side-letter-crestview-family-office-initial-draft.docx

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

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CONFIDENTIAL — INITIAL DRAFT Prepared by Calderwood & Harkness LLP for distribution to Prescott & Langley LLP Attorney Work Product — Subject to Revision

SIDE LETTER AGREEMENT

PINNACLE VENTURE FUND II LP

October 20, 2025

This Side Letter Agreement (this "Side Letter") is entered into as of October 20, 2025 (the "Effective Date"), by and between:

PINNACLE VENTURE CAPITAL MANAGEMENT LLC, a Delaware limited liability company, in its capacity as the general partner (the "General Partner" or "GP") of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund" or "Partnership"), with its principal office at 2400 Sand Hill Road, Suite 320, Menlo Park, California 94025;

and

BRINDOVAL FAMILY OFFICE HOLDINGS LP, a Delaware limited partnership (the "Limited Partner" or "Investor"), with its principal office at 900 North Michigan Avenue, Suite 2800, Chicago, Illinois 60611 (principal contact: Jonathan Raines).

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

RECITALS. WHEREAS, the Fund was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 12, 2025 (File No. 7924813);

WHEREAS, the General Partner and the limited partners of the Fund have entered into, or will enter into, an Amended and Restated Limited Partnership Agreement, dated as of January 15, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "LPA"), governing the formation, operation, and affairs of the Fund;

WHEREAS, the Investor has committed to make a capital commitment to the Fund in the aggregate amount of Forty Million Dollars ($40,000,000) (the "Commitment"), representing approximately 6.67% of the Fund's target fund size of Six Hundred Million Dollars ($600,000,000);

WHEREAS, the Fund's investment strategy and focus is the making of early-stage and growth-stage venture capital investments primarily in enterprise software and software-as-a-service ("SaaS") companies;

WHEREAS, the General Partner desires to grant to the Investor certain rights, benefits, and protections supplemental to, and in modification of, the terms and conditions of the LPA, solely as between the General Partner and the Investor, on the terms and subject to the conditions set forth herein; and

WHEREAS, the Investor's willingness to make the Commitment is based, in part, upon the General Partner's agreement to provide the Investor with the supplemental rights, benefits, and protections described herein.

NOW, THEREFORE, in consideration of the Investor's Commitment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Definitions and Interpretation

(a) Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the LPA. In addition to the terms defined elsewhere in this Side Letter, the following terms shall have the meanings set forth below when used herein:

"Commitment" means the capital commitment of the Investor to the Fund in the aggregate amount of Forty Million Dollars ($40,000,000), as set forth in the Investor's subscription agreement and the LPA.

"Competitive Business" has the meaning set forth in Section 3(b).

"Competitive Investment Notice" has the meaning set forth in Section 3(a).

"Competitive Opt-Out Election" has the meaning set forth in Section 3(a).

"Excluded Provisions" has the meaning set forth in Section 7(b).

"Favorable Term" has the meaning set forth in Section 7(a).

"Final Close" means July 15, 2026, or such earlier date as may be determined by the General Partner in its sole discretion.

"Fund" means Pinnacle Venture Fund II LP, a Delaware limited partnership.

"GP" means Pinnacle Venture Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of the Fund.

"ILPA" means the Institutional Limited Partners Association.

"Investment Period" means the period commencing on the First Close (targeted for January 15, 2026) and ending on the fifth (5th) anniversary thereof, January 15, 2031, unless earlier terminated in accordance with the provisions of the LPA.

"LPA" means the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the First Close, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"MFN Election Notice" has the meaning set forth in Section 7(c).

"MFN Election Period" has the meaning set forth in Section 7(c).

"MFN Side Letter Compilation" means the redacted compilation of all side letter provisions (excluding the identities of the Other LPs and all Excluded Provisions) granted to limited partners of the Fund, prepared and delivered by the General Partner to eligible limited partners in accordance with Section 7(c).

"MFN Threshold" has the meaning set forth in Section 7(c).

"Other LP" has the meaning set forth in Section 7(a).

"Raines Family Businesses" has the meaning set forth in Section 3(b).

(b) Interpretation. Unless the context otherwise requires: (i) all references to "Sections" are to sections of this Side Letter; (ii) all references to "Schedules" are to schedules attached to this Side Letter, which are hereby incorporated by reference and made a part hereof; (iii) the words "herein," "hereof," "hereunder," and words of similar import refer to this Side Letter as a whole and not to any particular provision hereof; (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (v) references to any statute, law, rule, or regulation shall be deemed to include all amendments thereto, and any successor statutes, laws, rules, or regulations; and (vi) all headings and captions contained herein are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Side Letter.

Section 2. Management Fee

(a) Confirmation of Standard Fee. The Investor acknowledges and agrees that the management fee applicable to the Investor's interest in the Fund (the "Management Fee") shall be the standard management fee set forth in the LPA, without discount or reduction. Specifically, the Management Fee shall be calculated and charged as follows:

(i) During the Investment Period (commencing on the First Close, targeted for January 15, 2026, and ending on January 15, 2031), the Management Fee shall be equal to two percent (2.00%) per annum of the Investor's aggregate Commitment, calculated and payable in advance on a quarterly basis.

(ii) Following the expiration or termination of the Investment Period, the Management Fee shall be equal to two percent (2.00%) per annum of the Investor's invested capital (as determined in accordance with the LPA), calculated and payable in advance on a quarterly basis.

For the avoidance of doubt, no fee discount, fee waiver, fee rebate, or other reduction of the Management Fee is granted to the Investor under this Side Letter.

(b) Netting of Management Fees Against Carried Interest Distributions. Notwithstanding any provision of the LPA to the contrary, the General Partner hereby agrees that the aggregate Management Fees paid by the Investor during the term of the Fund shall be netted against (i.e., credited against or offset against) any carried interest distributions otherwise payable by the Fund to the General Partner (or any of its affiliates) with respect to the Investor's interest in the Fund. The mechanics of such netting shall be as follows:

(i) Upon any distribution by the Fund that includes a carried interest component allocable to the Investor's capital account, the General Partner shall reduce the amount of carried interest otherwise payable to the General Partner (or its affiliates) by an amount equal to the cumulative Management Fees theretofore paid by the Investor, to the extent such Management Fees have not been previously credited against carried interest distributions pursuant to this Section 2(b).

(ii) For purposes of clarity, the Fund's carried interest structure, as set forth in the LPA, provides for carried interest equal to twenty percent (20%) of net profits allocable to each limited partner's capital account, subject to an eight percent (8%) per annum preferred return (compounded annually) to the limited partners and a one hundred percent (100%) GP catch-up allocation until the General Partner has received carried interest distributions equal to twenty percent (20%) of cumulative net profits (thereby achieving an overall 20/80 split between the General Partner and the applicable limited partner).

(iii) The netting contemplated by this Section 2(b) shall not reduce or otherwise affect the calculation of the preferred return payable to the Investor, nor shall it alter the GP catch-up sequence. The netting shall apply solely to the final distribution of carried interest to the General Partner after the catch-up allocation has been fully achieved with respect to the Investor's capital account. To the extent that the cumulative Management Fees paid by the Investor exceed the carried interest otherwise distributable to the General Partner with respect to the Investor's interest, such excess shall not be refunded or otherwise payable to the Investor.

(iv) This netting applies solely to the carried interest attributable to the Investor's pro rata share of the Fund's net profits and does not affect the computation, allocation, or distribution of carried interest with respect to any other limited partner of the Fund.

The General Partner shall maintain records sufficient to track the cumulative Management Fees paid by the Investor and the cumulative carried interest credits applied pursuant to this Section 2(b), and shall provide such records to the Investor upon reasonable request.

Section 3. Competitive Investment Opt-Out Rights

(a) Right to Opt Out. The General Partner shall provide the Investor with written notice (each such notice, a "Competitive Investment Notice") at least fifteen (15) business days prior to the funding of any proposed investment by the Fund in a Competitive Business (as defined in Section 3(b) below). Each Competitive Investment Notice shall include: (i) a reasonably detailed description of the proposed investment, including the identity of the proposed portfolio company (subject to any confidentiality restrictions applicable to the General Partner), the proposed investment amount, and the general terms of the proposed investment; and (ii) the basis on which the General Partner has determined, or on which the Investor may determine, that the proposed portfolio company constitutes a Competitive Business.

The Investor shall have the right, exercisable by delivering written notice to the General Partner within ten (10) business days following the Investor's receipt of the Competitive Investment Notice, to opt out of such proposed investment (each such exercise, a "Competitive Opt-Out Election"). If the Investor does not deliver a Competitive Opt-Out Election within such ten (10) business day period, the Investor shall be deemed to have waived its opt-out right with respect to such proposed investment and shall participate in such investment on the same basis as other limited partners.

(b) Definition of Competitive Business. For purposes of this Side Letter, a "Competitive Business" means any person or entity that derives, or that reasonably expects to derive (based on the business plan, projections, or other information available to the General Partner at the time of the proposed investment), more than twenty-five percent (25%) of its annual revenues from products or services that are substantially similar to, and directly competitive with, the products or services offered by any SaaS business that is owned, operated, or controlled by the Investor, Jonathan Raines, or any member of the Raines family (collectively, the "Raines Family Businesses").

(i) The Investor shall provide the General Partner with an initial list of Raines Family Businesses, substantially in the form of Schedule A attached hereto, no later than the First Close. The Investor shall update such list at least annually, with each annual update to be delivered to the General Partner within thirty (30) calendar days following the end of each calendar year, and shall promptly notify the General Partner in writing following any material change to the list (including any acquisition, disposition, or material change in the business of any Raines Family Business).

(ii) The General Partner's determination of whether a proposed investment constitutes a Competitive Business shall be made in good faith. However, the Investor may submit its own determination to the General Partner, together with a written explanation of the basis therefor. In the event of a disagreement between the Parties as to whether a proposed investment constitutes a Competitive Business, the Parties shall engage in good-faith consultation to resolve such disagreement. Pending resolution of any such disagreement, the Investor's Competitive Opt-Out Election, if timely delivered, shall remain in effect with respect to the disputed investment.

(i) The Investor's Commitment shall not be drawn down for such investment, and the Investor shall be excused from participating in such investment.

(ii) The Investor shall not be entitled to receive any returns, gains, income, or proceeds from, or bear any losses or expenses relating to, such excluded investment, and such investment shall be disregarded for purposes of calculating the Investor's capital account, preferred return, and carried interest allocation with respect thereto.

(iii) The excused amount (i.e., the portion of the Investor's unfunded Commitment that would have been called for such investment) shall remain available for future capital calls and shall not reduce the Investor's aggregate unfunded Commitment.

(iv) The General Partner may, in its sole discretion, reallocate the Investor's share of such investment among the other limited partners of the Fund on a pro rata basis (based on each such other limited partner's Commitment) or on such other basis as the General Partner determines to be equitable and consistent with the LPA.

(d) Confidentiality. The General Partner acknowledges that the information provided in a Competitive Investment Notice may constitute material non-public information regarding the proposed portfolio company and the Fund's investment activities. The Investor acknowledges and agrees that it shall maintain the strict confidentiality of all information contained in any Competitive Investment Notice, in accordance with Section 10 of this Side Letter and the confidentiality provisions of the LPA, and shall not trade in the securities of, or take any other action with respect to, the proposed portfolio company on the basis of such information.

Section 4. Co-Investment Rights

(a) Grant of Co-Investment Rights. The General Partner shall offer the Investor the opportunity to co-invest alongside the Fund in portfolio company investments on a deal-by-deal basis, subject to the availability of co-investment capacity and the General Partner's discretion as to the allocation of co-investment opportunities among co-investors. Such co-investment opportunities shall be offered to the Investor at the same time and on the same economic terms (including the price per share or unit of equity securities) as the Fund's investment in the applicable portfolio company. The General Partner shall provide the Investor with reasonable advance notice of each co-investment opportunity, together with such information regarding the proposed investment as the General Partner determines to be appropriate (subject to any applicable confidentiality restrictions).

(b) Allocation. The General Partner shall use commercially reasonable efforts to allocate co-investment opportunities among all limited partners of the Fund that are entitled to co-investment rights (whether pursuant to a side letter or otherwise) on an equitable basis, taking into account each limited partner's Commitment, expressed interest in co-investment opportunities, ability to fund co-investments on the timeline required by the transaction, and such other factors as the General Partner deems relevant. Notwithstanding the foregoing, the General Partner is not obligated to offer any minimum dollar amount or minimum allocation of co-investment capacity to the Investor, and the General Partner's allocation decisions shall be final and binding absent manifest error or bad faith.

(c) Co-Investment Terms. Co-investments made pursuant to this Section 4 shall be structured through a special purpose co-investment vehicle organized by the General Partner, or through direct investment by the Investor, in each case as determined by the General Partner in its sole discretion. Unless otherwise agreed in writing by the General Partner and the Investor with respect to a specific co-investment, no management fee or carried interest shall be charged on co-investments made by the Investor pursuant to this Section 4. The Investor shall bear its pro rata share of any organizational, legal, or transaction expenses directly attributable to the co-investment vehicle, as determined by the General Partner.

(d) Decline of Co-Investment. The Investor may decline any co-investment opportunity offered pursuant to this Section 4 without penalty, without adverse effect on the Investor's future co-investment rights, and without any other consequence to the Investor's rights under this Side Letter or the LPA. The Investor's decision to decline a co-investment opportunity shall not release or reduce the Investor's obligation to fund its Commitment to the Fund as and when called by the General Partner in accordance with the LPA.

Section 5. Information Rights

(a) ILPA-Aligned Reporting. The General Partner shall provide the Investor with quarterly and annual reports that are substantially in compliance with the reporting standards recommended by the Institutional Limited Partners Association (ILPA), including the ILPA Reporting Template (or any successor reporting standard published by ILPA), to the extent such standards are consistent with the Fund's reporting obligations as set forth in the LPA. Such reports shall include, at a minimum, the following:

(i) Quarterly unaudited financial statements of the Fund, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), to be delivered within sixty (60) calendar days following the end of each fiscal quarter;

(ii) A quarterly portfolio company summary, including, with respect to each portfolio company investment held by the Fund, the fair value of the investment, the original cost basis, the valuation methodology employed, and a brief narrative update on material developments, to be delivered concurrently with the quarterly financial statements;

(iii) Annual audited financial statements of the Fund, prepared in accordance with GAAP and audited by the Fund's independent auditor, Ashford & Whitmore LLP (or any successor auditor appointed by the General Partner), to be delivered within one hundred twenty (120) calendar days following the end of each fiscal year;

(iv) An annual schedule of all fees and expenses charged to or borne by the Fund, including Management Fees, organizational expenses, fund formation expenses, broken-deal expenses, legal and accounting fees, and any other material expenses, to be delivered concurrently with the annual audited financial statements; and

(v) Capital account statements reflecting the Investor's capital contributions, distributions received, share of profits and losses, and net asset value as of the end of each fiscal quarter, to be delivered concurrently with the quarterly financial statements.

(b) Fee and Expense Transparency. The General Partner shall provide the Investor, upon the Investor's reasonable written request, with itemized information regarding all fees, expenses, and offsets charged to or borne by the Fund, including but not limited to:

(i) Management Fees, including the basis of calculation and any offsets or waivers applied;

(ii) Organizational and fund formation expenses, including a breakdown of such expenses by category (e.g., legal, accounting, regulatory, printing, and filing fees);

(iii) Portfolio company monitoring fees and transaction fees (if any) received by the General Partner or its affiliates, and the application of any offset provisions contained in the LPA providing for offset of such fees against Management Fees;

(iv) Placement agent fees and the identity of the Fund's placement agent, Greystone Capital Advisors LLC, together with a description of the material terms of the placement agent engagement (including the fee schedule, the duration of the engagement, and any tail fee provisions); and

(v) Any other fees, compensation, or economic benefits received by the General Partner or its affiliates in connection with the Fund's activities, to the extent not otherwise disclosed in the Fund's financial statements or reports.

For the avoidance of doubt, the General Partner confirms that the Investor, along with two other anchor limited partners of the Fund, are direct relationships of the General Partner, and no placement agent fee, finder's fee, or referral fee is payable by the Fund or by Greystone Capital Advisors LLC (or any other person) with respect to the Investor's Commitment.

(i) Any material change in the General Partner's organizational structure, ownership, or key personnel, including any change in the direct or indirect beneficial owners of the General Partner;

(ii) The occurrence of any Key Person Event (as defined in the LPA), which relates to Rajesh Mehta and Claire Dubois, including any departure, disability, death, or material reduction in the time and attention devoted by either such individual to the affairs of the Fund;

(iii) Any material litigation, arbitration, regulatory proceeding, investigation, or enforcement action involving the General Partner, the Fund, or any of their respective principals, officers, or employees, to the extent such matter could reasonably be expected to have a material adverse effect on the Fund, the General Partner, or the Investor's investment in the Fund; and

(iv) Any material changes to the Fund's investment strategy, risk profile, or leverage policy that are not contemplated by the LPA.

(d) Fund Administrator Access. The General Partner shall direct Meridian Fund Services LLC, the Fund's third-party administrator, to respond to reasonable information requests from the Investor (or the Investor's authorized representatives) relating to the Investor's capital account, capital call notices, distribution notices, and other administrative matters pertaining to the Investor's interest in the Fund. The General Partner shall use reasonable efforts to ensure that such requests are responded to within ten (10) business days of receipt by Meridian Fund Services LLC.

Section 6. Transfer Rights

(a) Restrictions. The Investor's limited partnership interest in the Fund (the "Interest") shall not be transferred, assigned, pledged, hypothecated, or otherwise disposed of, in whole or in part, except in accordance with the provisions of the LPA and this Section 6. Any purported transfer that does not comply with this Section 6 and the applicable provisions of the LPA shall be null and void and of no force or effect. Any transfer of the Investor's Interest shall be subject to the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed.

(b) Permitted Transfers. Notwithstanding Section 6(a), the Investor may transfer all or a portion of its Interest to any affiliate of the Investor or any entity directly or indirectly controlled by Jonathan Raines or any member of the Raines family (each, a "Permitted Transferee"), without the prior consent of the General Partner, provided that:

(i) The Permitted Transferee executes a written instrument, in form and substance reasonably satisfactory to the General Partner, pursuant to which the Permitted Transferee assumes all of the obligations of the Investor under the LPA and this Side Letter with respect to the transferred Interest (or portion thereof);

(ii) The Investor provides evidence satisfactory to the General Partner that such transfer would not (A) cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation under Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) result in a violation of the exemptions from registration under the Investment Company Act of 1940 relied upon by the Fund (including the exemptions set forth in Sections 3(c)(1) and 3(c)(7) thereof), or (C) otherwise cause the Fund to be required to register under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended;

(iii) The Investor provides the General Partner with at least thirty (30) calendar days' prior written notice of such proposed transfer, together with copies of all transfer documentation and such other information as the General Partner may reasonably request to confirm compliance with the foregoing conditions; and

(iv) The Investor shall bear all costs and expenses (including reasonable legal fees and expenses of the General Partner) incurred in connection with such transfer.

Upon the completion of a transfer to a Permitted Transferee in compliance with this Section 6(b), such Permitted Transferee shall be deemed to be the "Investor" for all purposes of this Side Letter with respect to the transferred Interest (or portion thereof).

Section 7. Most Favored Nation

(a) MFN Election Right. If the General Partner grants to any other limited partner of the Fund (each, an "Other LP"), whether in a side letter, supplemental agreement, or other written agreement entered into on or prior to the Final Close, rights or terms that are more favorable to such Other LP than the rights or terms granted to the Investor under this Side Letter or under the LPA (each such more favorable right or term, a "Favorable Term"), the Investor shall have the right to elect to receive the benefit of any such Favorable Term, subject to the exclusions described in Section 7(b) and the procedures described in Section 7(c). This right is commonly referred to as a "most favored nation" election right.

(b) Excluded Provisions. The following categories of provisions shall constitute "Excluded Provisions" and shall not be subject to election by the Investor under this Section 7, regardless of whether they may constitute Favorable Terms:

(i) Provisions granted to an Other LP to satisfy specific legal, regulatory, or tax requirements applicable to such Other LP by reason of its organizational form, domicile, or regulatory status, including without limitation: (A) Freedom of Information Act ("FOIA") or state public records act carve-outs or limitations granted to governmental plans, public pension funds, or other public entities; (B) representations, warranties, or waivers relating to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), granted to employee benefit plans or accounts holding plan assets; and (C) tax-exempt status representations or covenants under Section 115 of the Code or similar provisions granted to governmental entities;

(ii) Advisory committee seats or rights to designate members to the Fund's limited partner advisory committee (the "Advisory Committee"), it being acknowledged that the composition of the Advisory Committee is determined by the General Partner in its discretion as set forth in the LPA;

(iii) Portfolio company board observation rights or board designation rights granted to an Other LP;

(iv) Any other rights or terms that the General Partner reasonably determines, in good faith, are specific to the legal, regulatory, tax, or organizational status of the Other LP and are not applicable to the Investor by reason of the Investor's own legal, regulatory, tax, or organizational status.

(c) Election Procedures. The following procedures shall govern the exercise of the Investor's most favored nation election right:

(i) Within fifteen (15) business days following the Final Close (the deadline for which is July 15, 2026, or such earlier date as may be determined by the General Partner), the General Partner shall prepare and deliver to all limited partners of the Fund whose aggregate Commitment to the Fund equals or exceeds Twenty-Five Million Dollars ($25,000,000) (the "MFN Threshold") a redacted compilation of all side letter provisions granted to limited partners of the Fund (the "MFN Side Letter Compilation"), which compilation shall exclude the identities of the Other LPs and all Excluded Provisions.

(ii) The Investor (whose Commitment of $40,000,000 exceeds the MFN Threshold) shall have a period of thirty (30) calendar days following the date of delivery of the MFN Side Letter Compilation (the "MFN Election Period") in which to deliver a written election notice (the "MFN Election Notice") to the General Partner specifying each Favorable Term into which the Investor elects pursuant to this Section 7.

(iii) Upon the timely delivery of an MFN Election Notice by the Investor, each Favorable Term specified therein shall be deemed automatically incorporated into this Side Letter, effective as of the date of delivery of the MFN Election Notice, and shall be binding on the General Partner and the Investor as if such Favorable Term had been originally set forth herein. The General Partner shall confirm in writing the Favorable Terms so incorporated within ten (10) business days following receipt of the MFN Election Notice.

(iv) If the Investor does not deliver an MFN Election Notice within the MFN Election Period, the Investor shall be deemed to have irrevocably waived its most favored nation election rights with respect to the side letter provisions contained in the MFN Side Letter Compilation delivered to the Investor. Such waiver shall not affect any other rights of the Investor under this Side Letter or the LPA.

(d) Limitations. The most favored nation election right set forth in this Section 7 shall not entitle the Investor to elect into any Favorable Term that is, in the General Partner's reasonable determination (exercised in good faith), inconsistent with, contradictory to, or incompatible with the specific terms of this Side Letter or the LPA as applied to the Investor. By way of example and not limitation, the Investor shall not be entitled to elect into a fee discount that would be inconsistent with the fee netting arrangement set forth in Section 2(b). Any dispute regarding the applicability of an Excluded Provision, the eligibility of a particular provision for MFN election, or the inconsistency of an elected Favorable Term with this Side Letter or the LPA shall be resolved by good-faith consultation between the General Partner and the Investor. If the Parties are unable to resolve such dispute within fifteen (15) business days of written notice thereof, the dispute shall be subject to the governing law provisions of Section 15.

Section 8. Representations and Warranties of the Investor

The Investor hereby represents and warrants to the General Partner as of the Effective Date and as of the First Close as follows:

(a) Due Organization and Authority. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Side Letter, the LPA, and the subscription agreement relating to its Commitment to the Fund. 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 and its general partner, and this Side Letter constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity.

(b) Accredited Investor / Qualified Purchaser. The Investor represents and warrants that it is (i) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and (ii) a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. The Investor acknowledges that the Fund relies on the exemptions from registration set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, and that the Investor's representations in this Section 8(b) are material to the Fund's ability to rely on such exemptions.

(c) No ERISA Plan. The Investor represents and warrants that it is not (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Code, or (iii) an entity whose underlying assets include, or are deemed to include, "plan assets" of any such employee benefit plan or plan for purposes of Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or Section 4975 of the Code. No portion of the assets used by the Investor to fund its Commitment constitutes assets of any such employee benefit plan or plan.

(d) Anti-Money Laundering and OFAC. The Investor represents and warrants that: (i) none of the funds or other assets of the Investor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity, or government that is subject to trade restrictions under United States law, including the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., or any other applicable United States or foreign anti-money laundering law or regulation; (ii) no person or entity having any beneficial interest in the Investor is a "Specially Designated National" or "Blocked Person" as designated by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"); (iii) the Investor is in compliance with all applicable anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001 (Pub. L. 107-56), as amended; and (iv) the Investor has implemented, and will maintain, policies, procedures, and internal controls reasonably designed to ensure compliance with the foregoing.

(e) Tax Status. The Investor represents and warrants that it is treated as a partnership for United States federal income tax purposes and is not a disregarded entity for such purposes. The Investor acknowledges that the Fund intends to be treated as a partnership for United States federal income tax purposes and that the General Partner will prepare and file the Fund's tax returns on that basis.

Section 9. Representations and Covenants of the General Partner

The General Partner hereby represents and covenants to the Investor as of the Effective Date and as of the First Close as follows:

(a) The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute, deliver, and perform its obligations under this Side Letter and to act as the general partner of the Fund.

(b) Pinnacle Venture Capital Management LLC 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 No. 801-XXXXX, to be confirmed upon completion of registration), and shall maintain such registration during the term of the Fund to the extent required by applicable law.

(c) The Fund is not registered, and the General Partner does not intend to register the Fund, as an investment company under the Investment Company Act of 1940, as amended, in reliance on the exemptions set forth in Section 3(c)(1) or Section 3(c)(7) thereof. The General Partner shall use reasonable efforts to maintain the Fund's eligibility for such exemptions throughout the term of the Fund.

(d) The terms of this Side Letter, including any Favorable Terms elected by the Investor pursuant to Section 7, shall be kept confidential by the General Partner and shall not be disclosed to any person (other than the Other LPs in connection with the MFN Side Letter Compilation, as provided in Section 7(c), and then only in redacted form excluding the Investor's identity), except (i) as required by applicable law, rule, regulation, or order of a court or governmental authority of competent jurisdiction, (ii) as necessary for the administration of the Fund, or (iii) to the General Partner's legal, tax, and accounting advisors on a need-to-know basis, subject to customary confidentiality obligations.

(e) The co-managing partners of the General Partner are Rajesh Mehta and Claire Dubois, each of whom serves as a Co-Founder and Managing Partner of the General Partner, and each of whom is expected to devote substantially all of his or her professional time and attention to the affairs of the Fund during the Investment Period, as contemplated by the Key Person provisions of the LPA.

Section 10. Confidentiality

Each Party agrees to maintain the confidentiality of this Side Letter and all of the terms, conditions, and provisions contained herein, and shall not disclose this Side Letter or any of its terms to any third party, except as follows:

(a) As required by applicable law, regulation, or rule (including securities laws and regulations), or by judicial, administrative, or regulatory process (including a subpoena, civil investigative demand, or similar process), provided that the disclosing Party shall, to the extent legally permissible and practicable, provide prompt written notice to the other Party of such required disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure;

(b) To each Party's respective legal, tax, accounting, and financial advisors (including, in the case of the General Partner, Calderwood & Harkness LLP, and in the case of the Investor, Prescott & Langley LLP) on a need-to-know basis, provided that such advisors are bound by professional obligations of confidentiality or are subject to written confidentiality obligations no less restrictive than those set forth in this Section 10;

(c) As necessary for the General Partner's preparation of the MFN Side Letter Compilation in accordance with Section 7(c), provided that such compilation shall exclude the Investor's identity and shall be distributed only to limited partners of the Fund that meet the MFN Threshold;

(d) To the Fund's third-party administrator (Meridian Fund Services LLC), independent auditor (Ashford & Whitmore LLP), and placement agent (Greystone Capital Advisors LLC), in each case to the extent necessary for the administration, audit, or compliance functions of the Fund, and provided that such service providers are bound by written confidentiality obligations no less restrictive than those set forth in this Section 10; and

(e) With the prior written consent of the other Party.

The obligations of confidentiality set forth in this Section 10 shall survive the termination or expiration of this Side Letter and the dissolution of the Fund for a period of three (3) years.

Section 11. Relationship to the LPA

(a) Supplemental Agreement. This Side Letter supplements the LPA and modifies the terms thereof solely as between the General Partner and the Investor. Except as expressly modified, supplemented, or superseded by the provisions of this Side Letter, the LPA remains in full force and effect as to the Investor, and the Investor shall continue to be subject to all of the terms, conditions, and obligations of the LPA. In the event of any conflict or inconsistency between any provision of this Side Letter and any provision of the LPA, the terms and provisions of this Side Letter shall control and prevail as between the General Partner and the Investor, but only to the extent of such conflict or inconsistency.

(b) No Third-Party Beneficiaries. This Side Letter is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Side Letter, whether express or implied, is intended to or shall confer upon any other limited partner of the Fund, any creditor of the Fund, or any other third party any legal or equitable right, remedy, claim, or benefit under or by reason of this Side Letter.

(c) Binding on Successors. This Side Letter shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (including any Permitted Transferee that assumes the Investor's obligations hereunder in accordance with Section 6(b)).

Section 12. Term

This Side Letter shall become effective upon the occurrence of the First Close (target date: January 15, 2026) and shall remain in full force and effect for the term of the Fund, including any extensions thereof. The initial term of the Fund is ten (10) years from the First Close, through January 15, 2036, subject to two (2) successive one-year extensions at the discretion of the General Partner (extending the maximum term through January 15, 2038), as more fully described in the LPA. This Side Letter shall terminate upon the earlier of: (i) the dissolution, winding-up, and final liquidation of the Fund; (ii) the complete withdrawal or transfer by the Investor of its entire Interest in the Fund in accordance with the LPA and this Side Letter; or (iii) the mutual written agreement of the Parties to terminate this Side Letter. Notwithstanding the foregoing, the provisions of Sections 2(b), 10, 11, and 15 shall survive termination of this Side Letter to the extent necessary to effectuate the rights and obligations set forth therein.

Section 13. Amendments and Waivers

This Side Letter may be amended, modified, or supplemented only by a written instrument duly executed by both Parties. No waiver of any provision of this Side Letter shall be effective unless made in writing and signed by the Party granting such waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or any other provision of this Side Letter, nor shall any such waiver constitute a continuing waiver. The failure of either Party to enforce any provision of this Side Letter shall not be construed as a waiver of such Party's right to enforce such provision or any other provision in the future.

Section 14. Notices

All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given (i) when delivered by hand; (ii) one (1) business day after being sent by a nationally recognized overnight courier service, with confirmation of delivery; (iii) upon receipt, if sent by certified or registered mail, return receipt requested, postage prepaid; or (iv) upon receipt, if sent by electronic mail (with confirmation of receipt by the recipient, and provided that a copy is sent by one of the other methods specified in clauses (i) through (iii) within two (2) business days thereafter), in each case addressed as follows:

If to the General Partner:

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

Attention: Rajesh Mehta and Claire Dubois

Email: rmehta@pinnaclevc.com; cdubois@pinnaclevc.com

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

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

Attention: Nicholas Stern

Email: nstern@calderwoodharkness.com

If to the Investor:

Brindoval Family Office Holdings LP 900 North Michigan Avenue, Suite 2800 Chicago, Illinois 60611

Attention: Jonathan Raines

Email: jraines@crestviewfo.com

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

Prescott & Langley LLP 120 South LaSalle Street, Suite 2200 Chicago, Illinois 60603

Attention: Angela Ferris

Email: aferris@prescottlangley.com

Either Party may change its address for purposes of this Section 14 by providing written notice of such change to the other Party in accordance with this Section 14.

Section 15. Governing Law

This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 16. Counterparts

This Side Letter may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Electronic signatures transmitted by facsimile, email, or other electronic means, and counterparts delivered in portable document format (.pdf), shall be deemed original signatures for all purposes and shall be binding upon the Parties with the same force and effect as original ink signatures.

Section 17. Entire Agreement

This Side Letter, together with the LPA and the Investor's subscription agreement relating to the Investor's Commitment to the Fund (and any exhibits, schedules, or annexes thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, and understandings, whether oral or written, between the Parties relating to the subject matter hereof.

[Signature Page Follows]

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: ________

By: ________

Name: Claire Dubois

Title: Co-Founder & Managing Partner

Date: ________

INVESTOR:

BRINDOVAL FAMILY OFFICE HOLDINGS LP

By: ________

Name: Jonathan Raines

Title: Principal

Date: ________

SCHEDULE A

RAINES FAMILY BUSINESSES

(Initial List).

Pursuant to Section 3(b) of this Side Letter, the Investor shall provide the General Partner with the initial list of SaaS businesses owned, operated, or controlled by the Investor, Jonathan Raines, or any member of the Raines family (collectively, the "Raines Family Businesses"), for purposes of the definition of "Competitive Business" set forth in Section 3(b).

The following table shall be completed by the Investor prior to the First Close (target date: January 15, 2026):

Additional rows may be added as necessary.

Updating Obligation. The Investor shall update this Schedule A at least annually, with each annual update to be delivered to the General Partner within thirty (30) calendar days following the end of each calendar year. In addition, the Investor shall promptly notify the General Partner in writing of any material change to this list, including any acquisition or disposition of a Raines Family Business or any material change in the products, services, or competitive positioning of any Raines Family Business.

Certification. The undersigned, on behalf of the Investor, hereby certifies that the information set forth in this Schedule A is true, complete, and correct as of the date set forth below.

BRINDOVAL FAMILY OFFICE HOLDINGS LP

By: ________

Name: Jonathan Raines

Title: Principal

Date: ________

No.	Business Name	Entity Type / Jurisdiction	Primary Product / Service Description	Relationship to Raines Family	Approximate Annual Revenue
1.	[To be provided]	[To be provided]	[To be provided]	[To be provided]	[To be provided]
2.	[To be provided]	[To be provided]	[To be provided]	[To be provided]	[To be provided]
3.	[To be provided]	[To be provided]	[To be provided]	[To be provided]	[To be provided]
4.	[To be provided]	[To be provided]	[To be provided]	[To be provided]	[To be provided]
5.	[To be provided]	[To be provided]	[To be provided]	[To be provided]	[To be provided]

CONFIDENTIAL — INITIAL DRAFT Prepared by Calderwood & Harkness LLP for distribution to Prescott & Langley LLP Attorney Work Product — Subject to Revision
SIDE LETTER AGREEMENT
PINNACLE VENTURE FUND II LP
October 20, 2025
This Side Letter Agreement (this "Side Letter") is entered into as of October 20, 2025 (the "Effective Date"), by and between:
PINNACLE VENTURE CAPITAL MANAGEMENT LLC, a Delaware limited liability company, in its capacity as the general partner (the "General Partner" or "GP") of Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Fund" or "Partnership"), with its principal office at 2400 Sand Hill Road, Suite 320, Menlo Park, California 94025;
and
BRINDOVAL FAMILY OFFICE HOLDINGS LP, a Delaware limited partnership (the "Limited Partner" or "Investor"), with its principal office at 900 North Michigan Avenue, Suite 2800, Chicago, Illinois 60611 (principal contact: Jonathan Raines).
The General Partner and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS.  WHEREAS, the Fund was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 12, 2025 (File No. 7924813);
WHEREAS, the General Partner and the limited partners of the Fund have entered into, or will enter into, an Amended and Restated Limited Partnership Agreement, dated as of January 15, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "LPA"), governing the formation, operation, and affairs of the Fund;
WHEREAS, the Investor has committed to make a capital commitment to the Fund in the aggregate amount of Forty Million Dollars ($40,000,000) (the "Commitment"), representing approximately 6.67% of the Fund's target fund size of Six Hundred Million Dollars ($600,000,000);
WHEREAS, the Fund's investment strategy and focus is the making of early-stage and growth-stage venture capital investments primarily in enterprise software and software-as-a-service ("SaaS") companies;
WHEREAS, the General Partner desires to grant to the Investor certain rights, benefits, and protections supplemental to, and in modification of, the terms and conditions of the LPA, solely as between the General Partner and the Investor, on the terms and subject to the conditions set forth herein; and
WHEREAS, the Investor's willingness to make the Commitment is based, in part, upon the General Partner's agreement to provide the Investor with the supplemental rights, benefits, and protections described herein.
NOW, THEREFORE, in consideration of the Investor's Commitment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Definitions and Interpretation
(a) Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the LPA. In addition to the terms defined elsewhere in this Side Letter, the following terms shall have the meanings set forth below when used herein:
"Commitment" means the capital commitment of the Investor to the Fund in the aggregate amount of Forty Million Dollars ($40,000,000), as set forth in the Investor's subscription agreement and the LPA.
"Competitive Business" has the meaning set forth in Section 3(b).
"Competitive Investment Notice" has the meaning set forth in Section 3(a).
"Competitive Opt-Out Election" has the meaning set forth in Section 3(a).
"Excluded Provisions" has the meaning set forth in Section 7(b).
"Favorable Term" has the meaning set forth in Section 7(a).
"Final Close" means July 15, 2026, or such earlier date as may be determined by the General Partner in its sole discretion.
"Fund" means Pinnacle Venture Fund II LP, a Delaware limited partnership.
"GP" means Pinnacle Venture Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of the Fund.
"ILPA" means the Institutional Limited Partners Association.
"Investment Period" means the period commencing on the First Close (targeted for January 15, 2026) and ending on the fifth (5th) anniversary thereof, January 15, 2031, unless earlier terminated in accordance with the provisions of the LPA.
"LPA" means the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the First Close, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"MFN Election Notice" has the meaning set forth in Section 7(c).
"MFN Election Period" has the meaning set forth in Section 7(c).
"MFN Side Letter Compilation" means the redacted compilation of all side letter provisions (excluding the identities of the Other LPs and all Excluded Provisions) granted to limited partners of the Fund, prepared and delivered by the General Partner to eligible limited partners in accordance with Section 7(c).
"MFN Threshold" has the meaning set forth in Section 7(c).
"Other LP" has the meaning set forth in Section 7(a).
"Raines Family Businesses" has the meaning set forth in Section 3(b).
(b) Interpretation. Unless the context otherwise requires: (i) all references to "Sections" are to sections of this Side Letter; (ii) all references to "Schedules" are to schedules attached to this Side Letter, which are hereby incorporated by reference and made a part hereof; (iii) the words "herein," "hereof," "hereunder," and words of similar import refer to this Side Letter as a whole and not to any particular provision hereof; (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (v) references to any statute, law, rule, or regulation shall be deemed to include all amendments thereto, and any successor statutes, laws, rules, or regulations; and (vi) all headings and captions contained herein are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Side Letter.
Section 2. Management Fee
(a) Confirmation of Standard Fee. The Investor acknowledges and agrees that the management fee applicable to the Investor's interest in the Fund (the "Management Fee") shall be the standard management fee set forth in the LPA, without discount or reduction. Specifically, the Management Fee shall be calculated and charged as follows:
(i) During the Investment Period (commencing on the First Close, targeted for January 15, 2026, and ending on January 15, 2031), the Management Fee shall be equal to two percent (2.00%) per annum of the Investor's aggregate Commitment, calculated and payable in advance on a quarterly basis.
(ii) Following the expiration or termination of the Investment Period, the Management Fee shall be equal to two percent (2.00%) per annum of the Investor's invested capital (as determined in accordance with the LPA), calculated and payable in advance on a quarterly basis.
For the avoidance of doubt, no fee discount, fee waiver, fee rebate, or other reduction of the Management Fee is granted to the Investor under this Side Letter.
(b) Netting of Management Fees Against Carried Interest Distributions. Notwithstanding any provision of the LPA to the contrary, the General Partner hereby agrees that the aggregate Management Fees paid by the Investor during the term of the Fund shall be netted against (i.e., credited against or offset against) any carried interest distributions otherwise payable by the Fund to the General Partner (or any of its affiliates) with respect to the Investor's interest in the Fund. The mechanics of such netting shall be as follows:
(i) Upon any distribution by the Fund that includes a carried interest component allocable to the Investor's capital account, the General Partner shall reduce the amount of carried interest otherwise payable to the General Partner (or its affiliates) by an amount equal to the cumulative Management Fees theretofore paid by the Investor, to the extent such Management Fees have not been previously credited against carried interest distributions pursuant to this Section 2(b).
(ii) For purposes of clarity, the Fund's carried interest structure, as set forth in the LPA, provides for carried interest equal to twenty percent (20%) of net profits allocable to each limited partner's capital account, subject to an eight percent (8%) per annum preferred return (compounded annually) to the limited partners and a one hundred percent (100%) GP catch-up allocation until the General Partner has received carried interest distributions equal to twenty percent (20%) of cumulative net profits (thereby achieving an overall 20/80 split between the General Partner and the applicable limited partner).
(iii) The netting contemplated by this Section 2(b) shall not reduce or otherwise affect the calculation of the preferred return payable to the Investor, nor shall it alter the GP catch-up sequence. The netting shall apply solely to the final distribution of carried interest to the General Partner after the catch-up allocation has been fully achieved with respect to the Investor's capital account. To the extent that the cumulative Management Fees paid by the Investor exceed the carried interest otherwise distributable to the General Partner with respect to the Investor's interest, such excess shall not be refunded or otherwise payable to the Investor.
(iv) This netting applies solely to the carried interest attributable to the Investor's pro rata share of the Fund's net profits and does not affect the computation, allocation, or distribution of carried interest with respect to any other limited partner of the Fund.
The General Partner shall maintain records sufficient to track the cumulative Management Fees paid by the Investor and the cumulative carried interest credits applied pursuant to this Section 2(b), and shall provide such records to the Investor upon reasonable request.
Section 3. Competitive Investment Opt-Out Rights
(a) Right to Opt Out. The General Partner shall provide the Investor with written notice (each such notice, a "Competitive Investment Notice") at least fifteen (15) business days prior to the funding of any proposed investment by the Fund in a Competitive Business (as defined in Section 3(b) below). Each Competitive Investment Notice shall include: (i) a reasonably detailed description of the proposed investment, including the identity of the proposed portfolio company (subject to any confidentiality restrictions applicable to the General Partner), the proposed investment amount, and the general terms of the proposed investment; and (ii) the basis on which the General Partner has determined, or on which the Investor may determine, that the proposed portfolio company constitutes a Competitive Business.
The Investor shall have the right, exercisable by delivering written notice to the General Partner within ten (10) business days following the Investor's receipt of the Competitive Investment Notice, to opt out of such proposed investment (each such exercise, a "Competitive Opt-Out Election"). If the Investor does not deliver a Competitive Opt-Out Election within such ten (10) business day period, the Investor shall be deemed to have waived its opt-out right with respect to such proposed investment and shall participate in such investment on the same basis as other limited partners.
(b) Definition of Competitive Business. For purposes of this Side Letter, a "Competitive Business" means any person or entity that derives, or that reasonably expects to derive (based on the business plan, projections, or other information available to the General Partner at the time of the proposed investment), more than twenty-five percent (25%) of its annual revenues from products or services that are substantially similar to, and directly competitive with, the products or services offered by any SaaS business that is owned, operated, or controlled by the Investor, Jonathan Raines, or any member of the Raines family (collectively, the "Raines Family Businesses").
(i) The Investor shall provide the General Partner with an initial list of Raines Family Businesses, substantially in the form of Schedule A attached hereto, no later than the First Close. The Investor shall update such list at least annually, with each annual update to be delivered to the General Partner within thirty (30) calendar days following the end of each calendar year, and shall promptly notify the General Partner in writing following any material change to the list (including any acquisition, disposition, or material change in the business of any Raines Family Business).
(ii) The General Partner's determination of whether a proposed investment constitutes a Competitive Business shall be made in good faith. However, the Investor may submit its own determination to the General Partner, together with a written explanation of the basis therefor. In the event of a disagreement between the Parties as to whether a proposed investment constitutes a Competitive Business, the Parties shall engage in good-faith consultation to resolve such disagreement. Pending resolution of any such disagreement, the Investor's Competitive Opt-Out Election, if timely delivered, shall remain in effect with respect to the disputed investment.
(c) Effect of Opt-Out. If the Investor exercises a Competitive Opt-Out Election with respect to a proposed investment:
(i) The Investor's Commitment shall not be drawn down for such investment, and the Investor shall be excused from participating in such investment.
(ii) The Investor shall not be entitled to receive any returns, gains, income, or proceeds from, or bear any losses or expenses relating to, such excluded investment, and such investment shall be disregarded for purposes of calculating the Investor's capital account, preferred return, and carried interest allocation with respect thereto.
(iii) The excused amount (i.e., the portion of the Investor's unfunded Commitment that would have been called for such investment) shall remain available for future capital calls and shall not reduce the Investor's aggregate unfunded Commitment.
(iv) The General Partner may, in its sole discretion, reallocate the Investor's share of such investment among the other limited partners of the Fund on a pro rata basis (based on each such other limited partner's Commitment) or on such other basis as the General Partner determines to be equitable and consistent with the LPA.
(d) Confidentiality. The General Partner acknowledges that the information provided in a Competitive Investment Notice may constitute material non-public information regarding the proposed portfolio company and the Fund's investment activities. The Investor acknowledges and agrees that it shall maintain the strict confidentiality of all information contained in any Competitive Investment Notice, in accordance with Section 10 of this Side Letter and the confidentiality provisions of the LPA, and shall not trade in the securities of, or take any other action with respect to, the proposed portfolio company on the basis of such information.
Section 4. Co-Investment Rights
(a) Grant of Co-Investment Rights. The General Partner shall offer the Investor the opportunity to co-invest alongside the Fund in portfolio company investments on a deal-by-deal basis, subject to the availability of co-investment capacity and the General Partner's discretion as to the allocation of co-investment opportunities among co-investors. Such co-investment opportunities shall be offered to the Investor at the same time and on the same economic terms (including the price per share or unit of equity securities) as the Fund's investment in the applicable portfolio company. The General Partner shall provide the Investor with reasonable advance notice of each co-investment opportunity, together with such information regarding the proposed investment as the General Partner determines to be appropriate (subject to any applicable confidentiality restrictions).
(b) Allocation. The General Partner shall use commercially reasonable efforts to allocate co-investment opportunities among all limited partners of the Fund that are entitled to co-investment rights (whether pursuant to a side letter or otherwise) on an equitable basis, taking into account each limited partner's Commitment, expressed interest in co-investment opportunities, ability to fund co-investments on the timeline required by the transaction, and such other factors as the General Partner deems relevant. Notwithstanding the foregoing, the General Partner is not obligated to offer any minimum dollar amount or minimum allocation of co-investment capacity to the Investor, and the General Partner's allocation decisions shall be final and binding absent manifest error or bad faith.
(c) Co-Investment Terms. Co-investments made pursuant to this Section 4 shall be structured through a special purpose co-investment vehicle organized by the General Partner, or through direct investment by the Investor, in each case as determined by the General Partner in its sole discretion. Unless otherwise agreed in writing by the General Partner and the Investor with respect to a specific co-investment, no management fee or carried interest shall be charged on co-investments made by the Investor pursuant to this Section 4. The Investor shall bear its pro rata share of any organizational, legal, or transaction expenses directly attributable to the co-investment vehicle, as determined by the General Partner.
(d) Decline of Co-Investment. The Investor may decline any co-investment opportunity offered pursuant to this Section 4 without penalty, without adverse effect on the Investor's future co-investment rights, and without any other consequence to the Investor's rights under this Side Letter or the LPA. The Investor's decision to decline a co-investment opportunity shall not release or reduce the Investor's obligation to fund its Commitment to the Fund as and when called by the General Partner in accordance with the LPA.
Section 5. Information Rights
(a) ILPA-Aligned Reporting. The General Partner shall provide the Investor with quarterly and annual reports that are substantially in compliance with the reporting standards recommended by the Institutional Limited Partners Association (ILPA), including the ILPA Reporting Template (or any successor reporting standard published by ILPA), to the extent such standards are consistent with the Fund's reporting obligations as set forth in the LPA. Such reports shall include, at a minimum, the following:
(i) Quarterly unaudited financial statements of the Fund, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), to be delivered within sixty (60) calendar days following the end of each fiscal quarter;
(ii) A quarterly portfolio company summary, including, with respect to each portfolio company investment held by the Fund, the fair value of the investment, the original cost basis, the valuation methodology employed, and a brief narrative update on material developments, to be delivered concurrently with the quarterly financial statements;
(iii) Annual audited financial statements of the Fund, prepared in accordance with GAAP and audited by the Fund's independent auditor, Ashford & Whitmore LLP (or any successor auditor appointed by the General Partner), to be delivered within one hundred twenty (120) calendar days following the end of each fiscal year;
(iv) An annual schedule of all fees and expenses charged to or borne by the Fund, including Management Fees, organizational expenses, fund formation expenses, broken-deal expenses, legal and accounting fees, and any other material expenses, to be delivered concurrently with the annual audited financial statements; and
(v) Capital account statements reflecting the Investor's capital contributions, distributions received, share of profits and losses, and net asset value as of the end of each fiscal quarter, to be delivered concurrently with the quarterly financial statements.
(b) Fee and Expense Transparency. The General Partner shall provide the Investor, upon the Investor's reasonable written request, with itemized information regarding all fees, expenses, and offsets charged to or borne by the Fund, including but not limited to:
(i) Management Fees, including the basis of calculation and any offsets or waivers applied;
(ii) Organizational and fund formation expenses, including a breakdown of such expenses by category (e.g., legal, accounting, regulatory, printing, and filing fees);
(iii) Portfolio company monitoring fees and transaction fees (if any) received by the General Partner or its affiliates, and the application of any offset provisions contained in the LPA providing for offset of such fees against Management Fees;
(iv) Placement agent fees and the identity of the Fund's placement agent, Greystone Capital Advisors LLC, together with a description of the material terms of the placement agent engagement (including the fee schedule, the duration of the engagement, and any tail fee provisions); and
(v) Any other fees, compensation, or economic benefits received by the General Partner or its affiliates in connection with the Fund's activities, to the extent not otherwise disclosed in the Fund's financial statements or reports.
For the avoidance of doubt, the General Partner confirms that the Investor, along with two other anchor limited partners of the Fund, are direct relationships of the General Partner, and no placement agent fee, finder's fee, or referral fee is payable by the Fund or by Greystone Capital Advisors LLC (or any other person) with respect to the Investor's Commitment.
(c) GP and Key Person Information. The General Partner shall promptly notify the Investor, in writing, of:
(i) Any material change in the General Partner's organizational structure, ownership, or key personnel, including any change in the direct or indirect beneficial owners of the General Partner;
(ii) The occurrence of any Key Person Event (as defined in the LPA), which relates to Rajesh Mehta and Claire Dubois, including any departure, disability, death, or material reduction in the time and attention devoted by either such individual to the affairs of the Fund;
(iii) Any material litigation, arbitration, regulatory proceeding, investigation, or enforcement action involving the General Partner, the Fund, or any of their respective principals, officers, or employees, to the extent such matter could reasonably be expected to have a material adverse effect on the Fund, the General Partner, or the Investor's investment in the Fund; and
(iv) Any material changes to the Fund's investment strategy, risk profile, or leverage policy that are not contemplated by the LPA.
(d) Fund Administrator Access. The General Partner shall direct Meridian Fund Services LLC, the Fund's third-party administrator, to respond to reasonable information requests from the Investor (or the Investor's authorized representatives) relating to the Investor's capital account, capital call notices, distribution notices, and other administrative matters pertaining to the Investor's interest in the Fund. The General Partner shall use reasonable efforts to ensure that such requests are responded to within ten (10) business days of receipt by Meridian Fund Services LLC.
Section 6. Transfer Rights
(a) Restrictions. The Investor's limited partnership interest in the Fund (the "Interest") shall not be transferred, assigned, pledged, hypothecated, or otherwise disposed of, in whole or in part, except in accordance with the provisions of the LPA and this Section 6. Any purported transfer that does not comply with this Section 6 and the applicable provisions of the LPA shall be null and void and of no force or effect. Any transfer of the Investor's Interest shall be subject to the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) Permitted Transfers. Notwithstanding Section 6(a), the Investor may transfer all or a portion of its Interest to any affiliate of the Investor or any entity directly or indirectly controlled by Jonathan Raines or any member of the Raines family (each, a "Permitted Transferee"), without the prior consent of the General Partner, provided that:
(i) The Permitted Transferee executes a written instrument, in form and substance reasonably satisfactory to the General Partner, pursuant to which the Permitted Transferee assumes all of the obligations of the Investor under the LPA and this Side Letter with respect to the transferred Interest (or portion thereof);
(ii) The Investor provides evidence satisfactory to the General Partner that such transfer would not (A) cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation under Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) result in a violation of the exemptions from registration under the Investment Company Act of 1940 relied upon by the Fund (including the exemptions set forth in Sections 3(c)(1) and 3(c)(7) thereof), or (C) otherwise cause the Fund to be required to register under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended;
(iii) The Investor provides the General Partner with at least thirty (30) calendar days' prior written notice of such proposed transfer, together with copies of all transfer documentation and such other information as the General Partner may reasonably request to confirm compliance with the foregoing conditions; and
(iv) The Investor shall bear all costs and expenses (including reasonable legal fees and expenses of the General Partner) incurred in connection with such transfer.
Upon the completion of a transfer to a Permitted Transferee in compliance with this Section 6(b), such Permitted Transferee shall be deemed to be the "Investor" for all purposes of this Side Letter with respect to the transferred Interest (or portion thereof).
Section 7. Most Favored Nation
(a) MFN Election Right. If the General Partner grants to any other limited partner of the Fund (each, an "Other LP"), whether in a side letter, supplemental agreement, or other written agreement entered into on or prior to the Final Close, rights or terms that are more favorable to such Other LP than the rights or terms granted to the Investor under this Side Letter or under the LPA (each such more favorable right or term, a "Favorable Term"), the Investor shall have the right to elect to receive the benefit of any such Favorable Term, subject to the exclusions described in Section 7(b) and the procedures described in Section 7(c). This right is commonly referred to as a "most favored nation" election right.
(b) Excluded Provisions. The following categories of provisions shall constitute "Excluded Provisions" and shall not be subject to election by the Investor under this Section 7, regardless of whether they may constitute Favorable Terms:
(i) Provisions granted to an Other LP to satisfy specific legal, regulatory, or tax requirements applicable to such Other LP by reason of its organizational form, domicile, or regulatory status, including without limitation: (A) Freedom of Information Act ("FOIA") or state public records act carve-outs or limitations granted to governmental plans, public pension funds, or other public entities; (B) representations, warranties, or waivers relating to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), granted to employee benefit plans or accounts holding plan assets; and (C) tax-exempt status representations or covenants under Section 115 of the Code or similar provisions granted to governmental entities;
(ii) Advisory committee seats or rights to designate members to the Fund's limited partner advisory committee (the "Advisory Committee"), it being acknowledged that the composition of the Advisory Committee is determined by the General Partner in its discretion as set forth in the LPA;
(iii) Portfolio company board observation rights or board designation rights granted to an Other LP;
(iv) Any other rights or terms that the General Partner reasonably determines, in good faith, are specific to the legal, regulatory, tax, or organizational status of the Other LP and are not applicable to the Investor by reason of the Investor's own legal, regulatory, tax, or organizational status.
(c) Election Procedures. The following procedures shall govern the exercise of the Investor's most favored nation election right:
(i) Within fifteen (15) business days following the Final Close (the deadline for which is July 15, 2026, or such earlier date as may be determined by the General Partner), the General Partner shall prepare and deliver to all limited partners of the Fund whose aggregate Commitment to the Fund equals or exceeds Twenty-Five Million Dollars ($25,000,000) (the "MFN Threshold") a redacted compilation of all side letter provisions granted to limited partners of the Fund (the "MFN Side Letter Compilation"), which compilation shall exclude the identities of the Other LPs and all Excluded Provisions.
(ii) The Investor (whose Commitment of $40,000,000 exceeds the MFN Threshold) shall have a period of thirty (30) calendar days following the date of delivery of the MFN Side Letter Compilation (the "MFN Election Period") in which to deliver a written election notice (the "MFN Election Notice") to the General Partner specifying each Favorable Term into which the Investor elects pursuant to this Section 7.
(iii) Upon the timely delivery of an MFN Election Notice by the Investor, each Favorable Term specified therein shall be deemed automatically incorporated into this Side Letter, effective as of the date of delivery of the MFN Election Notice, and shall be binding on the General Partner and the Investor as if such Favorable Term had been originally set forth herein. The General Partner shall confirm in writing the Favorable Terms so incorporated within ten (10) business days following receipt of the MFN Election Notice.
(iv) If the Investor does not deliver an MFN Election Notice within the MFN Election Period, the Investor shall be deemed to have irrevocably waived its most favored nation election rights with respect to the side letter provisions contained in the MFN Side Letter Compilation delivered to the Investor. Such waiver shall not affect any other rights of the Investor under this Side Letter or the LPA.
(d) Limitations. The most favored nation election right set forth in this Section 7 shall not entitle the Investor to elect into any Favorable Term that is, in the General Partner's reasonable determination (exercised in good faith), inconsistent with, contradictory to, or incompatible with the specific terms of this Side Letter or the LPA as applied to the Investor. By way of example and not limitation, the Investor shall not be entitled to elect into a fee discount that would be inconsistent with the fee netting arrangement set forth in Section 2(b). Any dispute regarding the applicability of an Excluded Provision, the eligibility of a particular provision for MFN election, or the inconsistency of an elected Favorable Term with this Side Letter or the LPA shall be resolved by good-faith consultation between the General Partner and the Investor. If the Parties are unable to resolve such dispute within fifteen (15) business days of written notice thereof, the dispute shall be subject to the governing law provisions of Section 15.
Section 8. Representations and Warranties of the Investor
The Investor hereby represents and warrants to the General Partner as of the Effective Date and as of the First Close as follows:
(a) Due Organization and Authority. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Side Letter, the LPA, and the subscription agreement relating to its Commitment to the Fund. 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 and its general partner, and this Side Letter constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity.
(b) Accredited Investor / Qualified Purchaser. The Investor represents and warrants that it is (i) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and (ii) a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. The Investor acknowledges that the Fund relies on the exemptions from registration set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, and that the Investor's representations in this Section 8(b) are material to the Fund's ability to rely on such exemptions.
(c) No ERISA Plan. The Investor represents and warrants that it is not (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Code, or (iii) an entity whose underlying assets include, or are deemed to include, "plan assets" of any such employee benefit plan or plan for purposes of Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or Section 4975 of the Code. No portion of the assets used by the Investor to fund its Commitment constitutes assets of any such employee benefit plan or plan.
(d) Anti-Money Laundering and OFAC. The Investor represents and warrants that: (i) none of the funds or other assets of the Investor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity, or government that is subject to trade restrictions under United States law, including the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., or any other applicable United States or foreign anti-money laundering law or regulation; (ii) no person or entity having any beneficial interest in the Investor is a "Specially Designated National" or "Blocked Person" as designated by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"); (iii) the Investor is in compliance with all applicable anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001 (Pub. L. 107-56), as amended; and (iv) the Investor has implemented, and will maintain, policies, procedures, and internal controls reasonably designed to ensure compliance with the foregoing.
(e) Tax Status. The Investor represents and warrants that it is treated as a partnership for United States federal income tax purposes and is not a disregarded entity for such purposes. The Investor acknowledges that the Fund intends to be treated as a partnership for United States federal income tax purposes and that the General Partner will prepare and file the Fund's tax returns on that basis.
Section 9. Representations and Covenants of the General Partner
The General Partner hereby represents and covenants to the Investor as of the Effective Date and as of the First Close as follows:
(a) The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute, deliver, and perform its obligations under this Side Letter and to act as the general partner of the Fund.
(b) Pinnacle Venture Capital Management LLC 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 No. 801-XXXXX, to be confirmed upon completion of registration), and shall maintain such registration during the term of the Fund to the extent required by applicable law.
(c) The Fund is not registered, and the General Partner does not intend to register the Fund, as an investment company under the Investment Company Act of 1940, as amended, in reliance on the exemptions set forth in Section 3(c)(1) or Section 3(c)(7) thereof. The General Partner shall use reasonable efforts to maintain the Fund's eligibility for such exemptions throughout the term of the Fund.
(d) The terms of this Side Letter, including any Favorable Terms elected by the Investor pursuant to Section 7, shall be kept confidential by the General Partner and shall not be disclosed to any person (other than the Other LPs in connection with the MFN Side Letter Compilation, as provided in Section 7(c), and then only in redacted form excluding the Investor's identity), except (i) as required by applicable law, rule, regulation, or order of a court or governmental authority of competent jurisdiction, (ii) as necessary for the administration of the Fund, or (iii) to the General Partner's legal, tax, and accounting advisors on a need-to-know basis, subject to customary confidentiality obligations.
(e) The co-managing partners of the General Partner are Rajesh Mehta and Claire Dubois, each of whom serves as a Co-Founder and Managing Partner of the General Partner, and each of whom is expected to devote substantially all of his or her professional time and attention to the affairs of the Fund during the Investment Period, as contemplated by the Key Person provisions of the LPA.
Section 10. Confidentiality
Each Party agrees to maintain the confidentiality of this Side Letter and all of the terms, conditions, and provisions contained herein, and shall not disclose this Side Letter or any of its terms to any third party, except as follows:
(a) As required by applicable law, regulation, or rule (including securities laws and regulations), or by judicial, administrative, or regulatory process (including a subpoena, civil investigative demand, or similar process), provided that the disclosing Party shall, to the extent legally permissible and practicable, provide prompt written notice to the other Party of such required disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure;
(b) To each Party's respective legal, tax, accounting, and financial advisors (including, in the case of the General Partner, Calderwood & Harkness LLP, and in the case of the Investor, Prescott & Langley LLP) on a need-to-know basis, provided that such advisors are bound by professional obligations of confidentiality or are subject to written confidentiality obligations no less restrictive than those set forth in this Section 10;
(c) As necessary for the General Partner's preparation of the MFN Side Letter Compilation in accordance with Section 7(c), provided that such compilation shall exclude the Investor's identity and shall be distributed only to limited partners of the Fund that meet the MFN Threshold;
(d) To the Fund's third-party administrator (Meridian Fund Services LLC), independent auditor (Ashford & Whitmore LLP), and placement agent (Greystone Capital Advisors LLC), in each case to the extent necessary for the administration, audit, or compliance functions of the Fund, and provided that such service providers are bound by written confidentiality obligations no less restrictive than those set forth in this Section 10; and
(e) With the prior written consent of the other Party.
The obligations of confidentiality set forth in this Section 10 shall survive the termination or expiration of this Side Letter and the dissolution of the Fund for a period of three (3) years.
Section 11. Relationship to the LPA
(a) Supplemental Agreement. This Side Letter supplements the LPA and modifies the terms thereof solely as between the General Partner and the Investor. Except as expressly modified, supplemented, or superseded by the provisions of this Side Letter, the LPA remains in full force and effect as to the Investor, and the Investor shall continue to be subject to all of the terms, conditions, and obligations of the LPA. In the event of any conflict or inconsistency between any provision of this Side Letter and any provision of the LPA, the terms and provisions of this Side Letter shall control and prevail as between the General Partner and the Investor, but only to the extent of such conflict or inconsistency.
(b) No Third-Party Beneficiaries. This Side Letter is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Side Letter, whether express or implied, is intended to or shall confer upon any other limited partner of the Fund, any creditor of the Fund, or any other third party any legal or equitable right, remedy, claim, or benefit under or by reason of this Side Letter.
(c) Binding on Successors. This Side Letter shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (including any Permitted Transferee that assumes the Investor's obligations hereunder in accordance with Section 6(b)).
Section 12. Term
This Side Letter shall become effective upon the occurrence of the First Close (target date: January 15, 2026) and shall remain in full force and effect for the term of the Fund, including any extensions thereof. The initial term of the Fund is ten (10) years from the First Close, through January 15, 2036, subject to two (2) successive one-year extensions at the discretion of the General Partner (extending the maximum term through January 15, 2038), as more fully described in the LPA. This Side Letter shall terminate upon the earlier of: (i) the dissolution, winding-up, and final liquidation of the Fund; (ii) the complete withdrawal or transfer by the Investor of its entire Interest in the Fund in accordance with the LPA and this Side Letter; or (iii) the mutual written agreement of the Parties to terminate this Side Letter. Notwithstanding the foregoing, the provisions of Sections 2(b), 10, 11, and 15 shall survive termination of this Side Letter to the extent necessary to effectuate the rights and obligations set forth therein.
Section 13. Amendments and Waivers
This Side Letter may be amended, modified, or supplemented only by a written instrument duly executed by both Parties. No waiver of any provision of this Side Letter shall be effective unless made in writing and signed by the Party granting such waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or any other provision of this Side Letter, nor shall any such waiver constitute a continuing waiver. The failure of either Party to enforce any provision of this Side Letter shall not be construed as a waiver of such Party's right to enforce such provision or any other provision in the future.
Section 14. Notices
All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given (i) when delivered by hand; (ii) one (1) business day after being sent by a nationally recognized overnight courier service, with confirmation of delivery; (iii) upon receipt, if sent by certified or registered mail, return receipt requested, postage prepaid; or (iv) upon receipt, if sent by electronic mail (with confirmation of receipt by the recipient, and provided that a copy is sent by one of the other methods specified in clauses (i) through (iii) within two (2) business days thereafter), in each case addressed as follows:
If to the General Partner:
Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, California 94025
Attention: Rajesh Mehta and Claire Dubois
Email: rmehta@pinnaclevc.com; cdubois@pinnaclevc.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104
Attention: Nicholas Stern
Email: nstern@calderwoodharkness.com
If to the Investor:
Brindoval Family Office Holdings LP 900 North Michigan Avenue, Suite 2800 Chicago, Illinois 60611
Attention: Jonathan Raines
Email: jraines@crestviewfo.com
With a copy (which shall not constitute notice) to:
Prescott & Langley LLP 120 South LaSalle Street, Suite 2200 Chicago, Illinois 60603
Attention: Angela Ferris
Email: aferris@prescottlangley.com
Either Party may change its address for purposes of this Section 14 by providing written notice of such change to the other Party in accordance with this Section 14.
Section 15. Governing Law
This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 16. Counterparts
This Side Letter may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Electronic signatures transmitted by facsimile, email, or other electronic means, and counterparts delivered in portable document format (.pdf), shall be deemed original signatures for all purposes and shall be binding upon the Parties with the same force and effect as original ink signatures.
Section 17. Entire Agreement
This Side Letter, together with the LPA and the Investor's subscription agreement relating to the Investor's Commitment to the Fund (and any exhibits, schedules, or annexes thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, and understandings, whether oral or written, between the Parties relating to the subject matter hereof.
[Signature Page Follows]
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: ________
By: ________
Name: Claire Dubois
Title: Co-Founder & Managing Partner
Date: ________
INVESTOR:
BRINDOVAL FAMILY OFFICE HOLDINGS LP
By: ________
Name: Jonathan Raines
Title: Principal
Date: ________
SCHEDULE A
RAINES FAMILY BUSINESSES
(Initial List).  
Pursuant to Section 3(b) of this Side Letter, the Investor shall provide the General Partner with the initial list of SaaS businesses owned, operated, or controlled by the Investor, Jonathan Raines, or any member of the Raines family (collectively, the "Raines Family Businesses"), for purposes of the definition of "Competitive Business" set forth in Section 3(b).
The following table shall be completed by the Investor prior to the First Close (target date: January 15, 2026):
Additional rows may be added as necessary.
Updating Obligation. The Investor shall update this Schedule A at least annually, with each annual update to be delivered to the General Partner within thirty (30) calendar days following the end of each calendar year. In addition, the Investor shall promptly notify the General Partner in writing of any material change to this list, including any acquisition or disposition of a Raines Family Business or any material change in the products, services, or competitive positioning of any Raines Family Business.
Certification. The undersigned, on behalf of the Investor, hereby certifies that the information set forth in this Schedule A is true, complete, and correct as of the date set forth below.
BRINDOVAL FAMILY OFFICE HOLDINGS LP
By: ________
Name: Jonathan Raines
Title: Principal
Date: ________
No. | Business Name | Entity Type / Jurisdiction | Primary Product / Service Description | Relationship to Raines Family | Approximate Annual Revenue
1. | [To be provided] | [To be provided] | [To be provided] | [To be provided] | [To be provided]
2. | [To be provided] | [To be provided] | [To be provided] | [To be provided] | [To be provided]
3. | [To be provided] | [To be provided] | [To be provided] | [To be provided] | [To be provided]
4. | [To be provided] | [To be provided] | [To be provided] | [To be provided] | [To be provided]
5. | [To be provided] | [To be provided] | [To be provided] | [To be provided] | [To be provided]

SIDE LETTER AGREEMENT

PINNACLE VENTURE FUND II LP

GENERAL PARTNER:

INVESTOR:

BRINDOVAL FAMILY OFFICE HOLDINGS LP

SCHEDULE A

RAINES FAMILY BUSINESSES

BRINDOVAL FAMILY OFFICE HOLDINGS LP

Record

Parties

Dates

Amounts