in connection with its annual reports, fiduciary disclosures, legislative reporting requirements, or other public disclosures, to disclose certain summary or aggregated information regarding its investment in the Fund, including, without limitation, the Fund name, the Investor's Commitment amount, net returns, and general performance metrics. Such disclosure of summary or aggregated information shall not constitute a breach of any confidentiality obligation of the Investor under this Side Letter, the Partnership Agreement, or the Subscription Agreement.

Section 5: Co-Investment Rights

5.1 The General Partner shall offer the Investor a reasonable opportunity to co-invest alongside the Fund in portfolio company investments on the following terms and conditions:

(a) Notice of Co-Investment Opportunities. The General Partner shall provide the Investor with written notice of co-investment opportunities that the General Partner determines, in its sole discretion, to offer to one or more limited partners of the Fund. Such notice shall include a summary term sheet describing the material terms of the proposed co-investment and an information package containing such due diligence materials as the General Partner determines, in its reasonable discretion, to be appropriate for the Investor's evaluation of the co-investment opportunity, subject to any confidentiality restrictions imposed by the applicable portfolio company.

(b) Response Period. The Investor shall have not fewer than ten (10) business days from receipt of the notice described in Section 5.1(a) to indicate its interest in participating in the co-investment opportunity. The Investor's indication of interest shall specify the amount the Investor proposes to invest. If the Investor fails to respond within the ten (10) business day period, the Investor shall be deemed to have declined the co-investment opportunity.

(c) Fee-Free and Carry-Free. Co-investments made by the Investor pursuant to this Section 5 shall not be subject to any management fee or carried interest (i.e., all such co-investments shall be made on a "fee-free" and "carry-free" basis). For the avoidance of doubt, co-investment amounts shall not be included in the calculation of the Investor's Commitment for purposes of management fee calculations under Section 1 or for any other purpose under the Partnership Agreement.

(d) Allocation. Co-investment allocations among participating limited partners shall be determined by the General Partner in its reasonable discretion, taking into account, among other factors, each limited partner's Commitment to the Fund, each limited partner's prior co-investment participation and track record, each limited partner's ability to execute on the proposed timeline (including internal approval processes and regulatory constraints), and the overall size of the co-investment opportunity relative to demand.

(e) Structure. Co-investments may be structured through a co-investment vehicle organized by the General Partner (or an affiliate thereof) or through direct investment by the Investor, as determined by the General Partner in its reasonable discretion based on tax, regulatory, and administrative considerations.

(f) Best-Efforts Basis. The Investor acknowledges and agrees that co-investment opportunities are offered on a best-efforts basis and that the General Partner does not guarantee any minimum number, size, or frequency of co-investment opportunities. The General Partner shall have no obligation to offer any particular co-investment opportunity to the Investor and shall have no liability to the Investor for any failure to offer co-investment opportunities.

5.2 The terms and conditions of any co-investment made by the Investor pursuant to this Section 5 shall be documented in a separate co-investment agreement or subscription agreement, which may contain additional representations, warranties, covenants, and other terms as the General Partner may reasonably require.

Section 6: Most Favored Nation Election Right

6.1 The Investor shall be entitled to "most favored nation" election rights with respect to side letter terms granted to other limited partners of the Fund, as follows:

(a) MFN Side Letter Compilation. Following the Final Close of the Fund (currently anticipated to be on or about July 15, 2026), the General Partner shall deliver to the Investor, within fifteen (15) business days after the Final Close, a redacted compilation of all side letter provisions granted to other limited partners of the Fund (the "MFN Side Letter Compilation"). The MFN Side Letter Compilation shall exclude (i) the identity of the limited partner to whom each provision was granted, and (ii) Excluded Provisions (as defined in Section 6.1(d) below).

(b) Election Period. Within thirty (30) calendar days following delivery of the MFN Side Letter Compilation to the Investor, the Investor may elect, by written notice to the General Partner (using the form of MFN Election Form provided by the General Partner), to receive the benefit of any one or more provisions contained in the MFN Side Letter Compilation that are more favorable to the applicable limited partner than the corresponding provision (or absence thereof) in this Side Letter or the Partnership Agreement, as applicable. If the Investor fails to deliver a valid MFN election within the thirty (30) calendar day period, the Investor shall be deemed to have waived its MFN election right with respect to the applicable MFN Side Letter Compilation.

(c) Eligibility Threshold. The MFN election right set forth in this Section 6 is available to limited partners whose Commitment to the Fund equals or exceeds Twenty-Five Million Dollars ($25,000,000). The Investor's Commitment of Seventy-Five Million Dollars ($75,000,000) satisfies this eligibility threshold.

(d) Excluded Provisions. "Excluded Provisions" means provisions that are not subject to MFN election pursuant to this Section 6, consisting of the following:

(i) provisions granted to a limited partner to satisfy specific legal, regulatory, or tax requirements applicable to such limited partner, including, without limitation, FOIA or public records carve-outs or accommodations granted to governmental plans, ERISA representations, waivers, or accommodations, and tax-related provisions specific to a limited partner's tax-exempt status, foreign status, or other tax classification;

(ii) the right to designate a representative to serve on the Advisory Committee of the Fund;

(iii) the right to designate a board observer with respect to any portfolio company;

(iv) any other term that the General Partner, in its reasonable determination, is specific to the legal, regulatory, tax, or organizational status of the limited partner to which it was originally granted and is not applicable to or appropriate for the electing limited partner.

(e) Confirmation and Amendment. Upon receipt of a valid MFN election from the Investor, the General Partner shall, within fifteen (15) business days, confirm the elected provisions in writing to the Investor. Upon such confirmation, this Side Letter shall be deemed automatically amended to incorporate such elected provisions effective as of the date of the General Partner's written confirmation, without the need for a separate amendment instrument.

(f) Clarification. For the avoidance of doubt, the Investor's excuse rights set forth in Section 2, the FOIA protections set forth in Section 4, and the tax-exempt status representations set forth in Section 8 are LP-specific provisions reflective of the Investor's particular legal and regulatory characteristics as a governmental pension plan of the State of Washington. Such provisions would constitute Excluded Provisions if granted to a different limited partner with different legal, regulatory, or organizational characteristics, and accordingly, the Investor acknowledges that the availability of analogous provisions in the MFN Side Letter Compilation does not create duplicative or additional rights.

Section 7: Advisory Committee

7.1 The Investor acknowledges that, pursuant to the Partnership Agreement, limited partners that have made Commitments of Fifty Million Dollars ($50,000,000) or more to the Fund are entitled to designate one (1) representative to serve on the Advisory Committee of the Fund (the "Advisory Committee").

7.2 The General Partner confirms that the Investor, with a Commitment of Seventy-Five Million Dollars ($75,000,000), satisfies the threshold set forth in the Partnership Agreement and is entitled to designate one (1) representative to serve on the Advisory Committee.

7.3 The Investor's initial designee to the Advisory Committee shall be Martin Albrecht, the Investor's Chief Investment Officer, or such other person as the Investor may designate in writing to the General Partner from time to time. The Investor may replace its Advisory Committee designee at any time upon written notice to the General Partner.

7.4 The Advisory Committee shall serve in an advisory capacity to the General Partner with respect to conflicts of interest, portfolio company valuations, deviations from the Fund's stated investment strategy, and such other matters as may be set forth in the Partnership Agreement. For the avoidance of doubt, the Advisory Committee shall have no authority to manage or direct the affairs of the Fund, and membership on the Advisory Committee shall not impose fiduciary duties on the Investor or its designee.

Section 8: Representations and Warranties of the Investor

8.1 The Investor represents and warrants to the General Partner, as of the date hereof and as of the date of each capital contribution to the Fund, as follows:

(a) The Investor is a governmental pension plan established and maintained for the benefit of the employees of the State of Washington and its political subdivisions, and is exempt from federal income taxation under Section 115 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor is not subject to federal income taxation on income derived from its investment in the Fund.

(b) The Investor is not a "benefit plan investor" within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the assets of the Investor do not constitute "plan assets" within the meaning of the regulations of the U.S. Department of Labor promulgated under ERISA (29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA). The Investor is a "governmental plan" within the meaning of Section 3(32) of ERISA and is therefore not subject to the requirements of Title I of ERISA.

(c) The Investor has full power, authority, and legal right to enter into this Side Letter, to make the Commitment, to execute and deliver the Subscription Agreement, and to perform all of its obligations under this Side Letter, the Subscription Agreement, and the Partnership Agreement. The execution, delivery, and performance of this Side Letter by the Investor have been duly authorized by all necessary action on the part of the Investor, including any required approvals by the Investor's board of trustees or investment committee.

(d) The execution, delivery, and performance of this Side Letter by the Investor does not and will not conflict with, result in a breach or violation of, or constitute a default under, any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority, or any agreement, contract, indenture, or instrument to which the Investor is a party or by which the Investor or any of its assets is bound.

(e) The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act"), and an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").

(f) The Investor acknowledges that the Fund is not registered as an investment company under the 1940 Act in reliance on the exclusion from the definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Investor further acknowledges that the limited partnership interests in the Fund have not been registered under the Securities Act or the securities laws of any state, and are being offered and sold in reliance on exemptions from such registration requirements.

Section 9: Representations and Covenants of the General Partner

9.1 The General Partner represents, warrants, and covenants to the Investor, as of the date hereof and, with respect to the representations and warranties set forth below, as of the date of each capital call, as follows:

(a) Pinnacle Venture Capital Management LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite power and authority to act as the general partner of the Fund and to execute, deliver, and perform its obligations under this Side Letter.

(b) The General Partner is registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (SEC File Number: 801-XXXXX, to be confirmed prior to execution). The General Partner shall maintain such registration in effect at all times during the term of the Fund, except to the extent that the General Partner determines, in consultation with its legal counsel, that an alternative exemption or exclusion from registration is available and appropriate.

(c) Pinnacle Venture Fund II LP is a limited partnership duly organized and validly existing under the laws of the State of Delaware. The Fund's Certificate of Limited Partnership was filed with the Delaware Secretary of State on August 12, 2025, under File No. 7924813. The Fund's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, DE 19801.

(d) The General Partner shall comply in all material respects with all applicable laws, statutes, rules, regulations, and orders of any governmental authority in connection with the management, operation, and investment activities of the Fund, including, without limitation, applicable securities laws, anti-money laundering laws, and anti-corruption laws.

(e) The General Partner shall provide prompt written notice to the Investor of (i) any material change in the General Partner's SEC registration status, (ii) any material regulatory action, investigation, or proceeding involving the General Partner or its principals, Rajesh Mehta and Claire Dubois (including, without limitation, any enforcement action, censure, sanction, or fine imposed by the SEC, FINRA, or any other regulatory authority), and (iii) any material litigation or legal proceeding involving the Fund or the General Partner that could reasonably be expected to have a material adverse effect on the Fund or the General Partner's ability to perform its obligations hereunder.

Section 10: Key Person Provisions

10.1 The Investor acknowledges the key person provisions set forth in the Partnership Agreement (the "Key Person Provisions"), which require that certain designated individuals devote substantially all of their business time and attention to the investment activities and affairs of the Fund during the Investment Period.

10.2 The Parties confirm that the "Key Persons" for purposes of the Partnership Agreement are:

(a) Rajesh Mehta, Co-Founder & Managing Partner of Pinnacle Venture Capital Management LLC; and

(b) Claire Dubois, Co-Founder & Managing Partner of Pinnacle Venture Capital Management LLC.

Each Key Person is required, pursuant to the Partnership Agreement, to devote substantially all of his or her business time and attention to the investment activities and affairs of the Fund during the Investment Period, subject to such exceptions as may be set forth in the Partnership Agreement (including, without limitation, service on the boards of directors of portfolio companies and limited involvement in predecessor funds that are in wind-down).

10.3 The General Partner shall provide the Investor with prompt written notice (in any event within five (5) business days) of the occurrence of any "Key Person Event" (as defined in the Partnership Agreement), including, without limitation, the death, permanent disability, voluntary departure, involuntary termination, or material reduction in the time commitment of either Key Person. Such notice shall describe in reasonable detail the nature of the Key Person Event, the expected impact on the Fund's investment activities, and the General Partner's plan (if any) to address the Key Person Event, including any proposed suspension of the Investment Period in accordance with the Partnership Agreement.

Section 11: Confidentiality

11.1 The Parties agree that the terms, provisions, and existence of this Side Letter are confidential and shall not be disclosed by either Party to any third party, except as follows:

(a) Investor Disclosures. The Investor may disclose the terms of this Side Letter to its board of trustees, investment committee members, officers, employees, consultants, investment advisors, and outside legal counsel (including Whitfield & Gage LLP) who have a legitimate need to know such information in connection with the Investor's investment in the Fund, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein (whether by contract, fiduciary duty, professional obligation, or applicable law).

(b) Legal Compulsion. Either Party may disclose the terms of this Side Letter as required by applicable law, statute, rule, regulation, or legal process (including, without limitation, FOIA Laws, subject to the protections and procedures set forth in Section 4), or as required by any order of a court of competent jurisdiction or governmental authority.

(c) MFN Compilation. The General Partner may disclose the terms of this Side Letter in redacted, anonymized form (without identifying the Investor) in connection with the General Partner's preparation and delivery of the MFN Side Letter Compilation to other limited partners of the Fund pursuant to Section 6.

(d) Service Providers. The General Partner may disclose the terms of this Side Letter to the Fund's administrator (Meridian Fund Services LLC), the Fund's independent auditor (Ashford & Whitmore LLP), and the General Partner's legal counsel (Calderwood & Harkness LLP), in each case solely in connection with the administration, audit, and legal compliance of the Fund, and subject to such service providers' confidentiality obligations.

(e) Other Limited Partners (Anonymized). The terms of this Side Letter may be disclosed to other limited partners of the Fund, but solely in redacted, anonymized form as part of the MFN Side Letter Compilation, without identifying the Investor as the recipient of such terms.

11.2 The General Partner shall use commercially reasonable efforts to maintain the confidentiality of the Investor's identity in any MFN Side Letter Compilation or other anonymized disclosure made pursuant to this Section 11.

Section 12: Transfer Restrictions

12.1 The Investor's limited partnership interest in the Fund shall be subject to the transfer restrictions set forth in the Partnership Agreement, including, without limitation, any requirements for prior written consent of the General Partner, compliance with applicable securities laws, and delivery of legal opinions or other documentation as may be required by the Partnership Agreement.

12.2 Any transfer of all or any portion of the Investor's limited partnership interest shall require the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed.

12.3 For the avoidance of doubt, this Side Letter does not grant the Investor any additional transfer rights or relaxed transfer restrictions beyond those set forth in the Partnership Agreement. The Investor acknowledges that other limited partners of the Fund may receive enhanced transfer rights or provisions pursuant to their respective side letter agreements, and such provisions may be subject to the Investor's MFN election right under Section 6, to the extent not otherwise Excluded Provisions.

Section 13: Term and Termination

13.1 This Side Letter shall become effective upon execution and delivery by both Parties and shall remain in full force and effect for the duration of the term of the Fund, which shall be ten (10) years from the date of the First Close (i.e., through January 15, 2036), subject to two (2) successive one-year extensions at the discretion of the General Partner (i.e., through January 15, 2038 at the latest), as set forth in the Partnership Agreement.

13.2 This Side Letter shall terminate upon the earliest to occur of: (a) the dissolution and final winding up of the Fund in accordance with the Partnership Agreement, (b) the complete withdrawal or transfer by the Investor of its entire limited partnership interest in the Fund (subject to the provisions of Section 12 and the Partnership Agreement), or (c) the mutual written agreement of both Parties to terminate this Side Letter.

13.3 Notwithstanding the foregoing, the provisions of Section 4 (FOIA / Public Records Protections), Section 11 (Confidentiality), and Section 15 (Governing Law) shall survive the termination or expiration of this Side Letter to the extent necessary to give effect to the rights and obligations set forth therein.

Section 14: Amendments and Waivers

14.1 This Side Letter may be amended, modified, or supplemented only by a written instrument duly executed by both the General Partner and the Investor. No oral agreement, course of dealing, or trade usage shall be deemed to amend, modify, or supplement any provision of this Side Letter.

14.2 No waiver of any provision of this Side Letter shall be effective unless such waiver is in writing and signed by the Party granting such waiver. A waiver of any provision of this Side Letter on one occasion shall not be deemed a waiver of the same or any other provision on any subsequent occasion.

14.3 No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy.

Section 15: Governing Law

15.1 This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction.

Section 16: Notices

16.1 All notices, requests, consents, demands, and other communications required or permitted under this Side Letter shall be in writing and shall be delivered as follows:

If to the General Partner:

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

Attention: Rajesh Mehta, Co-Founder & Managing Partner

and Claire Dubois, Co-Founder & Managing Partner

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104

Attention: Nicholas Stern

If to the Investor:

Cascadia Public Employees' Retirement System 700 NE Capitol Way Olympia, WA 98501

Attention: Martin Albrecht, Chief Investment Officer

With a copy (which shall not constitute notice) to:

Whitfield & Gage LLP 1211 SW Fifth Avenue, Suite 3100 Portland, OR 97204

Attention: Sandra Okafor

16.2 Notices shall be deemed to have been duly given: (a) if delivered by hand or by nationally recognized overnight courier service, upon receipt; (b) if sent by certified or registered mail, postage prepaid, return receipt requested, three (3) business days after deposit in the United States mail; or (c) if sent by email to an email address designated by the receiving Party in writing, upon confirmation of receipt by the receiving Party (excluding automated delivery receipts).

16.3 Either Party may change its address or designee for notices by providing written notice thereof to the other Party in accordance with this Section 16.

Section 17: Entire Agreement; Relationship to Partnership Agreement

17.1 This Side Letter, together with the Partnership Agreement and the Investor's Subscription Agreement, constitutes the entire agreement between the General Partner and the Investor with respect to the subject matter hereof and supersedes all prior negotiations, discussions, representations, warranties, and agreements, whether written or oral, between the Parties with respect to such subject matter.

17.2 In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall prevail and control solely as between the General Partner and the Investor.

17.3 Except as expressly modified, supplemented, or superseded by this Side Letter, the Partnership Agreement shall remain in full force and effect in accordance with its terms with respect to the Investor and all other limited partners of the Fund.

17.4 This Side Letter is entered into solely for the benefit of the General Partner and the Investor and shall not modify, amend, or affect the rights or obligations of any other limited partner of the Fund under the Partnership Agreement or otherwise.

Section 18: Counterparts; Electronic Signatures

18.1 This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

18.2 Delivery of an executed counterpart of this Side Letter by electronic transmission, including by portable document format (PDF) or other electronic means, shall be equally effective as delivery of a manually executed counterpart. Each Party agrees that the electronic signature of a Party to this Side Letter shall be as valid as an original signature of such Party and shall be effective to bind such Party to this Side Letter.

Section 19: Severability

19.1 If any provision of this Side Letter, or the application thereof to any Party or any circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall continue in full force and effect. In the event any provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent practicable, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.

[Signature Page Follows]

SIGNATURE PAGE TO SIDE LETTER AGREEMENT

Pinnacle Venture Fund II LP

IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.

GENERAL PARTNER:

PINNACLE VENTURE CAPITAL MANAGEMENT LLC, as General Partner of Pinnacle Venture Fund II LP

By: ________

Name: Rajesh Mehta

Title: Co-Founder & Managing Partner

Date: ________

LIMITED PARTNER / INVESTOR:

CASCADIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM

By: ________

Name: Martin Albrecht

Title: Chief Investment Officer

Date: ________

SCHEDULE A

Fund Summary Information

(For Reference Purposes Only)

The following is a summary of certain key terms and information relating to the Fund and the Investor's investment therein. This Schedule A is provided for informational purposes only and is qualified in its entirety by reference to the Partnership Agreement, the Subscription Agreement, and this Side Letter. In the event of any conflict between this Schedule A and the Partnership Agreement, the Subscription Agreement, or this Side Letter, the applicable agreement shall control.

[End of Schedule A]

[End of Side Letter Agreement]

Item	Detail
Fund Name	Pinnacle Venture Fund II LP
General Partner	Pinnacle Venture Capital Management LLC
Fund Target Size	$600,000,000
Fund Hard Cap	$750,000,000
Investor Commitment	$75,000,000 (representing approximately 12.5% of target fund size)
Standard Management Fee (Investment Period)	2.00% per annum on committed capital
Standard Management Fee (Post-Investment Period)	2.00% per annum on invested capital
Investor Management Fee (Investment Period, per this Side Letter)	1.75% per annum on committed capital
Investor Management Fee (Post-Investment Period, per this Side Letter)	2.00% per annum on invested capital (no discount)
Carried Interest	20% over 8% preferred return (compounded annually), with 100% GP catch-up to 20/80 split
Investment Period	January 15, 2026 through January 15, 2031 (5 years)
Fund Term	10 years from First Close (through January 15, 2036), with two (2) successive one-year extensions at GP discretion (through January 15, 2038 at the latest)
First Close (Target)	January 15, 2026
Final Close Deadline	July 15, 2026
Investment Focus	Early-stage and growth-stage venture capital investments in enterprise software and SaaS companies
Fund Administrator	Meridian Fund Services LLC
Fund Auditor	Ashford & Whitmore LLP
Delaware Certificate of LP File No.	7924813
GP SEC Registration	Investment Advisers Act of 1940 (File No. 801-XXXXX, to be confirmed)
1940 Act Exemption	Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED
October 20, 2025
Prepared by: Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
Drafted for distribution to: Whitfield & Gage LLP
Attention: Sandra Okafor
1211 SW Fifth Avenue, Suite 3100 Portland, OR 97204 Counsel to Cascadia Public Employees' Retirement System
SIDE LETTER AGREEMENT
Pinnacle Venture Fund II LP
INITIAL DRAFT — For Discussion Purposes Only
PREAMBLE
This Side Letter Agreement (this "Side Letter") is entered into as of [●], 2025, by and between:
(1) Pinnacle Venture Capital Management LLC, a Delaware limited liability company, in its capacity as general partner (the "General Partner" or "GP") of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund" or "Partnership"), having its principal office at 2400 Sand Hill Road, Suite 320, Menlo Park, CA 94025; and
(2) Cascadia Public Employees' Retirement System, a governmental pension plan organized under the laws of the State of Washington (the "Limited Partner," the "Investor," or "CPERS"), having its principal office at 700 NE Capitol Way, Olympia, WA 98501.
The General Partner and the Investor are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Fund has been formed as a Delaware limited partnership for the purpose of making venture capital investments primarily in early-stage and growth-stage enterprise software and software-as-a-service ("SaaS") companies;
WHEREAS, the Limited Partner has committed to subscribe for limited partnership interests in the Fund in the aggregate amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), as set forth in the Limited Partner's subscription agreement for the Fund (the "Subscription Agreement");
WHEREAS, the Fund is governed by that certain Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the date of the First Close (as such term is defined therein) (as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA");
WHEREAS, the Parties desire to enter into this Side Letter to supplement and, solely as between the General Partner and the Investor, modify certain terms and conditions of the Partnership Agreement on the terms and subject to the conditions set forth herein;
WHEREAS, capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the Partnership Agreement; and
WHEREAS, in the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall control and govern solely as between the General Partner and the Investor, and the Partnership Agreement shall otherwise remain in full force and effect with respect to all other limited partners of the Fund.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1: Management Fee Reduction
1.1 Notwithstanding the management fee provisions set forth in the Partnership Agreement (which provide for a standard management fee of 2.00% per annum calculated on each limited partner's committed capital during the Investment Period), the management fee payable by the Investor with respect to its Commitment shall be calculated as follows:
(a) During the Investment Period (commencing January 15, 2026 and ending on January 15, 2031, unless earlier terminated in accordance with the Partnership Agreement), the management fee payable by the Investor shall be reduced to 1.75% per annum calculated on the Investor's Commitment, representing a reduction of twenty-five (25) basis points from the standard management fee rate of 2.00% per annum set forth in the Partnership Agreement. Such management fee shall be calculated and payable in the same manner (including quarterly in advance) as provided in the Partnership Agreement, except that the reduced rate of 1.75% per annum shall apply in lieu of the standard rate of 2.00% per annum.
(b) Following the expiration or earlier termination of the Investment Period, the management fee payable by the Investor shall be 2.00% per annum calculated on the Investor's pro rata share of the aggregate invested capital of the Fund (as determined in accordance with the Partnership Agreement), consistent with and at the same rate as the management fee applicable to all other limited partners of the Fund during such period. For the avoidance of doubt, no discount or reduction to the management fee shall apply with respect to the Investor during the post-Investment Period.
1.2 The General Partner shall instruct Meridian Fund Services LLC (the "Administrator") to calculate all capital calls, management fee allocations, and related computations for the Investor in accordance with the reduced management fee rate set forth in Section 1.1(a) during the Investment Period and in accordance with the standard rate set forth in Section 1.1(b) thereafter.
1.3 For the avoidance of doubt, the management fee reduction set forth in this Section 1 applies solely to the Investor's Commitment and shall not affect or modify the management fee rate applicable to any other limited partner of the Fund. Nothing in this Section 1 shall alter or affect the calculation of the GP's carried interest or any other economic term of the Partnership Agreement other than the management fee payable by the Investor during the Investment Period.
Section 2: Excuse Rights
2.1 The Investor shall have the right, upon written notice to the General Partner in accordance with the procedures set forth in this Section 2, to be excused from participation in any investment by the Fund in a portfolio company that derives a material portion of its revenues from any of the following activities (collectively, "Restricted Investments"):
(a) the manufacture, distribution, or sale of tobacco products or tobacco-derived products (including, without limitation, cigarettes, cigars, smokeless tobacco, and electronic nicotine delivery systems); or
(b) the manufacture, distribution, or sale of firearms, ammunition, or weapons systems (including, without limitation, handguns, rifles, shotguns, and military-grade weapons components).
For purposes of this Section 2, a portfolio company shall be deemed to derive a "material portion" of its revenues from any of the foregoing activities if greater than fifteen percent (15%) of such portfolio company's consolidated gross revenues (as determined by the General Partner in its reasonable judgment based on the information available to it at the time of the proposed investment) are attributable to such activities.
2.2 The following procedures shall govern the exercise of excuse rights under this Section 2:
(a) Advance Notice by the GP. The General Partner shall provide the Investor with reasonable advance written notice (not less than ten (10) business days prior to the date of the applicable capital call) identifying any proposed investment that the General Partner reasonably believes may constitute a Restricted Investment. Such notice shall include a brief description of the proposed portfolio company, the anticipated investment amount, and the basis for the General Partner's determination that the proposed investment may constitute a Restricted Investment. The General Partner shall use commercially reasonable efforts to make such determination, but shall not be required to conduct independent audits or investigations of portfolio company revenue sources beyond the due diligence materials available to the General Partner in connection with the proposed investment.
(b) Exercise of Excuse Right. The Investor shall notify the General Partner in writing within five (5) business days of receipt of the notice described in Section 2.2(a) whether the Investor elects to be excused from participation in such proposed investment. If the Investor fails to deliver such notice within the five (5) business day period, the Investor shall be deemed to have elected not to exercise its excuse right with respect to such proposed investment and shall participate therein on the same terms as all other limited partners.
(c) Effect of Exercise. If the Investor timely elects to be excused from a Restricted Investment, the Investor's share of the applicable capital call shall be reduced proportionately by the amount that would otherwise be allocable to the Investor in connection with such Restricted Investment, and such amount shall be reallocated among the remaining participating limited partners on a pro rata basis or, at the General Partner's discretion, funded by the General Partner from its own resources. The General Partner shall instruct the Administrator to adjust capital account allocations accordingly.
2.3 The exercise of excuse rights under this Section 2 shall not reduce the Investor's Commitment or affect the Investor's obligation to fund future capital calls for investments that do not constitute Restricted Investments. The Investor's unfunded Commitment shall continue to be available for future capital calls notwithstanding the exercise of any excuse right hereunder, provided that the Investor shall not be required to fund any capital call with respect to a Restricted Investment from which the Investor has been excused.
2.4 The General Partner shall maintain accurate and complete records of all Restricted Investments from which the Investor has been excused pursuant to this Section 2, and shall provide the Investor with an annual summary of such excused investments, including the name of each portfolio company, the date of the investment, the total investment amount by the Fund, and the amount from which the Investor was excused. Such annual summary shall be delivered to the Investor concurrently with the annual audited financial statements described in Section 3(b).
Section 3: Enhanced Reporting
3.1 In addition to the reporting obligations of the General Partner set forth in the Partnership Agreement, the General Partner shall provide the Investor with the following enhanced reporting:
(a) Quarterly Investment Reports. The General Partner shall deliver to the Investor quarterly investment reports within forty-five (45) days following the end of each fiscal quarter of the Fund. Each quarterly investment report shall contain, at a minimum, the following information:
(i) portfolio company-level detail for each active investment of the Fund, including the name of each portfolio company, the date of the initial investment, the aggregate cost basis, the current estimated fair value, and a description of the valuation methodology applied (including the basis for any material adjustments to fair value since the prior reporting period);
(ii) sector-level attribution analysis, presenting the Fund's performance attribution broken down by sector, including (to the extent applicable) enterprise software sub-sectors such as software-as-a-service (SaaS), infrastructure software, cybersecurity, developer tools, data analytics, and vertical applications;
(iii) a schedule of realized and unrealized gains and losses by portfolio company for the applicable quarter and on a cumulative inception-to-date basis; and
(iv) Fund-level performance metrics, including gross and net internal rate of return (IRR), total value to paid-in capital (TVPI), distributions to paid-in capital (DPI), and residual value to paid-in capital (RVPI), in each case calculated in accordance with generally accepted industry standards.
(b) Annual Audited Financial Statements. The General Partner shall cause the Fund's independent auditor, Ashford & Whitmore LLP (or such successor independent auditor as may be appointed from time to time), to prepare annual audited financial statements of the Fund in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Such audited financial statements shall be delivered to the Investor within one hundred twenty (120) days following the end of each fiscal year of the Fund.
(c) Annual Meeting. The General Partner shall use commercially reasonable efforts to hold an annual meeting or investor conference of the limited partners of the Fund, and shall invite the Investor to attend such meeting in person or virtually (at the Investor's election). The General Partner shall provide the Investor with not less than thirty (30) days' advance written notice of any such annual meeting, together with an agenda and any materials to be presented at such meeting.
(d) Ad Hoc Reporting. The General Partner shall respond to reasonable requests for additional information from the Investor (or its investment staff, including the Investor's Chief Investment Officer, Martin Albrecht, or any successor designated in writing by the Investor) within fifteen (15) business days of receipt of such request. The General Partner's obligation to respond to ad hoc information requests shall be subject to (i) the General Partner's confidentiality obligations to portfolio companies, co-investors, and other limited partners, and (ii) the General Partner's reasonable determination that such disclosure would not breach contractual obligations owed to portfolio companies, co-investors, or other limited partners, or otherwise compromise the competitive position of the Fund or any portfolio company.
3.2 All reports and information to be delivered to the Investor pursuant to this Section 3 shall be delivered electronically (by email or through a secure document portal designated by the General Partner) to such persons and at such email addresses as the Investor may designate in writing to the General Partner from time to time.
Section 4: FOIA / Public Records Protections
4.1 The General Partner acknowledges and agrees that the Investor is a governmental pension plan of the State of Washington and is subject to the Washington Public Records Act, RCW Chapter 42.56, and may be subject to other applicable public records, freedom of information, or "sunshine" laws of the State of Washington or of any other jurisdiction (collectively, "FOIA Laws"). The General Partner further acknowledges that the Investor may be required, under such FOIA Laws, to disclose certain information related to the Investor's investment in the Fund in response to public records requests.
4.2 In light of the foregoing, the General Partner agrees to the following protections:
(a) Confidential Treatment Designation. The General Partner shall clearly mark, label, or otherwise designate as "CONFIDENTIAL — TRADE SECRET" or with such other appropriate legends as may be reasonably necessary, all reports, documents, communications, and information delivered to the Investor that the General Partner considers proprietary, confidential, or trade secret information. Without limiting the generality of the foregoing, such confidential information shall include, to the extent applicable, portfolio company valuations, the General Partner's proprietary analyses and investment memoranda, co-investor identities, investment pipeline information, portfolio company financial projections, and the terms of agreements between the Fund and its portfolio companies. The General Partner acknowledges that appropriate designation of materials as confidential or trade secret information will facilitate the Investor's ability to assert applicable exemptions under FOIA Laws.
(b) Notice and Cooperation. If the Investor receives a request under any FOIA Law for documents or information relating to the Fund, the Partnership Agreement, this Side Letter, the Investor's Subscription Agreement, or the Investor's investment in the Fund:
(i) the Investor shall, to the extent permitted by applicable law, provide the General Partner with prompt written notice of such request (and in any event prior to any disclosure of the requested materials), including a copy of the request or a description of the information sought;
(ii) the Investor shall, to the extent permitted by applicable law, cooperate with the General Partner in seeking to limit or prevent disclosure of confidential information, including by asserting applicable exemptions under the FOIA Laws (including, without limitation, trade secret exemptions, commercial or financial information exemptions, and competitive harm exemptions under RCW 42.56.270 or any analogous provision of applicable law); and
(iii) the General Partner may, at its own expense, seek protective orders, injunctive relief, or other judicial or administrative relief to prevent or limit disclosure of confidential information in response to any such request, and the Investor shall, to the extent permitted by applicable law, cooperate with the General Partner in connection with any such proceeding.
(c) Limitation. Notwithstanding anything to the contrary in this Section 4 or elsewhere in this Side Letter, nothing in this Section 4 shall require the Investor to violate applicable law, to refuse compliance with any order of a court of competent jurisdiction or other governmental authority, or to incur any liability or penalty. If the Investor is legally compelled to disclose information notwithstanding the procedures set forth in this Section 4, the Investor may make such disclosure as is required by law, provided that the Investor shall, to the extent practicable, provide the General Partner with advance notice of such compelled disclosure and shall use commercially reasonable efforts to limit the scope of such disclosure to the minimum required by law.
(d) Aggregated and Summary Data. The General Partner acknowledges that the Investor may be required, in connection with its annual reports, fiduciary disclosures, legislative reporting requirements, or other public disclosures, to disclose certain summary or aggregated information regarding its investment in the Fund, including, without limitation, the Fund name, the Investor's Commitment amount, net returns, and general performance metrics. Such disclosure of summary or aggregated information shall not constitute a breach of any confidentiality obligation of the Investor under this Side Letter, the Partnership Agreement, or the Subscription Agreement.
Section 5: Co-Investment Rights
5.1 The General Partner shall offer the Investor a reasonable opportunity to co-invest alongside the Fund in portfolio company investments on the following terms and conditions:
(a) Notice of Co-Investment Opportunities. The General Partner shall provide the Investor with written notice of co-investment opportunities that the General Partner determines, in its sole discretion, to offer to one or more limited partners of the Fund. Such notice shall include a summary term sheet describing the material terms of the proposed co-investment and an information package containing such due diligence materials as the General Partner determines, in its reasonable discretion, to be appropriate for the Investor's evaluation of the co-investment opportunity, subject to any confidentiality restrictions imposed by the applicable portfolio company.
(b) Response Period. The Investor shall have not fewer than ten (10) business days from receipt of the notice described in Section 5.1(a) to indicate its interest in participating in the co-investment opportunity. The Investor's indication of interest shall specify the amount the Investor proposes to invest. If the Investor fails to respond within the ten (10) business day period, the Investor shall be deemed to have declined the co-investment opportunity.
(c) Fee-Free and Carry-Free. Co-investments made by the Investor pursuant to this Section 5 shall not be subject to any management fee or carried interest (i.e., all such co-investments shall be made on a "fee-free" and "carry-free" basis). For the avoidance of doubt, co-investment amounts shall not be included in the calculation of the Investor's Commitment for purposes of management fee calculations under Section 1 or for any other purpose under the Partnership Agreement.
(d) Allocation. Co-investment allocations among participating limited partners shall be determined by the General Partner in its reasonable discretion, taking into account, among other factors, each limited partner's Commitment to the Fund, each limited partner's prior co-investment participation and track record, each limited partner's ability to execute on the proposed timeline (including internal approval processes and regulatory constraints), and the overall size of the co-investment opportunity relative to demand.
(e) Structure. Co-investments may be structured through a co-investment vehicle organized by the General Partner (or an affiliate thereof) or through direct investment by the Investor, as determined by the General Partner in its reasonable discretion based on tax, regulatory, and administrative considerations.
(f) Best-Efforts Basis. The Investor acknowledges and agrees that co-investment opportunities are offered on a best-efforts basis and that the General Partner does not guarantee any minimum number, size, or frequency of co-investment opportunities. The General Partner shall have no obligation to offer any particular co-investment opportunity to the Investor and shall have no liability to the Investor for any failure to offer co-investment opportunities.
5.2 The terms and conditions of any co-investment made by the Investor pursuant to this Section 5 shall be documented in a separate co-investment agreement or subscription agreement, which may contain additional representations, warranties, covenants, and other terms as the General Partner may reasonably require.
Section 6: Most Favored Nation Election Right
6.1 The Investor shall be entitled to "most favored nation" election rights with respect to side letter terms granted to other limited partners of the Fund, as follows:
(a) MFN Side Letter Compilation. Following the Final Close of the Fund (currently anticipated to be on or about July 15, 2026), the General Partner shall deliver to the Investor, within fifteen (15) business days after the Final Close, a redacted compilation of all side letter provisions granted to other limited partners of the Fund (the "MFN Side Letter Compilation"). The MFN Side Letter Compilation shall exclude (i) the identity of the limited partner to whom each provision was granted, and (ii) Excluded Provisions (as defined in Section 6.1(d) below).
(b) Election Period. Within thirty (30) calendar days following delivery of the MFN Side Letter Compilation to the Investor, the Investor may elect, by written notice to the General Partner (using the form of MFN Election Form provided by the General Partner), to receive the benefit of any one or more provisions contained in the MFN Side Letter Compilation that are more favorable to the applicable limited partner than the corresponding provision (or absence thereof) in this Side Letter or the Partnership Agreement, as applicable. If the Investor fails to deliver a valid MFN election within the thirty (30) calendar day period, the Investor shall be deemed to have waived its MFN election right with respect to the applicable MFN Side Letter Compilation.
(c) Eligibility Threshold. The MFN election right set forth in this Section 6 is available to limited partners whose Commitment to the Fund equals or exceeds Twenty-Five Million Dollars ($25,000,000). The Investor's Commitment of Seventy-Five Million Dollars ($75,000,000) satisfies this eligibility threshold.
(d) Excluded Provisions. "Excluded Provisions" means provisions that are not subject to MFN election pursuant to this Section 6, consisting of the following:
(i) provisions granted to a limited partner to satisfy specific legal, regulatory, or tax requirements applicable to such limited partner, including, without limitation, FOIA or public records carve-outs or accommodations granted to governmental plans, ERISA representations, waivers, or accommodations, and tax-related provisions specific to a limited partner's tax-exempt status, foreign status, or other tax classification;
(ii) the right to designate a representative to serve on the Advisory Committee of the Fund;
(iii) the right to designate a board observer with respect to any portfolio company;
(iv) any other term that the General Partner, in its reasonable determination, is specific to the legal, regulatory, tax, or organizational status of the limited partner to which it was originally granted and is not applicable to or appropriate for the electing limited partner.
(e) Confirmation and Amendment. Upon receipt of a valid MFN election from the Investor, the General Partner shall, within fifteen (15) business days, confirm the elected provisions in writing to the Investor. Upon such confirmation, this Side Letter shall be deemed automatically amended to incorporate such elected provisions effective as of the date of the General Partner's written confirmation, without the need for a separate amendment instrument.
(f) Clarification. For the avoidance of doubt, the Investor's excuse rights set forth in Section 2, the FOIA protections set forth in Section 4, and the tax-exempt status representations set forth in Section 8 are LP-specific provisions reflective of the Investor's particular legal and regulatory characteristics as a governmental pension plan of the State of Washington. Such provisions would constitute Excluded Provisions if granted to a different limited partner with different legal, regulatory, or organizational characteristics, and accordingly, the Investor acknowledges that the availability of analogous provisions in the MFN Side Letter Compilation does not create duplicative or additional rights.
Section 7: Advisory Committee
7.1 The Investor acknowledges that, pursuant to the Partnership Agreement, limited partners that have made Commitments of Fifty Million Dollars ($50,000,000) or more to the Fund are entitled to designate one (1) representative to serve on the Advisory Committee of the Fund (the "Advisory Committee").
7.2 The General Partner confirms that the Investor, with a Commitment of Seventy-Five Million Dollars ($75,000,000), satisfies the threshold set forth in the Partnership Agreement and is entitled to designate one (1) representative to serve on the Advisory Committee.
7.3 The Investor's initial designee to the Advisory Committee shall be Martin Albrecht, the Investor's Chief Investment Officer, or such other person as the Investor may designate in writing to the General Partner from time to time. The Investor may replace its Advisory Committee designee at any time upon written notice to the General Partner.
7.4 The Advisory Committee shall serve in an advisory capacity to the General Partner with respect to conflicts of interest, portfolio company valuations, deviations from the Fund's stated investment strategy, and such other matters as may be set forth in the Partnership Agreement. For the avoidance of doubt, the Advisory Committee shall have no authority to manage or direct the affairs of the Fund, and membership on the Advisory Committee shall not impose fiduciary duties on the Investor or its designee.
Section 8: Representations and Warranties of the Investor
8.1 The Investor represents and warrants to the General Partner, as of the date hereof and as of the date of each capital contribution to the Fund, as follows:
(a) The Investor is a governmental pension plan established and maintained for the benefit of the employees of the State of Washington and its political subdivisions, and is exempt from federal income taxation under Section 115 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor is not subject to federal income taxation on income derived from its investment in the Fund.
(b) The Investor is not a "benefit plan investor" within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the assets of the Investor do not constitute "plan assets" within the meaning of the regulations of the U.S. Department of Labor promulgated under ERISA (29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA). The Investor is a "governmental plan" within the meaning of Section 3(32) of ERISA and is therefore not subject to the requirements of Title I of ERISA.
(c) The Investor has full power, authority, and legal right to enter into this Side Letter, to make the Commitment, to execute and deliver the Subscription Agreement, and to perform all of its obligations under this Side Letter, the Subscription Agreement, and the Partnership Agreement. The execution, delivery, and performance of this Side Letter by the Investor have been duly authorized by all necessary action on the part of the Investor, including any required approvals by the Investor's board of trustees or investment committee.
(d) The execution, delivery, and performance of this Side Letter by the Investor does not and will not conflict with, result in a breach or violation of, or constitute a default under, any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority, or any agreement, contract, indenture, or instrument to which the Investor is a party or by which the Investor or any of its assets is bound.
(e) The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act"), and an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
(f) The Investor acknowledges that the Fund is not registered as an investment company under the 1940 Act in reliance on the exclusion from the definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Investor further acknowledges that the limited partnership interests in the Fund have not been registered under the Securities Act or the securities laws of any state, and are being offered and sold in reliance on exemptions from such registration requirements.
Section 9: Representations and Covenants of the General Partner
9.1 The General Partner represents, warrants, and covenants to the Investor, as of the date hereof and, with respect to the representations and warranties set forth below, as of the date of each capital call, as follows:
(a) Pinnacle Venture Capital Management LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite power and authority to act as the general partner of the Fund and to execute, deliver, and perform its obligations under this Side Letter.
(b) The General Partner is registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (SEC File Number: 801-XXXXX, to be confirmed prior to execution). The General Partner shall maintain such registration in effect at all times during the term of the Fund, except to the extent that the General Partner determines, in consultation with its legal counsel, that an alternative exemption or exclusion from registration is available and appropriate.
(c) Pinnacle Venture Fund II LP is a limited partnership duly organized and validly existing under the laws of the State of Delaware. The Fund's Certificate of Limited Partnership was filed with the Delaware Secretary of State on August 12, 2025, under File No. 7924813. The Fund's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, DE 19801.
(d) The General Partner shall comply in all material respects with all applicable laws, statutes, rules, regulations, and orders of any governmental authority in connection with the management, operation, and investment activities of the Fund, including, without limitation, applicable securities laws, anti-money laundering laws, and anti-corruption laws.
(e) The General Partner shall provide prompt written notice to the Investor of (i) any material change in the General Partner's SEC registration status, (ii) any material regulatory action, investigation, or proceeding involving the General Partner or its principals, Rajesh Mehta and Claire Dubois (including, without limitation, any enforcement action, censure, sanction, or fine imposed by the SEC, FINRA, or any other regulatory authority), and (iii) any material litigation or legal proceeding involving the Fund or the General Partner that could reasonably be expected to have a material adverse effect on the Fund or the General Partner's ability to perform its obligations hereunder.
Section 10: Key Person Provisions
10.1 The Investor acknowledges the key person provisions set forth in the Partnership Agreement (the "Key Person Provisions"), which require that certain designated individuals devote substantially all of their business time and attention to the investment activities and affairs of the Fund during the Investment Period.
10.2 The Parties confirm that the "Key Persons" for purposes of the Partnership Agreement are:
(a) Rajesh Mehta, Co-Founder & Managing Partner of Pinnacle Venture Capital Management LLC; and
(b) Claire Dubois, Co-Founder & Managing Partner of Pinnacle Venture Capital Management LLC.
Each Key Person is required, pursuant to the Partnership Agreement, to devote substantially all of his or her business time and attention to the investment activities and affairs of the Fund during the Investment Period, subject to such exceptions as may be set forth in the Partnership Agreement (including, without limitation, service on the boards of directors of portfolio companies and limited involvement in predecessor funds that are in wind-down).
10.3 The General Partner shall provide the Investor with prompt written notice (in any event within five (5) business days) of the occurrence of any "Key Person Event" (as defined in the Partnership Agreement), including, without limitation, the death, permanent disability, voluntary departure, involuntary termination, or material reduction in the time commitment of either Key Person. Such notice shall describe in reasonable detail the nature of the Key Person Event, the expected impact on the Fund's investment activities, and the General Partner's plan (if any) to address the Key Person Event, including any proposed suspension of the Investment Period in accordance with the Partnership Agreement.
Section 11: Confidentiality
11.1 The Parties agree that the terms, provisions, and existence of this Side Letter are confidential and shall not be disclosed by either Party to any third party, except as follows:
(a) Investor Disclosures. The Investor may disclose the terms of this Side Letter to its board of trustees, investment committee members, officers, employees, consultants, investment advisors, and outside legal counsel (including Whitfield & Gage LLP) who have a legitimate need to know such information in connection with the Investor's investment in the Fund, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein (whether by contract, fiduciary duty, professional obligation, or applicable law).
(b) Legal Compulsion. Either Party may disclose the terms of this Side Letter as required by applicable law, statute, rule, regulation, or legal process (including, without limitation, FOIA Laws, subject to the protections and procedures set forth in Section 4), or as required by any order of a court of competent jurisdiction or governmental authority.
(c) MFN Compilation. The General Partner may disclose the terms of this Side Letter in redacted, anonymized form (without identifying the Investor) in connection with the General Partner's preparation and delivery of the MFN Side Letter Compilation to other limited partners of the Fund pursuant to Section 6.
(d) Service Providers. The General Partner may disclose the terms of this Side Letter to the Fund's administrator (Meridian Fund Services LLC), the Fund's independent auditor (Ashford & Whitmore LLP), and the General Partner's legal counsel (Calderwood & Harkness LLP), in each case solely in connection with the administration, audit, and legal compliance of the Fund, and subject to such service providers' confidentiality obligations.
(e) Other Limited Partners (Anonymized). The terms of this Side Letter may be disclosed to other limited partners of the Fund, but solely in redacted, anonymized form as part of the MFN Side Letter Compilation, without identifying the Investor as the recipient of such terms.
11.2 The General Partner shall use commercially reasonable efforts to maintain the confidentiality of the Investor's identity in any MFN Side Letter Compilation or other anonymized disclosure made pursuant to this Section 11.
Section 12: Transfer Restrictions
12.1 The Investor's limited partnership interest in the Fund shall be subject to the transfer restrictions set forth in the Partnership Agreement, including, without limitation, any requirements for prior written consent of the General Partner, compliance with applicable securities laws, and delivery of legal opinions or other documentation as may be required by the Partnership Agreement.
12.2 Any transfer of all or any portion of the Investor's limited partnership interest shall require the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed.
12.3 For the avoidance of doubt, this Side Letter does not grant the Investor any additional transfer rights or relaxed transfer restrictions beyond those set forth in the Partnership Agreement. The Investor acknowledges that other limited partners of the Fund may receive enhanced transfer rights or provisions pursuant to their respective side letter agreements, and such provisions may be subject to the Investor's MFN election right under Section 6, to the extent not otherwise Excluded Provisions.
Section 13: Term and Termination
13.1 This Side Letter shall become effective upon execution and delivery by both Parties and shall remain in full force and effect for the duration of the term of the Fund, which shall be ten (10) years from the date of the First Close (i.e., through January 15, 2036), subject to two (2) successive one-year extensions at the discretion of the General Partner (i.e., through January 15, 2038 at the latest), as set forth in the Partnership Agreement.
13.2 This Side Letter shall terminate upon the earliest to occur of: (a) the dissolution and final winding up of the Fund in accordance with the Partnership Agreement, (b) the complete withdrawal or transfer by the Investor of its entire limited partnership interest in the Fund (subject to the provisions of Section 12 and the Partnership Agreement), or (c) the mutual written agreement of both Parties to terminate this Side Letter.
13.3 Notwithstanding the foregoing, the provisions of Section 4 (FOIA / Public Records Protections), Section 11 (Confidentiality), and Section 15 (Governing Law) shall survive the termination or expiration of this Side Letter to the extent necessary to give effect to the rights and obligations set forth therein.
Section 14: Amendments and Waivers
14.1 This Side Letter may be amended, modified, or supplemented only by a written instrument duly executed by both the General Partner and the Investor. No oral agreement, course of dealing, or trade usage shall be deemed to amend, modify, or supplement any provision of this Side Letter.
14.2 No waiver of any provision of this Side Letter shall be effective unless such waiver is in writing and signed by the Party granting such waiver. A waiver of any provision of this Side Letter on one occasion shall not be deemed a waiver of the same or any other provision on any subsequent occasion.
14.3 No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy.
Section 15: Governing Law
15.1 This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction.
Section 16: Notices
16.1 All notices, requests, consents, demands, and other communications required or permitted under this Side Letter shall be in writing and shall be delivered as follows:
If to the General Partner:
Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025
Attention: Rajesh Mehta, Co-Founder & Managing Partner
and Claire Dubois, Co-Founder & Managing Partner
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
Attention: Nicholas Stern
If to the Investor:
Cascadia Public Employees' Retirement System 700 NE Capitol Way Olympia, WA 98501
Attention: Martin Albrecht, Chief Investment Officer
With a copy (which shall not constitute notice) to:
Whitfield & Gage LLP 1211 SW Fifth Avenue, Suite 3100 Portland, OR 97204
Attention: Sandra Okafor
16.2 Notices shall be deemed to have been duly given: (a) if delivered by hand or by nationally recognized overnight courier service, upon receipt; (b) if sent by certified or registered mail, postage prepaid, return receipt requested, three (3) business days after deposit in the United States mail; or (c) if sent by email to an email address designated by the receiving Party in writing, upon confirmation of receipt by the receiving Party (excluding automated delivery receipts).
16.3 Either Party may change its address or designee for notices by providing written notice thereof to the other Party in accordance with this Section 16.
Section 17: Entire Agreement; Relationship to Partnership Agreement
17.1 This Side Letter, together with the Partnership Agreement and the Investor's Subscription Agreement, constitutes the entire agreement between the General Partner and the Investor with respect to the subject matter hereof and supersedes all prior negotiations, discussions, representations, warranties, and agreements, whether written or oral, between the Parties with respect to such subject matter.
17.2 In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall prevail and control solely as between the General Partner and the Investor.
17.3 Except as expressly modified, supplemented, or superseded by this Side Letter, the Partnership Agreement shall remain in full force and effect in accordance with its terms with respect to the Investor and all other limited partners of the Fund.
17.4 This Side Letter is entered into solely for the benefit of the General Partner and the Investor and shall not modify, amend, or affect the rights or obligations of any other limited partner of the Fund under the Partnership Agreement or otherwise.
Section 18: Counterparts; Electronic Signatures
18.1 This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
18.2 Delivery of an executed counterpart of this Side Letter by electronic transmission, including by portable document format (PDF) or other electronic means, shall be equally effective as delivery of a manually executed counterpart. Each Party agrees that the electronic signature of a Party to this Side Letter shall be as valid as an original signature of such Party and shall be effective to bind such Party to this Side Letter.
Section 19: Severability
19.1 If any provision of this Side Letter, or the application thereof to any Party or any circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall continue in full force and effect. In the event any provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent practicable, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
[Signature Page Follows]
SIGNATURE PAGE TO SIDE LETTER AGREEMENT
Pinnacle Venture Fund II LP
IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.
GENERAL PARTNER:
PINNACLE VENTURE CAPITAL MANAGEMENT LLC, as General Partner of Pinnacle Venture Fund II LP
By: ________
Name: Rajesh Mehta
Title: Co-Founder & Managing Partner
Date: ________
LIMITED PARTNER / INVESTOR:
CASCADIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
By: ________
Name: Martin Albrecht
Title: Chief Investment Officer
Date: ________
SCHEDULE A
Fund Summary Information
(For Reference Purposes Only)
The following is a summary of certain key terms and information relating to the Fund and the Investor's investment therein. This Schedule A is provided for informational purposes only and is qualified in its entirety by reference to the Partnership Agreement, the Subscription Agreement, and this Side Letter. In the event of any conflict between this Schedule A and the Partnership Agreement, the Subscription Agreement, or this Side Letter, the applicable agreement shall control.
[End of Schedule A]
[End of Side Letter Agreement]
Item | Detail
Fund Name | Pinnacle Venture Fund II LP
General Partner | Pinnacle Venture Capital Management LLC
Fund Target Size | $600,000,000
Fund Hard Cap | $750,000,000
Investor Commitment | $75,000,000 (representing approximately 12.5% of target fund size)
Standard Management Fee (Investment Period) | 2.00% per annum on committed capital
Standard Management Fee (Post-Investment Period) | 2.00% per annum on invested capital
Investor Management Fee (Investment Period, per this Side Letter) | 1.75% per annum on committed capital
Investor Management Fee (Post-Investment Period, per this Side Letter) | 2.00% per annum on invested capital (no discount)
Carried Interest | 20% over 8% preferred return (compounded annually), with 100% GP catch-up to 20/80 split
Investment Period | January 15, 2026 through January 15, 2031 (5 years)
Fund Term | 10 years from First Close (through January 15, 2036), with two (2) successive one-year extensions at GP discretion (through January 15, 2038 at the latest)
First Close (Target) | January 15, 2026
Final Close Deadline | July 15, 2026
Investment Focus | Early-stage and growth-stage venture capital investments in enterprise software and SaaS companies
Fund Administrator | Meridian Fund Services LLC
Fund Auditor | Ashford & Whitmore LLP
Delaware Certificate of LP File No. | 7924813
GP SEC Registration | Investment Advisers Act of 1940 (File No. 801-XXXXX, to be confirmed)
1940 Act Exemption | Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED

SIDE LETTER AGREEMENT

PREAMBLE

RECITALS

SIGNATURE PAGE TO SIDE LETTER AGREEMENT

GENERAL PARTNER:

LIMITED PARTNER / INVESTOR:

CASCADIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM

SCHEDULE A

Record

Parties

Dates

Amounts