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

side-letter-northstar-endowment-initial-draft.docx DOCUMENT Funds

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CONFIDENTIAL TREATMENT REQUESTED

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, 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"), having its principal office at 2400 Sand Hill Road, Suite 320, Menlo Park, California 94025;

and

NORTHSTAR ENDOWMENT PARTNERS LLC, a Delaware limited liability company (the "Limited Partner" or "Investor"), having its principal office at 1 University Square, Suite 1400, Cambridge, Massachusetts 02138.

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

RECITALS

WHEREAS, the Fund is a Delaware limited partnership formed pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on August 12, 2025 (File No. 7924813), for the purpose of making venture capital investments primarily in early-stage and growth-stage technology companies;

WHEREAS, the Fund is governed by the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of January 15, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "LPA"), which sets forth the rights, obligations, and responsibilities of the General Partner and the Limited Partners of the Fund;

WHEREAS, the General Partner is Pinnacle Venture Capital Management LLC, a Delaware limited liability company registered as an investment adviser with the United States Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and serves as the general partner and investment manager of the Fund;

WHEREAS, the Fund is not registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), in reliance on the exemption from registration provided by Section 3(c)(1) or Section 3(c)(7) thereof, and the offering and sale of interests in the Fund have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions from registration provided by Regulation D thereunder;

WHEREAS, the Limited Partner is a Delaware limited liability company serving as the investment vehicle for the endowment of Veltrano University, a private research university located in Cambridge, Massachusetts, and the Limited Partner's assets constitute endowment assets managed for the long-term benefit of Veltrano University and its affiliated institutions;

WHEREAS, the Limited Partner has committed to make a capital commitment to the Fund in the amount of Fifty Million Dollars ($50,000,000) (the "Commitment"), representing approximately 8.33% of the Fund's target size of Six Hundred Million Dollars ($600,000,000), as set forth in the Limited Partner's executed Subscription Agreement delivered to the General Partner in connection with the Fund's initial closing;

WHEREAS, the General Partner and the Limited Partner desire to supplement and, solely as between themselves, modify certain terms of the LPA as set forth herein, in order to reflect certain understandings and agreements reached between the Parties in connection with the Limited Partner's investment in the Fund;

WHEREAS, Section 14.12 of the LPA authorizes the General Partner to enter into side letter agreements with one or more Limited Partners that have the effect of establishing rights under, or supplementing or altering the terms of, the LPA with respect to such Limited Partner, without the consent of any other Limited Partner, provided that such side letter agreements do not adversely affect the economic interests of any other Limited Partner in a material respect; and

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

SECTION 1: DEFINITIONS AND INTERPRETATION

1.1 Defined Terms. Capitalized terms used but not defined in this Side Letter shall have the meanings ascribed to such terms in the LPA. For the avoidance of doubt, the defined terms set forth in Article I of the LPA are hereby incorporated by reference into this Side Letter as if fully set forth herein, except to the extent that such definitions are expressly modified or supplemented by the provisions of this Side Letter.

1.2 Construction. Unless the context otherwise requires: (a) references to "Sections" are to Sections of this Side Letter unless otherwise specified; (b) references to the LPA include all exhibits, schedules, appendices, and amendments thereto; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Side Letter as a whole; (e) words importing the singular number include the plural and vice versa; (f) words importing any gender include the other genders; and (g) references to any statute, rule, or regulation shall be deemed to include all amendments, supplements, and successor provisions thereto.

1.3 Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Side Letter and the terms and provisions of the LPA, the terms and provisions of this Side Letter shall control and prevail, solely as between the General Partner and the Limited Partner, to the extent of such conflict or inconsistency. This Side Letter does not modify the LPA as between the General Partner and any other partner of the Fund, and no other Limited Partner shall have any rights or claims arising out of or relating to this Side Letter. Nothing in this Side Letter shall be construed to modify the rights or obligations of any other Limited Partner under the LPA or any other side letter agreement entered into by the General Partner with any other Limited Partner.

SECTION 2: MANAGEMENT FEE REDUCTION

2.1 Reduced Management Fee During Investment Period. Notwithstanding Section 6.1(a) of the LPA, the management fee payable by the Limited Partner during the Investment Period shall be calculated at the rate of one and eighty-five one hundredths percent (1.85%) per annum of the Limited Partner's Commitment (i.e., committed capital), in lieu of the standard management fee rate of two percent (2.00%) per annum as set forth in Section 6.1(a) of the LPA. For purposes of this Section 2.1, the "Investment Period" means the period commencing on January 15, 2026 (the date of the First Close) and ending on January 15, 2031 (the fifth anniversary of the First Close), unless earlier terminated or extended in accordance with the terms of the LPA. The reduced rate of 1.85% per annum represents a fifteen (15) basis point reduction from the standard management fee rate of 2.00% per annum applicable to other Limited Partners under the LPA.

By way of illustration and not limitation, the annualized management fee payable by the Limited Partner during the Investment Period shall be calculated as follows: $50,000,000 (Commitment) multiplied by 1.85% equals $925,000 per annum, as compared to $1,000,000 per annum that would be payable at the standard rate of 2.00% per annum, resulting in annual fee savings to the Limited Partner of $75,000 during each year of the Investment Period.

2.2 Post-Investment Period Fee. Following the expiration or termination of the Investment Period, the management fee payable by the Limited Partner shall be calculated at the rate of two percent (2.00%) per annum of the Limited Partner's pro rata share of invested capital (as determined by the General Partner in accordance with Section 6.1(b) of the LPA), consistent with the terms of the LPA applicable to all Limited Partners. For the avoidance of doubt, no discount or reduction shall apply to the management fee payable by the Limited Partner during the period following the expiration or termination of the Investment Period. The post-Investment Period management fee shall be subject to adjustment and reduction in the same manner and to the same extent as provided in the LPA with respect to all Limited Partners.

2.3 Payment Mechanics. The reduced management fee set forth in Section 2.1 shall be calculated and payable in the same manner and at the same times as management fees are calculated and payable under Section 6.1 of the LPA, including with respect to the timing of capital calls for management fees, the proration of management fees for partial periods, and the application of any management fee offsets or reductions provided for in the LPA. The General Partner shall instruct the Fund Administrator, Meridian Fund Services LLC (or any successor fund administrator appointed by the General Partner), to apply the reduced management fee rate of 1.85% per annum in its capital call calculations, fee computations, and capital account statements with respect to the Limited Partner during the Investment Period. The General Partner shall take all actions reasonably necessary to ensure that the Fund Administrator accurately reflects the reduced management fee rate in all notices, statements, and records provided to the Limited Partner.

SECTION 3: ADVISORY COMMITTEE

3.1 Appointment. The General Partner hereby agrees that the Limited Partner shall be entitled to appoint one (1) representative to serve on the Advisory Committee of the Fund (the "Advisory Committee") established pursuant to Section 9.1 of the LPA. The General Partner shall take all actions reasonably necessary to effectuate such appointment, including amending or supplementing any schedules or exhibits to the LPA that identify the members of the Advisory Committee.

3.2 Designated Representative. The Limited Partner's initial representative on the Advisory Committee shall be Helen Bancroft, Director of Private Investments of the Limited Partner, or such other individual as the Limited Partner may designate by written notice to the General Partner in accordance with the notice provisions set forth in Section 13.6 of this Side Letter. The Limited Partner represents that Ms. Bancroft has the requisite experience, qualifications, and authority to serve in such capacity and to act on behalf of the Limited Partner in all matters within the purview of the Advisory Committee.

3.3 Replacement. The Limited Partner may replace its Advisory Committee representative at any time and from time to time upon not less than ten (10) business days' prior written notice to the General Partner, which notice shall identify the replacement representative and include such background information as the General Partner may reasonably request. The General Partner shall not unreasonably withhold, condition, or delay its acknowledgment of any such replacement, provided that the replacement representative satisfies any eligibility requirements set forth in the LPA.

3.4 Scope. The Advisory Committee representative designated by the Limited Partner pursuant to this Section 3 shall have all rights and privileges afforded to Advisory Committee members under the LPA, including, without limitation, the right to: (a) receive notice of all Advisory Committee meetings, whether held in person, by telephone, or by videoconference; (b) attend and participate in all Advisory Committee meetings; (c) participate in Advisory Committee deliberations regarding conflicts of interest, related-party transactions, valuations, and other matters presented by the General Partner for Advisory Committee review or approval; (d) receive copies of all materials, reports, and other information distributed to Advisory Committee members by the General Partner; and (e) exercise such voting or consent rights as may be afforded to Advisory Committee members under the LPA with respect to matters submitted to the Advisory Committee for its review, approval, or recommendation.

3.5 Clarification re: MFN. The Parties acknowledge and agree that the Advisory Committee seat granted to the Limited Partner pursuant to this Section 3 is an Excluded Provision under Section 10.5 of this Side Letter and shall not be subject to most favored nation election by other Limited Partners of the Fund. The grant of the Advisory Committee seat reflects the specific qualifications, investment experience, and commitment size of the Limited Partner and does not establish a right of any other Limited Partner to receive an Advisory Committee seat pursuant to the most favored nation provisions of this Side Letter or any other side letter agreement.

SECTION 4: KEY-PERSON EVENT NOTIFICATION

4.1 Key Persons. The Limited Partner acknowledges that the Key Persons of the Fund, as designated in Section 8.1 of the LPA, are Rajesh Mehta (Co-Founder & Managing Partner) and Claire Dubois (Co-Founder & Managing Partner) of Pinnacle Venture Capital Management LLC. The Parties acknowledge that the continued active involvement of the Key Persons in the management and investment activities of the Fund is a material consideration in the Limited Partner's decision to invest in the Fund.

4.2 Notification Obligation. The General Partner agrees to provide the Limited Partner with prompt written notice (and in any event within five (5) business days) of the occurrence of a Key Person Event, as defined in Section 8.2 of the LPA, including, without limitation, any of the following events:

(a) the death, disability, or incapacity (whether physical or mental) of either Key Person that renders such Key Person unable to perform his or her duties with respect to the Fund for a period expected to exceed ninety (90) consecutive days;

(b) the departure, resignation, removal, or termination of either Key Person from Pinnacle Venture Capital Management LLC or from active involvement in the management and investment activities of the Fund, whether voluntary or involuntary; or

(c) the failure of either Key Person to devote substantially all of his or her business time, attention, and efforts to the affairs of the Fund and its parallel vehicles, co-investment vehicles, and related entities managed by Pinnacle Venture Capital Management LLC, except as otherwise permitted under the LPA.

Such written notice shall describe in reasonable detail the nature and circumstances of the Key Person Event, the expected duration and impact of such event on the Fund's investment activities, and any actions being taken or contemplated by the General Partner in response thereto.

4.3 Consequences. Upon the occurrence of a Key Person Event, the Limited Partner shall have the rights set forth in Section 8.3 of the LPA, including, if applicable: (a) the right to vote on the reinstatement of the Investment Period following any suspension thereof resulting from a Key Person Event; (b) the right to vote on the removal of the General Partner in the event of a material Key Person Event that is not resolved within the cure period specified in the LPA; and (c) such other rights as may be afforded to Limited Partners under the LPA in connection with a Key Person Event, including the right to be excused from capital contributions during any period in which the Investment Period is suspended as a result of a Key Person Event.

4.4 Additional Reporting. During any Key Person Event suspension period (as defined in the LPA), the General Partner shall provide the Limited Partner with monthly written updates regarding: (a) the status of any proposed resolution or remediation of the Key Person Event; (b) the status of any search for, or appointment of, a successor to the departed or incapacitated Key Person; (c) the impact of the Key Person Event on the Fund's investment pipeline, portfolio companies, and operations; and (d) such other information as the Limited Partner may reasonably request in connection with the Key Person Event. Such monthly updates shall be provided in addition to, and not in lieu of, any reporting or notice obligations of the General Partner under the LPA.

SECTION 5: CO-INVESTMENT RIGHTS

5.1 Co-Investment Opportunity. The General Partner agrees to offer the Limited Partner a reasonable opportunity to co-invest alongside the Fund in portfolio company investments on a deal-by-deal basis, subject to the General Partner's reasonable discretion as to allocation methodology, investment suitability, and the availability of co-investment capacity. The General Partner shall use commercially reasonable efforts to make co-investment opportunities available to the Limited Partner in connection with investments that exceed the Fund's target allocation for a single portfolio company or that otherwise present co-investment capacity, taking into account the Fund's investment strategy, diversification objectives, and applicable concentration limits set forth in the LPA.

5.2 Notice. The General Partner shall provide the Limited Partner with not less than five (5) business days' prior written notice of any co-investment opportunity that the General Partner determines, in its reasonable discretion, to offer to the Limited Partner. Such notice shall include: (a) a summary description of the proposed portfolio company investment, including the company's name, industry sector, stage of development, and geographic location; (b) the expected aggregate co-investment allocation available to Limited Partners and other co-investors; (c) the expected allocation of co-investment capacity to the Limited Partner; (d) the material economic terms of the proposed investment, including the price per share or unit, the anticipated investment structure (e.g., equity, convertible note, or SAFE), and any material rights or preferences attaching to the securities to be acquired; and (e) the expected timeline for closing the co-investment, including any deadlines for the Limited Partner's indication of interest or commitment. The General Partner acknowledges that the five (5) business day notice period represents a minimum notice period and shall use commercially reasonable efforts to provide longer notice where circumstances permit.

5.3 No Obligation. The Limited Partner shall have no obligation to participate in any co-investment opportunity offered by the General Partner pursuant to this Section 5. The failure of the Limited Partner to participate in any co-investment opportunity, or to respond to any notice delivered by the General Partner pursuant to Section 5.2, shall not affect the Limited Partner's rights under this Side Letter or under the LPA, including the Limited Partner's right to receive future co-investment opportunities. The Limited Partner's election to participate or not participate in any particular co-investment opportunity shall be made in the Limited Partner's sole and absolute discretion.

5.4 Terms. Co-investments made by the Limited Partner pursuant to this Section 5 shall be made on the same economic terms (including, without limitation, the same price per share or unit, the same class or series of securities, and the same material rights and preferences) as the Fund's investment in the applicable portfolio company. For the avoidance of doubt, co-investments made by the Limited Partner shall not be subject to management fees or carried interest payable to the General Partner, except to the extent otherwise agreed by the Parties in writing in connection with a specific co-investment.

5.5 Co-Investment Vehicle. Co-investments made by the Limited Partner pursuant to this Section 5 may be structured through one or more co-investment vehicles established by the General Partner or its affiliates for the purpose of facilitating co-investments by Limited Partners and other investors alongside the Fund. In connection with any such co-investment, the Limited Partner agrees to execute and deliver such subscription agreements, operating agreements, limited partnership agreements, and other documents as may be reasonably necessary to effect the co-investment and to comply with applicable securities laws, including Regulation D under the Securities Act. The terms and conditions of any co-investment vehicle shall be disclosed to the Limited Partner prior to the Limited Partner's commitment to participate in such co-investment, and the General Partner shall provide the Limited Partner with a reasonable opportunity to review and comment on the governing documents of any such co-investment vehicle.

5.6 Allocation. In the event that co-investment capacity with respect to a particular portfolio company investment is limited and the demand for co-investment from interested Limited Partners and other co-investors exceeds the available co-investment capacity, the General Partner shall allocate co-investment opportunities among interested parties in a fair and equitable manner. In making such allocation determinations, the General Partner shall take into account, among other factors: (a) each interested party's capital commitment to the Fund; (b) each interested party's investment preferences, sector expertise, and strategic value to the portfolio company; (c) the relative timing and responsiveness of each interested party's indication of interest; and (d) such other factors as the General Partner deems appropriate in its reasonable discretion, including the desirability of diversifying the co-investor base. The General Partner's allocation decisions shall be final and binding, absent manifest error or bad faith.

SECTION 6: TRANSFER RIGHTS

6.1 Permitted Transfers. Notwithstanding Section 11.1 of the LPA (restricting transfers, assignments, and encumbrances of Limited Partner interests without the prior written consent of the General Partner), the General Partner hereby grants its advance consent to the transfer by the Limited Partner of all or any portion of its interest in the Fund (including its Commitment and all related rights and obligations under the LPA and this Side Letter) to any Affiliated Endowment Vehicle (as defined in Section 6.2 below), without the prior written consent of the General Partner that would otherwise be required under Section 11.1 of the LPA. This consent is a standing consent and shall remain in effect for the duration of the Fund's term, as extended, subject to the conditions set forth in Section 6.3 below.

6.2 Definition of Affiliated Endowment Vehicle. For purposes of this Section 6, "Affiliated Endowment Vehicle" means any entity that is: (a) directly or indirectly controlled by, controlling, or under common control with the endowment of Veltrano University; and (b) organized and operated for the primary purpose of investing, managing, or holding endowment assets of Veltrano University or its affiliated educational, research, or charitable institutions. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

6.3 Conditions to Transfer. Any transfer to an Affiliated Endowment Vehicle pursuant to this Section 6 shall be subject to the following conditions:

(a) the transferee's execution of a joinder to the LPA (or such other instrument of assumption as the General Partner may reasonably require) and agreement to be bound by the terms and conditions thereof and of this Side Letter to the same extent as the transferring Limited Partner;

(b) the transferee's delivery of a completed investor questionnaire and subscription agreement in form and substance satisfactory to the General Partner, including representations and warranties regarding the transferee's status as an "accredited investor" under Regulation D and a "qualified purchaser" under Section 2(a)(51) of the 1940 Act;

(c) the transferee's delivery of such legal opinions and certifications as the General Partner may reasonably request, including opinions or certifications regarding the transferee's tax status, ERISA status, and compliance with applicable federal and state securities laws, anti-money laundering regulations, and economic sanctions programs;

(d) the transfer not causing the Fund to be in violation of any applicable law, rule, or regulation, including the 1940 Act (including the requirement that the Fund continue to qualify for the exemption from registration provided by Section 3(c)(1) or Section 3(c)(7) thereof), the Securities Act, or any applicable state securities or "blue sky" laws; and

(e) the Limited Partner's reimbursement of the General Partner's reasonable out-of-pocket expenses (including legal fees) incurred in connection with the review and processing of such transfer, provided that no such reimbursement shall exceed $15,000 per transfer without the prior consent of the Limited Partner.

6.4 No Transfer Fee. The General Partner shall not impose any transfer fee, assignment fee, administrative charge, or other similar fee or penalty in connection with a transfer by the Limited Partner to an Affiliated Endowment Vehicle pursuant to this Section 6. For the avoidance of doubt, this Section 6.4 does not apply to transfers to persons or entities that do not qualify as Affiliated Endowment Vehicles, which shall remain subject to the transfer restrictions and consent requirements set forth in Section 11.1 of the LPA.

6.5 Assumption of Rights. Upon the consummation of a permitted transfer to an Affiliated Endowment Vehicle in accordance with this Section 6, the transferee shall assume and succeed to all rights, interests, and obligations of the transferring Limited Partner under the LPA and this Side Letter in respect of the transferred interest, including, without limitation, the right to receive distributions, the obligation to fund capital contributions, and all other rights and obligations arising under or in connection with the transferred interest. Following any such transfer, the transferring Limited Partner shall be released from its obligations under the LPA and this Side Letter solely to the extent of the transferred interest, and the transferee shall be deemed a "Limited Partner" under the LPA for all purposes.

SECTION 7: ERISA REPRESENTATION WAIVER

7.1 Representation. The Limited Partner represents and warrants to the General Partner that the Limited Partner is not, and for so long as the Limited Partner holds an interest in the Fund will not be:

(a) 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 the provisions of Title I of ERISA;

(b) a "plan" (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code; or

(c) an entity whose underlying assets include "plan assets" within the meaning of the United States Department of Labor regulation codified at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA (the "Plan Asset Regulation"), by reason of a plan's investment in such entity.

The Limited Partner further represents and warrants that none of its assets constitutes "plan assets" within the meaning of the Plan Asset Regulation for purposes of ERISA or Section 4975 of the Code.

7.2 Waiver. The General Partner acknowledges and agrees that the Limited Partner is an endowment investment vehicle whose assets are endowment assets of Veltrano University, and that the Limited Partner is not subject to ERISA or Section 4975 of the Code. Accordingly, the General Partner hereby waives any requirement under the LPA, any subscription document, or any other agreement between the Parties that the Limited Partner provide representations, warranties, covenants, or certifications regarding ERISA compliance, the Plan Asset Regulation, or the prohibited transaction provisions of ERISA or the Code. For the avoidance of doubt, this waiver does not relieve the Limited Partner of any obligation to provide representations, warranties, or certifications regarding its tax-exempt status under Section 501(c)(3) or other provisions of the Code, which representations shall be provided in accordance with the LPA and the Limited Partner's subscription agreement.

7.3 Ongoing Representation. The Limited Partner agrees to promptly notify the General Partner in writing in the event that any of the representations set forth in Section 7.1 ceases to be true and correct in any material respect, including in the event that the Limited Partner becomes subject to ERISA or Section 4975 of the Code, or in the event that the Limited Partner's assets become "plan assets" within the meaning of the Plan Asset Regulation. Upon receipt of any such notification, the General Partner and the Limited Partner shall negotiate in good faith to determine what additional representations, warranties, covenants, or other provisions may be necessary or appropriate to address the changed circumstances.

SECTION 8: REPORTING AND INFORMATION RIGHTS

8.1 Quarterly Reports. The General Partner shall provide the Limited Partner with the quarterly reports required under Section 7.2 of the LPA within sixty (60) days following the end of each fiscal quarter of the Fund. Such quarterly reports shall include, at a minimum, the information required to be included therein pursuant to the LPA, including a summary of the Fund's investment activity during the quarter, a schedule of portfolio company investments (including cost basis and fair market value), a summary of any material developments affecting portfolio companies, and such other information as the General Partner customarily includes in its quarterly reports to Limited Partners.

8.2 Annual Audited Financial Statements. The General Partner shall cause the Fund's independent auditor, Ashford & Whitmore LLP (or any successor independent auditor appointed by the General Partner), to prepare and deliver to the Limited Partner audited annual financial statements of the Fund within one hundred twenty (120) days following the end of each fiscal year of the Fund. Such audited financial statements shall be prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and shall include, at a minimum, a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, and notes to the financial statements. The auditor's report accompanying such financial statements shall be an unqualified opinion, or, if the auditor is unable to render an unqualified opinion, the General Partner shall promptly notify the Limited Partner of the reasons therefor.

8.3 Additional Information. Upon the reasonable request of the Limited Partner, the General Partner shall provide such additional information regarding the Fund, its investments, its operations, and its financial condition as may be reasonably necessary for the Limited Partner's internal reporting, investment monitoring, performance evaluation, risk management, or regulatory compliance purposes, including, without limitation, information required to satisfy the Limited Partner's reporting obligations to the Board of Trustees of Veltrano University or any governmental or regulatory authority having jurisdiction over the Limited Partner. The General Partner's obligation to provide additional information pursuant to this Section 8.3 shall be subject to: (a) the confidentiality restrictions set forth in Section 9 of this Side Letter and any confidentiality obligations owed by the General Partner to portfolio companies or other third parties; and (b) the General Partner's reasonable determination that disclosure of the requested information would not be adverse to the interests of the Fund, its portfolio companies, or its other Limited Partners. The General Partner shall respond to any reasonable information request from the Limited Partner within a commercially reasonable period of time.

8.4 Capital Account Statements. The Fund Administrator, Meridian Fund Services LLC (or any successor fund administrator appointed by the General Partner), shall provide the Limited Partner with quarterly capital account statements within forty-five (45) days following the end of each fiscal quarter of the Fund. Such capital account statements shall reflect, with respect to the Limited Partner's interest in the Fund: (a) capital contributions made during the quarter and in the aggregate; (b) distributions received during the quarter and in the aggregate; (c) management fees charged during the quarter and in the aggregate; (d) the Limited Partner's allocable share of net income, net loss, and unrealized gains and losses for the quarter; (e) the Limited Partner's ending capital account balance; and (f) the Limited Partner's remaining unfunded Commitment as of the end of the quarter.

SECTION 9: CONFIDENTIALITY

9.1 Confidentiality Obligation. The Limited Partner agrees that the terms, conditions, and provisions of this Side Letter and any information provided by the General Partner to the Limited Partner pursuant hereto or in connection with the Fund (including, without limitation, information regarding portfolio companies, investment strategies, co-investment opportunities, and the financial condition and operations of the Fund) shall be treated as confidential information (collectively, "Confidential Information") and shall not be disclosed to any third party without the prior written consent of the General Partner. The foregoing confidentiality obligation shall not apply to disclosures: (a) required by applicable law, rule, or regulation (including, without limitation, any applicable public records, freedom of information, or open meetings law); (b) required by order or subpoena of any court or governmental or regulatory authority having competent jurisdiction; (c) necessary for the Limited Partner's internal reporting, legal, tax, accounting, or investment review purposes; or (d) made to the Limited Partner's governing body, including the Board of Trustees of Veltrano University and any investment committee thereof, in connection with the oversight and governance of the Limited Partner's investment program.

9.2 Disclosure to Advisors. Notwithstanding Section 9.1, the Limited Partner may disclose the terms of this Side Letter and any Confidential Information to: (a) its legal counsel, Hollander McKee & Stone LLP; (b) its independent auditors and tax advisors; and (c) its investment consultants and other professional advisors retained by the Limited Partner in connection with its investment program; provided, in each case, that such persons are informed of the confidential nature of the information and are bound by confidentiality obligations no less restrictive than those set forth in this Section 9, whether by contract, professional duty, or otherwise.

9.3 General Partner Disclosure. The General Partner may disclose the existence and terms of this Side Letter: (a) as part of the most favored nation side letter compilation process described in Section 10 of this Side Letter, subject to the redaction of the Limited Partner's identity and any other information that could reasonably be expected to identify the Limited Partner; (b) to the Fund's legal counsel (Calderwood & Harkness LLP), independent auditors (Ashford & Whitmore LLP), fund administrator (Meridian Fund Services LLC), and placement agent (if any), in each case on a confidential and need-to-know basis; (c) to the Advisory Committee of the Fund, in connection with any matter properly within the Advisory Committee's purview; and (d) as required by applicable law, rule, or regulation, including in connection with the General Partner's obligations as a registered investment adviser under the Advisers Act, its obligations under the rules of the SEC (including Form ADV and Form PF), or any examination, investigation, or inquiry by the SEC or any other governmental or regulatory authority.

SECTION 10: MOST FAVORED NATION

10.1 MFN Right. The General Partner agrees that, if it enters into any side letter or similar agreement with any other Limited Partner in the Fund that provides such other Limited Partner with rights, benefits, or terms that are, taken as a whole or individually, more favorable to such other Limited Partner than the rights, benefits, and terms provided to the Limited Partner under this Side Letter or the LPA (collectively, the "MFN Terms"), then the Limited Partner shall have the right to elect to receive the benefit of any or all such MFN Terms in accordance with the procedures set forth in this Section 10. For the avoidance of doubt, the determination of whether particular rights, benefits, or terms are "more favorable" shall take into account the overall economic and governance terms of such other side letter, including any conditions, limitations, or obligations attached to such terms.

10.2 MFN Eligibility. The Limited Partner acknowledges that the most favored nation election right set forth in this Section 10 is available to Limited Partners whose capital commitment to the Fund equals or exceeds Twenty-Five Million Dollars ($25,000,000), as set forth in Section 14.12(b) of the LPA. The Limited Partner's Commitment of Fifty Million Dollars ($50,000,000) satisfies this eligibility threshold.

10.3 MFN Side Letter Compilation. Within fifteen (15) business days following the Final Close of the Fund (which Final Close is currently targeted to occur on or about July 15, 2026), the General Partner shall prepare and deliver to all MFN-eligible Limited Partners a compilation of the material terms contained in all side letter agreements entered into with Limited Partners of the Fund in connection with the Fund's offering and closing process (the "MFN Side Letter Compilation"). The MFN Side Letter Compilation shall be redacted to exclude: (a) the identities of the Limited Partners party to such side letter agreements, and any other information that could reasonably be expected to identify such Limited Partners; and (b) any Excluded Provisions (as defined in Section 10.5 below). The General Partner shall prepare the MFN Side Letter Compilation in a clear and comprehensible format that enables MFN-eligible Limited Partners to evaluate and compare the terms available for election.

10.4 Election Period. The Limited Partner shall have thirty (30) calendar days following delivery of the MFN Side Letter Compilation (the "MFN Election Period") to deliver to the General Partner a written election (substantially in the form of the MFN Election Form to be provided by the General Partner together with the MFN Side Letter Compilation) identifying the specific MFN Terms that the Limited Partner elects to receive (the "MFN Election Notice"). If the Limited Partner does not deliver an MFN Election Notice within the MFN Election Period, the Limited Partner shall be deemed to have waived its right to elect MFN Terms with respect to the MFN Side Letter Compilation. The General Partner shall confirm receipt of the Limited Partner's MFN Election Notice within five (5) business days of receipt and shall notify the Limited Partner within ten (10) business days of receipt if the General Partner disputes any election as involving an Excluded Provision or as being otherwise inapplicable to the Limited Partner.

10.5 Excluded Provisions. The following categories of side letter provisions shall be excluded from the most favored nation election process and shall not be available for election by the Limited Partner or any other MFN-eligible Limited Partner (collectively, "Excluded Provisions"):

(a) Provisions granted to a Limited Partner to satisfy specific legal, regulatory, or tax requirements applicable to such Limited Partner by reason of such Limited Partner's particular legal, regulatory, or tax status, including, without limitation: (i) provisions relating to the Freedom of Information Act ("FOIA") or comparable state or local public records or open meetings laws applicable to governmental plans, public pension funds, or state or municipal investment authorities; (ii) provisions relating to the tax-exempt status of a Limited Partner under Section 115 of the Code or any other provision of the Code; and (iii) provisions required to comply with the laws or regulations of a foreign jurisdiction applicable to a non-U.S. Limited Partner;

(b) Appointments to the Advisory Committee of the Fund, including the Advisory Committee seat granted to the Limited Partner pursuant to Section 3 of this Side Letter;

(c) Portfolio company board observer rights or board nomination rights granted to a Limited Partner by reason of such Limited Partner's strategic value, industry expertise, or relationship with the relevant portfolio company; and

(d) Terms that are, in the General Partner's reasonable determination, specific to the legal, regulatory, tax, or organizational status of the requesting Limited Partner and not applicable to the electing Limited Partner, including terms relating to a Limited Partner's organizational structure, investor base, or regulatory framework.

10.6 Effectiveness. Any MFN Terms validly elected by the Limited Partner pursuant to this Section 10 shall be deemed incorporated into this Side Letter by reference and shall be effective as of the date of the General Partner's receipt of the Limited Partner's MFN Election Notice (or, if later, the date on which any dispute regarding the applicability of such MFN Terms is resolved in favor of the Limited Partner). The General Partner shall, within fifteen (15) business days following the expiration of the MFN Election Period, prepare and deliver to the Limited Partner a written confirmation identifying the MFN Terms elected by the Limited Partner and confirming their incorporation into this Side Letter.

10.7 Ongoing Right. For the avoidance of doubt, the most favored nation election right set forth in this Section 10 applies solely to side letter agreements entered into by the General Partner with Limited Partners of the Fund on or prior to the Final Close and does not apply to amendments, modifications, waivers, or supplements entered into after the expiration of the MFN Election Period. The General Partner shall not enter into any side letter agreement with any Limited Partner following the Final Close that would materially circumvent the purpose and intent of this Section 10, unless the Limited Partner is afforded a reasonable opportunity to elect to receive the benefit of any materially more favorable terms contained in any such post-Final Close side letter agreement.

SECTION 11: REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNER

The Limited Partner hereby represents and warrants to the General Partner as follows:

11.1 Organization and Good Standing. The Limited Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Limited Partner has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as presently conducted, and to enter into, execute, deliver, and perform its obligations under this Side Letter.

11.2 Authorization. The execution, delivery, and performance of this Side Letter by the Limited Partner has been duly authorized by all necessary limited liability company action on the part of the Limited Partner, including any required approval by the Limited Partner's governing body, managers, or members. No additional consent, approval, or authorization of any person or entity is required in connection with the execution, delivery, or performance of this Side Letter by the Limited Partner.

11.3 No Conflict. The execution and delivery of this Side Letter by the Limited Partner, and the performance by the Limited Partner of its obligations hereunder, does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the certificate of formation and operating agreement) of the Limited Partner; (b) violate, conflict with, or result in a breach or default under any law, statute, regulation, rule, order, judgment, decree, or arbitration award applicable to the Limited Partner; or (c) violate, conflict with, or result in a breach or default under any material contract, agreement, indenture, mortgage, or other instrument to which the Limited Partner is a party or by which the Limited Partner or any of its assets is bound.

11.4 Accredited Investor / Qualified Purchaser. The Limited Partner represents and warrants that it is: (a) an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; and (b) a "qualified purchaser" as defined in Section 2(a)(51) of the 1940 Act and the rules and regulations promulgated thereunder. The Limited Partner has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Fund.

11.5 Investment Purpose. The Limited Partner is acquiring its interest in the Fund for its own account, for investment purposes only, and not with a view to the resale or distribution thereof in violation of the Securities Act or any applicable state securities laws. The Limited Partner understands that its interest in the Fund has not been registered under the Securities Act or any state securities laws and that such interest may not be offered, sold, transferred, pledged, or otherwise disposed of except in compliance with the registration requirements of the Securities Act and applicable state securities laws or pursuant to an available exemption therefrom.

11.6 Endowment Vehicle. The Limited Partner confirms that it serves as the investment vehicle for the endowment of Veltrano University, a private, non-profit educational institution organized and existing under the laws of the Commonwealth of Massachusetts. The Limited Partner's assets constitute endowment assets managed by the Limited Partner for the long-term benefit of Veltrano University and its affiliated institutions. The Limited Partner is not a "plan" or "employee benefit plan" subject to ERISA or Section 4975 of the Code, and the Limited Partner's assets do not constitute "plan assets" for purposes of ERISA or the Code.

SECTION 12: REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER

The General Partner hereby represents and warrants to the Limited Partner as follows:

12.1 Organization and Good Standing. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as presently conducted, and to enter into, execute, deliver, and perform its obligations under this Side Letter and to act as the general partner of the Fund.

12.2 Authorization. The execution, delivery, and performance of this Side Letter by the General Partner has been duly authorized by all necessary limited liability company action on the part of the General Partner. No additional consent, approval, or authorization of any person or entity is required in connection with the execution, delivery, or performance of this Side Letter by the General Partner, including no consent of any other Limited Partner of the Fund.

12.3 No Conflict. The execution and delivery of this Side Letter by the General Partner, and the performance by the General Partner of its obligations hereunder, does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents of the General Partner; (b) violate, conflict with, or result in a breach of any provision of the LPA; or (c) violate, conflict with, or result in a breach or default under any applicable law, statute, regulation, rule, order, judgment, or decree applicable to the General Partner or the Fund.

12.4 SEC Registration. The General Partner is duly registered as an investment adviser with the SEC under the Advisers Act (SEC File Number: 801-XXXXX) and is in compliance in all material respects with the requirements of the Advisers Act and the rules and regulations promulgated thereunder, including the requirements of Part 2A of Form ADV. The General Partner has delivered or made available to the Limited Partner a copy of its current Form ADV Part 2A (the "Brochure") and Part 2B (the "Brochure Supplement") as filed with the SEC.

SECTION 13: GENERAL PROVISIONS

13.1 Governing Law. This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws that would cause the application of the laws of any other jurisdiction. Each Party irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over the matter in question is vested exclusively in the federal courts, the United States District Court for the District of Delaware) in connection with any dispute arising out of or relating to this Side Letter, and each Party irrevocably waives any objection it may have to the laying of venue in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.

13.2 Entire Agreement. This Side Letter, together with the LPA and the Subscription Agreement executed by the Limited Partner in connection with its investment in the Fund, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, and understandings, whether written or oral, between the Parties relating to the subject matter hereof.

13.3 Amendment. This Side Letter may be amended, supplemented, restated, or otherwise modified only by a written instrument duly executed by both Parties. No oral agreement or course of dealing between the Parties shall be deemed to amend, modify, or supplement the terms of this Side Letter.

13.4 Severability. If any provision of this Side Letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the Parties waive any provision of law that renders any provision hereof invalid, illegal, or unenforceable in any respect.

13.5 No Third-Party Beneficiaries. This Side Letter is entered into for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Side Letter, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, or obligations of any nature whatsoever under or by reason of this Side Letter.

13.6 Notices. All notices, requests, demands, consents, waivers, 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: (a) when delivered personally; (b) on the business day sent, if sent by email with confirmation of receipt; (c) one (1) business day after being sent by nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC), with tracking and confirmation of delivery; or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice to the other Party):

If to the General Partner:

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

Attention: Rajesh Mehta, Co-Founder & Managing Partner, and Claire Dubois, Co-Founder & Managing Partner

Email: legal@pinnaclevc.com

If to the Limited Partner:

Northstar Endowment Partners LLC 1 University Square, Suite 1400 Cambridge, Massachusetts 02138

Attention: Helen Bancroft, Director of Private Investments

Email: hbancroft@northstarendowment.org

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

Hollander McKee & Stone LLP 60 Ashbury Asset Advisors, 35th Floor Boston, Massachusetts 02109

Attention: David Tannenbaum, Partner

Email: dtannenbaum@hmslegal.com

13.7 Counterparts. This Side Letter may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Side Letter by electronic transmission (including by email in portable document format (.pdf)) shall be effective as delivery of a manually executed counterpart.

13.8 Binding Effect. 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. Neither Party may assign its rights or delegate its obligations under this Side Letter without the prior written consent of the other Party, except as expressly provided in Section 6 with respect to transfers to Affiliated Endowment Vehicles.

13.9 Relationship to LPA. Except as expressly modified, supplemented, or superseded by this Side Letter, the LPA remains in full force and effect, and all of the terms, conditions, covenants, representations, and warranties set forth in the LPA shall continue to apply to the Limited Partner in accordance with their terms. This Side Letter supplements and, solely as between the General Partner and the Limited Partner, modifies the terms of the LPA to the extent set forth herein. In the event that the LPA is amended, restated, supplemented, or otherwise modified in accordance with its terms, the provisions of this Side Letter shall be read and construed in conjunction with the LPA as so amended, restated, supplemented, or otherwise modified, and the references to the LPA contained herein shall be deemed to refer to the LPA as so amended, restated, supplemented, or otherwise modified.

13.10 Waiver. No waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument duly executed by the Party against whom enforcement of such waiver is sought. No failure or delay by either Party in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

13.11 Fund Term Reference. The Parties acknowledge that the Fund has a term of ten (10) years from the First Close (commencing January 15, 2026 and expiring January 15, 2036), subject to two (2) successive one-year extensions at the discretion of the General Partner (through January 15, 2037 and January 15, 2038, respectively, at the latest), and further subject to any additional extensions that may be approved by the Limited Partners in accordance with the terms of the LPA. This Side Letter shall remain in full force and effect for the entire duration of the Fund's term, as extended, and shall terminate upon the dissolution and final winding up of the Fund in accordance with the LPA, at which time all obligations of the Parties hereunder shall cease and be of no further force or effect, except for those provisions that by their nature or terms are intended to survive the dissolution and winding up of the Fund, including Section 9 (Confidentiality).

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO SIDE LETTER AGREEMENT

Pinnacle Venture Fund II LP

IN WITNESS WHEREOF, the Parties hereto have caused this Side Letter Agreement to be duly executed and delivered as of the date first written above.

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

By: ________

Name: Rajesh Mehta

Title: Co-Founder & Managing Partner

Date: ________

NORTHSTAR ENDOWMENT PARTNERS LLC

By: ________

Name: Helen Bancroft

Title: Director of Private Investments

Date: ________

DRAFTING NOTES — FOR INTERNAL USE ONLY — NOT PART OF THE AGREEMENT

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

Engagement Team:

• Nicholas Stern — Responsible Partner

• Owen Fischer — Lead Associate

• Stephen Adler — Working Associate

Distribution: This initial draft is prepared for distribution to Hollander McKee & Stone LLP (David Tannenbaum, Lead Partner), counsel to Northstar Endowment Partners LLC, for review and comment.

Draft Date: October 20, 2025

Status: Subject to negotiation and revision prior to First Close targeted for January 15, 2026. All bracketed cross-references to sections of the LPA to be confirmed upon finalization of the Amended and Restated Limited Partnership Agreement. SEC File Number for the General Partner to be confirmed prior to execution.

CONFIDENTIAL TREATMENT REQUESTED
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, 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"), having its principal office at 2400 Sand Hill Road, Suite 320, Menlo Park, California 94025;
and
NORTHSTAR ENDOWMENT PARTNERS LLC, a Delaware limited liability company (the "Limited Partner" or "Investor"), having its principal office at 1 University Square, Suite 1400, Cambridge, Massachusetts 02138.
The General Partner and the Limited Partner are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Fund is a Delaware limited partnership formed pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on August 12, 2025 (File No. 7924813), for the purpose of making venture capital investments primarily in early-stage and growth-stage technology companies;
WHEREAS, the Fund is governed by the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of January 15, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "LPA"), which sets forth the rights, obligations, and responsibilities of the General Partner and the Limited Partners of the Fund;
WHEREAS, the General Partner is Pinnacle Venture Capital Management LLC, a Delaware limited liability company registered as an investment adviser with the United States Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and serves as the general partner and investment manager of the Fund;
WHEREAS, the Fund is not registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), in reliance on the exemption from registration provided by Section 3(c)(1) or Section 3(c)(7) thereof, and the offering and sale of interests in the Fund have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions from registration provided by Regulation D thereunder;
WHEREAS, the Limited Partner is a Delaware limited liability company serving as the investment vehicle for the endowment of Veltrano University, a private research university located in Cambridge, Massachusetts, and the Limited Partner's assets constitute endowment assets managed for the long-term benefit of Veltrano University and its affiliated institutions;
WHEREAS, the Limited Partner has committed to make a capital commitment to the Fund in the amount of Fifty Million Dollars ($50,000,000) (the "Commitment"), representing approximately 8.33% of the Fund's target size of Six Hundred Million Dollars ($600,000,000), as set forth in the Limited Partner's executed Subscription Agreement delivered to the General Partner in connection with the Fund's initial closing;
WHEREAS, the General Partner and the Limited Partner desire to supplement and, solely as between themselves, modify certain terms of the LPA as set forth herein, in order to reflect certain understandings and agreements reached between the Parties in connection with the Limited Partner's investment in the Fund;
WHEREAS, Section 14.12 of the LPA authorizes the General Partner to enter into side letter agreements with one or more Limited Partners that have the effect of establishing rights under, or supplementing or altering the terms of, the LPA with respect to such Limited Partner, without the consent of any other Limited Partner, provided that such side letter agreements do not adversely affect the economic interests of any other Limited Partner in a material respect; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: DEFINITIONS AND INTERPRETATION
1.1 Defined Terms. Capitalized terms used but not defined in this Side Letter shall have the meanings ascribed to such terms in the LPA. For the avoidance of doubt, the defined terms set forth in Article I of the LPA are hereby incorporated by reference into this Side Letter as if fully set forth herein, except to the extent that such definitions are expressly modified or supplemented by the provisions of this Side Letter.
1.2 Construction. Unless the context otherwise requires: (a) references to "Sections" are to Sections of this Side Letter unless otherwise specified; (b) references to the LPA include all exhibits, schedules, appendices, and amendments thereto; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Side Letter as a whole; (e) words importing the singular number include the plural and vice versa; (f) words importing any gender include the other genders; and (g) references to any statute, rule, or regulation shall be deemed to include all amendments, supplements, and successor provisions thereto.
1.3 Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Side Letter and the terms and provisions of the LPA, the terms and provisions of this Side Letter shall control and prevail, solely as between the General Partner and the Limited Partner, to the extent of such conflict or inconsistency. This Side Letter does not modify the LPA as between the General Partner and any other partner of the Fund, and no other Limited Partner shall have any rights or claims arising out of or relating to this Side Letter. Nothing in this Side Letter shall be construed to modify the rights or obligations of any other Limited Partner under the LPA or any other side letter agreement entered into by the General Partner with any other Limited Partner.
SECTION 2: MANAGEMENT FEE REDUCTION
2.1 Reduced Management Fee During Investment Period. Notwithstanding Section 6.1(a) of the LPA, the management fee payable by the Limited Partner during the Investment Period shall be calculated at the rate of one and eighty-five one hundredths percent (1.85%) per annum of the Limited Partner's Commitment (i.e., committed capital), in lieu of the standard management fee rate of two percent (2.00%) per annum as set forth in Section 6.1(a) of the LPA. For purposes of this Section 2.1, the "Investment Period" means the period commencing on January 15, 2026 (the date of the First Close) and ending on January 15, 2031 (the fifth anniversary of the First Close), unless earlier terminated or extended in accordance with the terms of the LPA. The reduced rate of 1.85% per annum represents a fifteen (15) basis point reduction from the standard management fee rate of 2.00% per annum applicable to other Limited Partners under the LPA.
By way of illustration and not limitation, the annualized management fee payable by the Limited Partner during the Investment Period shall be calculated as follows: $50,000,000 (Commitment) multiplied by 1.85% equals $925,000 per annum, as compared to $1,000,000 per annum that would be payable at the standard rate of 2.00% per annum, resulting in annual fee savings to the Limited Partner of $75,000 during each year of the Investment Period.
2.2 Post-Investment Period Fee. Following the expiration or termination of the Investment Period, the management fee payable by the Limited Partner shall be calculated at the rate of two percent (2.00%) per annum of the Limited Partner's pro rata share of invested capital (as determined by the General Partner in accordance with Section 6.1(b) of the LPA), consistent with the terms of the LPA applicable to all Limited Partners. For the avoidance of doubt, no discount or reduction shall apply to the management fee payable by the Limited Partner during the period following the expiration or termination of the Investment Period. The post-Investment Period management fee shall be subject to adjustment and reduction in the same manner and to the same extent as provided in the LPA with respect to all Limited Partners.
2.3 Payment Mechanics. The reduced management fee set forth in Section 2.1 shall be calculated and payable in the same manner and at the same times as management fees are calculated and payable under Section 6.1 of the LPA, including with respect to the timing of capital calls for management fees, the proration of management fees for partial periods, and the application of any management fee offsets or reductions provided for in the LPA. The General Partner shall instruct the Fund Administrator, Meridian Fund Services LLC (or any successor fund administrator appointed by the General Partner), to apply the reduced management fee rate of 1.85% per annum in its capital call calculations, fee computations, and capital account statements with respect to the Limited Partner during the Investment Period. The General Partner shall take all actions reasonably necessary to ensure that the Fund Administrator accurately reflects the reduced management fee rate in all notices, statements, and records provided to the Limited Partner.
SECTION 3: ADVISORY COMMITTEE
3.1 Appointment. The General Partner hereby agrees that the Limited Partner shall be entitled to appoint one (1) representative to serve on the Advisory Committee of the Fund (the "Advisory Committee") established pursuant to Section 9.1 of the LPA. The General Partner shall take all actions reasonably necessary to effectuate such appointment, including amending or supplementing any schedules or exhibits to the LPA that identify the members of the Advisory Committee.
3.2 Designated Representative. The Limited Partner's initial representative on the Advisory Committee shall be Helen Bancroft, Director of Private Investments of the Limited Partner, or such other individual as the Limited Partner may designate by written notice to the General Partner in accordance with the notice provisions set forth in Section 13.6 of this Side Letter. The Limited Partner represents that Ms. Bancroft has the requisite experience, qualifications, and authority to serve in such capacity and to act on behalf of the Limited Partner in all matters within the purview of the Advisory Committee.
3.3 Replacement. The Limited Partner may replace its Advisory Committee representative at any time and from time to time upon not less than ten (10) business days' prior written notice to the General Partner, which notice shall identify the replacement representative and include such background information as the General Partner may reasonably request. The General Partner shall not unreasonably withhold, condition, or delay its acknowledgment of any such replacement, provided that the replacement representative satisfies any eligibility requirements set forth in the LPA.
3.4 Scope. The Advisory Committee representative designated by the Limited Partner pursuant to this Section 3 shall have all rights and privileges afforded to Advisory Committee members under the LPA, including, without limitation, the right to: (a) receive notice of all Advisory Committee meetings, whether held in person, by telephone, or by videoconference; (b) attend and participate in all Advisory Committee meetings; (c) participate in Advisory Committee deliberations regarding conflicts of interest, related-party transactions, valuations, and other matters presented by the General Partner for Advisory Committee review or approval; (d) receive copies of all materials, reports, and other information distributed to Advisory Committee members by the General Partner; and (e) exercise such voting or consent rights as may be afforded to Advisory Committee members under the LPA with respect to matters submitted to the Advisory Committee for its review, approval, or recommendation.
3.5 Clarification re: MFN. The Parties acknowledge and agree that the Advisory Committee seat granted to the Limited Partner pursuant to this Section 3 is an Excluded Provision under Section 10.5 of this Side Letter and shall not be subject to most favored nation election by other Limited Partners of the Fund. The grant of the Advisory Committee seat reflects the specific qualifications, investment experience, and commitment size of the Limited Partner and does not establish a right of any other Limited Partner to receive an Advisory Committee seat pursuant to the most favored nation provisions of this Side Letter or any other side letter agreement.
SECTION 4: KEY-PERSON EVENT NOTIFICATION
4.1 Key Persons. The Limited Partner acknowledges that the Key Persons of the Fund, as designated in Section 8.1 of the LPA, are Rajesh Mehta (Co-Founder & Managing Partner) and Claire Dubois (Co-Founder & Managing Partner) of Pinnacle Venture Capital Management LLC. The Parties acknowledge that the continued active involvement of the Key Persons in the management and investment activities of the Fund is a material consideration in the Limited Partner's decision to invest in the Fund.
4.2 Notification Obligation. The General Partner agrees to provide the Limited Partner with prompt written notice (and in any event within five (5) business days) of the occurrence of a Key Person Event, as defined in Section 8.2 of the LPA, including, without limitation, any of the following events:
(a) the death, disability, or incapacity (whether physical or mental) of either Key Person that renders such Key Person unable to perform his or her duties with respect to the Fund for a period expected to exceed ninety (90) consecutive days;
(b) the departure, resignation, removal, or termination of either Key Person from Pinnacle Venture Capital Management LLC or from active involvement in the management and investment activities of the Fund, whether voluntary or involuntary; or
(c) the failure of either Key Person to devote substantially all of his or her business time, attention, and efforts to the affairs of the Fund and its parallel vehicles, co-investment vehicles, and related entities managed by Pinnacle Venture Capital Management LLC, except as otherwise permitted under the LPA.
Such written notice shall describe in reasonable detail the nature and circumstances of the Key Person Event, the expected duration and impact of such event on the Fund's investment activities, and any actions being taken or contemplated by the General Partner in response thereto.
4.3 Consequences. Upon the occurrence of a Key Person Event, the Limited Partner shall have the rights set forth in Section 8.3 of the LPA, including, if applicable: (a) the right to vote on the reinstatement of the Investment Period following any suspension thereof resulting from a Key Person Event; (b) the right to vote on the removal of the General Partner in the event of a material Key Person Event that is not resolved within the cure period specified in the LPA; and (c) such other rights as may be afforded to Limited Partners under the LPA in connection with a Key Person Event, including the right to be excused from capital contributions during any period in which the Investment Period is suspended as a result of a Key Person Event.
4.4 Additional Reporting. During any Key Person Event suspension period (as defined in the LPA), the General Partner shall provide the Limited Partner with monthly written updates regarding: (a) the status of any proposed resolution or remediation of the Key Person Event; (b) the status of any search for, or appointment of, a successor to the departed or incapacitated Key Person; (c) the impact of the Key Person Event on the Fund's investment pipeline, portfolio companies, and operations; and (d) such other information as the Limited Partner may reasonably request in connection with the Key Person Event. Such monthly updates shall be provided in addition to, and not in lieu of, any reporting or notice obligations of the General Partner under the LPA.
SECTION 5: CO-INVESTMENT RIGHTS
5.1 Co-Investment Opportunity. The General Partner agrees to offer the Limited Partner a reasonable opportunity to co-invest alongside the Fund in portfolio company investments on a deal-by-deal basis, subject to the General Partner's reasonable discretion as to allocation methodology, investment suitability, and the availability of co-investment capacity. The General Partner shall use commercially reasonable efforts to make co-investment opportunities available to the Limited Partner in connection with investments that exceed the Fund's target allocation for a single portfolio company or that otherwise present co-investment capacity, taking into account the Fund's investment strategy, diversification objectives, and applicable concentration limits set forth in the LPA.
5.2 Notice. The General Partner shall provide the Limited Partner with not less than five (5) business days' prior written notice of any co-investment opportunity that the General Partner determines, in its reasonable discretion, to offer to the Limited Partner. Such notice shall include: (a) a summary description of the proposed portfolio company investment, including the company's name, industry sector, stage of development, and geographic location; (b) the expected aggregate co-investment allocation available to Limited Partners and other co-investors; (c) the expected allocation of co-investment capacity to the Limited Partner; (d) the material economic terms of the proposed investment, including the price per share or unit, the anticipated investment structure (e.g., equity, convertible note, or SAFE), and any material rights or preferences attaching to the securities to be acquired; and (e) the expected timeline for closing the co-investment, including any deadlines for the Limited Partner's indication of interest or commitment. The General Partner acknowledges that the five (5) business day notice period represents a minimum notice period and shall use commercially reasonable efforts to provide longer notice where circumstances permit.
5.3 No Obligation. The Limited Partner shall have no obligation to participate in any co-investment opportunity offered by the General Partner pursuant to this Section 5. The failure of the Limited Partner to participate in any co-investment opportunity, or to respond to any notice delivered by the General Partner pursuant to Section 5.2, shall not affect the Limited Partner's rights under this Side Letter or under the LPA, including the Limited Partner's right to receive future co-investment opportunities. The Limited Partner's election to participate or not participate in any particular co-investment opportunity shall be made in the Limited Partner's sole and absolute discretion.
5.4 Terms. Co-investments made by the Limited Partner pursuant to this Section 5 shall be made on the same economic terms (including, without limitation, the same price per share or unit, the same class or series of securities, and the same material rights and preferences) as the Fund's investment in the applicable portfolio company. For the avoidance of doubt, co-investments made by the Limited Partner shall not be subject to management fees or carried interest payable to the General Partner, except to the extent otherwise agreed by the Parties in writing in connection with a specific co-investment.
5.5 Co-Investment Vehicle. Co-investments made by the Limited Partner pursuant to this Section 5 may be structured through one or more co-investment vehicles established by the General Partner or its affiliates for the purpose of facilitating co-investments by Limited Partners and other investors alongside the Fund. In connection with any such co-investment, the Limited Partner agrees to execute and deliver such subscription agreements, operating agreements, limited partnership agreements, and other documents as may be reasonably necessary to effect the co-investment and to comply with applicable securities laws, including Regulation D under the Securities Act. The terms and conditions of any co-investment vehicle shall be disclosed to the Limited Partner prior to the Limited Partner's commitment to participate in such co-investment, and the General Partner shall provide the Limited Partner with a reasonable opportunity to review and comment on the governing documents of any such co-investment vehicle.
5.6 Allocation. In the event that co-investment capacity with respect to a particular portfolio company investment is limited and the demand for co-investment from interested Limited Partners and other co-investors exceeds the available co-investment capacity, the General Partner shall allocate co-investment opportunities among interested parties in a fair and equitable manner. In making such allocation determinations, the General Partner shall take into account, among other factors: (a) each interested party's capital commitment to the Fund; (b) each interested party's investment preferences, sector expertise, and strategic value to the portfolio company; (c) the relative timing and responsiveness of each interested party's indication of interest; and (d) such other factors as the General Partner deems appropriate in its reasonable discretion, including the desirability of diversifying the co-investor base. The General Partner's allocation decisions shall be final and binding, absent manifest error or bad faith.
SECTION 6: TRANSFER RIGHTS
6.1 Permitted Transfers. Notwithstanding Section 11.1 of the LPA (restricting transfers, assignments, and encumbrances of Limited Partner interests without the prior written consent of the General Partner), the General Partner hereby grants its advance consent to the transfer by the Limited Partner of all or any portion of its interest in the Fund (including its Commitment and all related rights and obligations under the LPA and this Side Letter) to any Affiliated Endowment Vehicle (as defined in Section 6.2 below), without the prior written consent of the General Partner that would otherwise be required under Section 11.1 of the LPA. This consent is a standing consent and shall remain in effect for the duration of the Fund's term, as extended, subject to the conditions set forth in Section 6.3 below.
6.2 Definition of Affiliated Endowment Vehicle. For purposes of this Section 6, "Affiliated Endowment Vehicle" means any entity that is: (a) directly or indirectly controlled by, controlling, or under common control with the endowment of Veltrano University; and (b) organized and operated for the primary purpose of investing, managing, or holding endowment assets of Veltrano University or its affiliated educational, research, or charitable institutions. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
6.3 Conditions to Transfer. Any transfer to an Affiliated Endowment Vehicle pursuant to this Section 6 shall be subject to the following conditions:
(a) the transferee's execution of a joinder to the LPA (or such other instrument of assumption as the General Partner may reasonably require) and agreement to be bound by the terms and conditions thereof and of this Side Letter to the same extent as the transferring Limited Partner;
(b) the transferee's delivery of a completed investor questionnaire and subscription agreement in form and substance satisfactory to the General Partner, including representations and warranties regarding the transferee's status as an "accredited investor" under Regulation D and a "qualified purchaser" under Section 2(a)(51) of the 1940 Act;
(c) the transferee's delivery of such legal opinions and certifications as the General Partner may reasonably request, including opinions or certifications regarding the transferee's tax status, ERISA status, and compliance with applicable federal and state securities laws, anti-money laundering regulations, and economic sanctions programs;
(d) the transfer not causing the Fund to be in violation of any applicable law, rule, or regulation, including the 1940 Act (including the requirement that the Fund continue to qualify for the exemption from registration provided by Section 3(c)(1) or Section 3(c)(7) thereof), the Securities Act, or any applicable state securities or "blue sky" laws; and
(e) the Limited Partner's reimbursement of the General Partner's reasonable out-of-pocket expenses (including legal fees) incurred in connection with the review and processing of such transfer, provided that no such reimbursement shall exceed $15,000 per transfer without the prior consent of the Limited Partner.
6.4 No Transfer Fee. The General Partner shall not impose any transfer fee, assignment fee, administrative charge, or other similar fee or penalty in connection with a transfer by the Limited Partner to an Affiliated Endowment Vehicle pursuant to this Section 6. For the avoidance of doubt, this Section 6.4 does not apply to transfers to persons or entities that do not qualify as Affiliated Endowment Vehicles, which shall remain subject to the transfer restrictions and consent requirements set forth in Section 11.1 of the LPA.
6.5 Assumption of Rights. Upon the consummation of a permitted transfer to an Affiliated Endowment Vehicle in accordance with this Section 6, the transferee shall assume and succeed to all rights, interests, and obligations of the transferring Limited Partner under the LPA and this Side Letter in respect of the transferred interest, including, without limitation, the right to receive distributions, the obligation to fund capital contributions, and all other rights and obligations arising under or in connection with the transferred interest. Following any such transfer, the transferring Limited Partner shall be released from its obligations under the LPA and this Side Letter solely to the extent of the transferred interest, and the transferee shall be deemed a "Limited Partner" under the LPA for all purposes.
SECTION 7: ERISA REPRESENTATION WAIVER
7.1 Representation. The Limited Partner represents and warrants to the General Partner that the Limited Partner is not, and for so long as the Limited Partner holds an interest in the Fund will not be:
(a) 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 the provisions of Title I of ERISA;
(b) a "plan" (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code; or
(c) an entity whose underlying assets include "plan assets" within the meaning of the United States Department of Labor regulation codified at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA (the "Plan Asset Regulation"), by reason of a plan's investment in such entity.
The Limited Partner further represents and warrants that none of its assets constitutes "plan assets" within the meaning of the Plan Asset Regulation for purposes of ERISA or Section 4975 of the Code.
7.2 Waiver. The General Partner acknowledges and agrees that the Limited Partner is an endowment investment vehicle whose assets are endowment assets of Veltrano University, and that the Limited Partner is not subject to ERISA or Section 4975 of the Code. Accordingly, the General Partner hereby waives any requirement under the LPA, any subscription document, or any other agreement between the Parties that the Limited Partner provide representations, warranties, covenants, or certifications regarding ERISA compliance, the Plan Asset Regulation, or the prohibited transaction provisions of ERISA or the Code. For the avoidance of doubt, this waiver does not relieve the Limited Partner of any obligation to provide representations, warranties, or certifications regarding its tax-exempt status under Section 501(c)(3) or other provisions of the Code, which representations shall be provided in accordance with the LPA and the Limited Partner's subscription agreement.
7.3 Ongoing Representation. The Limited Partner agrees to promptly notify the General Partner in writing in the event that any of the representations set forth in Section 7.1 ceases to be true and correct in any material respect, including in the event that the Limited Partner becomes subject to ERISA or Section 4975 of the Code, or in the event that the Limited Partner's assets become "plan assets" within the meaning of the Plan Asset Regulation. Upon receipt of any such notification, the General Partner and the Limited Partner shall negotiate in good faith to determine what additional representations, warranties, covenants, or other provisions may be necessary or appropriate to address the changed circumstances.
SECTION 8: REPORTING AND INFORMATION RIGHTS
8.1 Quarterly Reports. The General Partner shall provide the Limited Partner with the quarterly reports required under Section 7.2 of the LPA within sixty (60) days following the end of each fiscal quarter of the Fund. Such quarterly reports shall include, at a minimum, the information required to be included therein pursuant to the LPA, including a summary of the Fund's investment activity during the quarter, a schedule of portfolio company investments (including cost basis and fair market value), a summary of any material developments affecting portfolio companies, and such other information as the General Partner customarily includes in its quarterly reports to Limited Partners.
8.2 Annual Audited Financial Statements. The General Partner shall cause the Fund's independent auditor, Ashford & Whitmore LLP (or any successor independent auditor appointed by the General Partner), to prepare and deliver to the Limited Partner audited annual financial statements of the Fund within one hundred twenty (120) days following the end of each fiscal year of the Fund. Such audited financial statements shall be prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and shall include, at a minimum, a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, and notes to the financial statements. The auditor's report accompanying such financial statements shall be an unqualified opinion, or, if the auditor is unable to render an unqualified opinion, the General Partner shall promptly notify the Limited Partner of the reasons therefor.
8.3 Additional Information. Upon the reasonable request of the Limited Partner, the General Partner shall provide such additional information regarding the Fund, its investments, its operations, and its financial condition as may be reasonably necessary for the Limited Partner's internal reporting, investment monitoring, performance evaluation, risk management, or regulatory compliance purposes, including, without limitation, information required to satisfy the Limited Partner's reporting obligations to the Board of Trustees of Veltrano University or any governmental or regulatory authority having jurisdiction over the Limited Partner. The General Partner's obligation to provide additional information pursuant to this Section 8.3 shall be subject to: (a) the confidentiality restrictions set forth in Section 9 of this Side Letter and any confidentiality obligations owed by the General Partner to portfolio companies or other third parties; and (b) the General Partner's reasonable determination that disclosure of the requested information would not be adverse to the interests of the Fund, its portfolio companies, or its other Limited Partners. The General Partner shall respond to any reasonable information request from the Limited Partner within a commercially reasonable period of time.
8.4 Capital Account Statements. The Fund Administrator, Meridian Fund Services LLC (or any successor fund administrator appointed by the General Partner), shall provide the Limited Partner with quarterly capital account statements within forty-five (45) days following the end of each fiscal quarter of the Fund. Such capital account statements shall reflect, with respect to the Limited Partner's interest in the Fund: (a) capital contributions made during the quarter and in the aggregate; (b) distributions received during the quarter and in the aggregate; (c) management fees charged during the quarter and in the aggregate; (d) the Limited Partner's allocable share of net income, net loss, and unrealized gains and losses for the quarter; (e) the Limited Partner's ending capital account balance; and (f) the Limited Partner's remaining unfunded Commitment as of the end of the quarter.
SECTION 9: CONFIDENTIALITY
9.1 Confidentiality Obligation. The Limited Partner agrees that the terms, conditions, and provisions of this Side Letter and any information provided by the General Partner to the Limited Partner pursuant hereto or in connection with the Fund (including, without limitation, information regarding portfolio companies, investment strategies, co-investment opportunities, and the financial condition and operations of the Fund) shall be treated as confidential information (collectively, "Confidential Information") and shall not be disclosed to any third party without the prior written consent of the General Partner. The foregoing confidentiality obligation shall not apply to disclosures: (a) required by applicable law, rule, or regulation (including, without limitation, any applicable public records, freedom of information, or open meetings law); (b) required by order or subpoena of any court or governmental or regulatory authority having competent jurisdiction; (c) necessary for the Limited Partner's internal reporting, legal, tax, accounting, or investment review purposes; or (d) made to the Limited Partner's governing body, including the Board of Trustees of Veltrano University and any investment committee thereof, in connection with the oversight and governance of the Limited Partner's investment program.
9.2 Disclosure to Advisors. Notwithstanding Section 9.1, the Limited Partner may disclose the terms of this Side Letter and any Confidential Information to: (a) its legal counsel, Hollander McKee & Stone LLP; (b) its independent auditors and tax advisors; and (c) its investment consultants and other professional advisors retained by the Limited Partner in connection with its investment program; provided, in each case, that such persons are informed of the confidential nature of the information and are bound by confidentiality obligations no less restrictive than those set forth in this Section 9, whether by contract, professional duty, or otherwise.
9.3 General Partner Disclosure. The General Partner may disclose the existence and terms of this Side Letter: (a) as part of the most favored nation side letter compilation process described in Section 10 of this Side Letter, subject to the redaction of the Limited Partner's identity and any other information that could reasonably be expected to identify the Limited Partner; (b) to the Fund's legal counsel (Calderwood & Harkness LLP), independent auditors (Ashford & Whitmore LLP), fund administrator (Meridian Fund Services LLC), and placement agent (if any), in each case on a confidential and need-to-know basis; (c) to the Advisory Committee of the Fund, in connection with any matter properly within the Advisory Committee's purview; and (d) as required by applicable law, rule, or regulation, including in connection with the General Partner's obligations as a registered investment adviser under the Advisers Act, its obligations under the rules of the SEC (including Form ADV and Form PF), or any examination, investigation, or inquiry by the SEC or any other governmental or regulatory authority.
SECTION 10: MOST FAVORED NATION
10.1 MFN Right. The General Partner agrees that, if it enters into any side letter or similar agreement with any other Limited Partner in the Fund that provides such other Limited Partner with rights, benefits, or terms that are, taken as a whole or individually, more favorable to such other Limited Partner than the rights, benefits, and terms provided to the Limited Partner under this Side Letter or the LPA (collectively, the "MFN Terms"), then the Limited Partner shall have the right to elect to receive the benefit of any or all such MFN Terms in accordance with the procedures set forth in this Section 10. For the avoidance of doubt, the determination of whether particular rights, benefits, or terms are "more favorable" shall take into account the overall economic and governance terms of such other side letter, including any conditions, limitations, or obligations attached to such terms.
10.2 MFN Eligibility. The Limited Partner acknowledges that the most favored nation election right set forth in this Section 10 is available to Limited Partners whose capital commitment to the Fund equals or exceeds Twenty-Five Million Dollars ($25,000,000), as set forth in Section 14.12(b) of the LPA. The Limited Partner's Commitment of Fifty Million Dollars ($50,000,000) satisfies this eligibility threshold.
10.3 MFN Side Letter Compilation. Within fifteen (15) business days following the Final Close of the Fund (which Final Close is currently targeted to occur on or about July 15, 2026), the General Partner shall prepare and deliver to all MFN-eligible Limited Partners a compilation of the material terms contained in all side letter agreements entered into with Limited Partners of the Fund in connection with the Fund's offering and closing process (the "MFN Side Letter Compilation"). The MFN Side Letter Compilation shall be redacted to exclude: (a) the identities of the Limited Partners party to such side letter agreements, and any other information that could reasonably be expected to identify such Limited Partners; and (b) any Excluded Provisions (as defined in Section 10.5 below). The General Partner shall prepare the MFN Side Letter Compilation in a clear and comprehensible format that enables MFN-eligible Limited Partners to evaluate and compare the terms available for election.
10.4 Election Period. The Limited Partner shall have thirty (30) calendar days following delivery of the MFN Side Letter Compilation (the "MFN Election Period") to deliver to the General Partner a written election (substantially in the form of the MFN Election Form to be provided by the General Partner together with the MFN Side Letter Compilation) identifying the specific MFN Terms that the Limited Partner elects to receive (the "MFN Election Notice"). If the Limited Partner does not deliver an MFN Election Notice within the MFN Election Period, the Limited Partner shall be deemed to have waived its right to elect MFN Terms with respect to the MFN Side Letter Compilation. The General Partner shall confirm receipt of the Limited Partner's MFN Election Notice within five (5) business days of receipt and shall notify the Limited Partner within ten (10) business days of receipt if the General Partner disputes any election as involving an Excluded Provision or as being otherwise inapplicable to the Limited Partner.
10.5 Excluded Provisions. The following categories of side letter provisions shall be excluded from the most favored nation election process and shall not be available for election by the Limited Partner or any other MFN-eligible Limited Partner (collectively, "Excluded Provisions"):
(a) Provisions granted to a Limited Partner to satisfy specific legal, regulatory, or tax requirements applicable to such Limited Partner by reason of such Limited Partner's particular legal, regulatory, or tax status, including, without limitation: (i) provisions relating to the Freedom of Information Act ("FOIA") or comparable state or local public records or open meetings laws applicable to governmental plans, public pension funds, or state or municipal investment authorities; (ii) provisions relating to the tax-exempt status of a Limited Partner under Section 115 of the Code or any other provision of the Code; and (iii) provisions required to comply with the laws or regulations of a foreign jurisdiction applicable to a non-U.S. Limited Partner;
(b) Appointments to the Advisory Committee of the Fund, including the Advisory Committee seat granted to the Limited Partner pursuant to Section 3 of this Side Letter;
(c) Portfolio company board observer rights or board nomination rights granted to a Limited Partner by reason of such Limited Partner's strategic value, industry expertise, or relationship with the relevant portfolio company; and
(d) Terms that are, in the General Partner's reasonable determination, specific to the legal, regulatory, tax, or organizational status of the requesting Limited Partner and not applicable to the electing Limited Partner, including terms relating to a Limited Partner's organizational structure, investor base, or regulatory framework.
10.6 Effectiveness. Any MFN Terms validly elected by the Limited Partner pursuant to this Section 10 shall be deemed incorporated into this Side Letter by reference and shall be effective as of the date of the General Partner's receipt of the Limited Partner's MFN Election Notice (or, if later, the date on which any dispute regarding the applicability of such MFN Terms is resolved in favor of the Limited Partner). The General Partner shall, within fifteen (15) business days following the expiration of the MFN Election Period, prepare and deliver to the Limited Partner a written confirmation identifying the MFN Terms elected by the Limited Partner and confirming their incorporation into this Side Letter.
10.7 Ongoing Right. For the avoidance of doubt, the most favored nation election right set forth in this Section 10 applies solely to side letter agreements entered into by the General Partner with Limited Partners of the Fund on or prior to the Final Close and does not apply to amendments, modifications, waivers, or supplements entered into after the expiration of the MFN Election Period. The General Partner shall not enter into any side letter agreement with any Limited Partner following the Final Close that would materially circumvent the purpose and intent of this Section 10, unless the Limited Partner is afforded a reasonable opportunity to elect to receive the benefit of any materially more favorable terms contained in any such post-Final Close side letter agreement.
SECTION 11: REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNER
The Limited Partner hereby represents and warrants to the General Partner as follows:
11.1 Organization and Good Standing. The Limited Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Limited Partner has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as presently conducted, and to enter into, execute, deliver, and perform its obligations under this Side Letter.
11.2 Authorization. The execution, delivery, and performance of this Side Letter by the Limited Partner has been duly authorized by all necessary limited liability company action on the part of the Limited Partner, including any required approval by the Limited Partner's governing body, managers, or members. No additional consent, approval, or authorization of any person or entity is required in connection with the execution, delivery, or performance of this Side Letter by the Limited Partner.
11.3 No Conflict. The execution and delivery of this Side Letter by the Limited Partner, and the performance by the Limited Partner of its obligations hereunder, does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the certificate of formation and operating agreement) of the Limited Partner; (b) violate, conflict with, or result in a breach or default under any law, statute, regulation, rule, order, judgment, decree, or arbitration award applicable to the Limited Partner; or (c) violate, conflict with, or result in a breach or default under any material contract, agreement, indenture, mortgage, or other instrument to which the Limited Partner is a party or by which the Limited Partner or any of its assets is bound.
11.4 Accredited Investor / Qualified Purchaser. The Limited Partner represents and warrants that it is: (a) an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; and (b) a "qualified purchaser" as defined in Section 2(a)(51) of the 1940 Act and the rules and regulations promulgated thereunder. The Limited Partner has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Fund.
11.5 Investment Purpose. The Limited Partner is acquiring its interest in the Fund for its own account, for investment purposes only, and not with a view to the resale or distribution thereof in violation of the Securities Act or any applicable state securities laws. The Limited Partner understands that its interest in the Fund has not been registered under the Securities Act or any state securities laws and that such interest may not be offered, sold, transferred, pledged, or otherwise disposed of except in compliance with the registration requirements of the Securities Act and applicable state securities laws or pursuant to an available exemption therefrom.
11.6 Endowment Vehicle. The Limited Partner confirms that it serves as the investment vehicle for the endowment of Veltrano University, a private, non-profit educational institution organized and existing under the laws of the Commonwealth of Massachusetts. The Limited Partner's assets constitute endowment assets managed by the Limited Partner for the long-term benefit of Veltrano University and its affiliated institutions. The Limited Partner is not a "plan" or "employee benefit plan" subject to ERISA or Section 4975 of the Code, and the Limited Partner's assets do not constitute "plan assets" for purposes of ERISA or the Code.
SECTION 12: REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER
The General Partner hereby represents and warrants to the Limited Partner as follows:
12.1 Organization and Good Standing. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as presently conducted, and to enter into, execute, deliver, and perform its obligations under this Side Letter and to act as the general partner of the Fund.
12.2 Authorization. The execution, delivery, and performance of this Side Letter by the General Partner has been duly authorized by all necessary limited liability company action on the part of the General Partner. No additional consent, approval, or authorization of any person or entity is required in connection with the execution, delivery, or performance of this Side Letter by the General Partner, including no consent of any other Limited Partner of the Fund.
12.3 No Conflict. The execution and delivery of this Side Letter by the General Partner, and the performance by the General Partner of its obligations hereunder, does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents of the General Partner; (b) violate, conflict with, or result in a breach of any provision of the LPA; or (c) violate, conflict with, or result in a breach or default under any applicable law, statute, regulation, rule, order, judgment, or decree applicable to the General Partner or the Fund.
12.4 SEC Registration. The General Partner is duly registered as an investment adviser with the SEC under the Advisers Act (SEC File Number: 801-XXXXX) and is in compliance in all material respects with the requirements of the Advisers Act and the rules and regulations promulgated thereunder, including the requirements of Part 2A of Form ADV. The General Partner has delivered or made available to the Limited Partner a copy of its current Form ADV Part 2A (the "Brochure") and Part 2B (the "Brochure Supplement") as filed with the SEC.
SECTION 13: GENERAL PROVISIONS
13.1 Governing Law. This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws that would cause the application of the laws of any other jurisdiction. Each Party irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over the matter in question is vested exclusively in the federal courts, the United States District Court for the District of Delaware) in connection with any dispute arising out of or relating to this Side Letter, and each Party irrevocably waives any objection it may have to the laying of venue in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.
13.2 Entire Agreement. This Side Letter, together with the LPA and the Subscription Agreement executed by the Limited Partner in connection with its investment in the Fund, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, and understandings, whether written or oral, between the Parties relating to the subject matter hereof.
13.3 Amendment. This Side Letter may be amended, supplemented, restated, or otherwise modified only by a written instrument duly executed by both Parties. No oral agreement or course of dealing between the Parties shall be deemed to amend, modify, or supplement the terms of this Side Letter.
13.4 Severability. If any provision of this Side Letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the Parties waive any provision of law that renders any provision hereof invalid, illegal, or unenforceable in any respect.
13.5 No Third-Party Beneficiaries. This Side Letter is entered into for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Side Letter, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, or obligations of any nature whatsoever under or by reason of this Side Letter.
13.6 Notices. All notices, requests, demands, consents, waivers, 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: (a) when delivered personally; (b) on the business day sent, if sent by email with confirmation of receipt; (c) one (1) business day after being sent by nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC), with tracking and confirmation of delivery; or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice to the other Party):
If to the General Partner:
Pinnacle Venture Capital Management LLC 2400 Sand Hill Road, Suite 320 Menlo Park, California 94025
Attention: Rajesh Mehta, Co-Founder & Managing Partner, and Claire Dubois, Co-Founder & Managing Partner
Email: legal@pinnaclevc.com
If to the Limited Partner:
Northstar Endowment Partners LLC 1 University Square, Suite 1400 Cambridge, Massachusetts 02138
Attention: Helen Bancroft, Director of Private Investments
Email: hbancroft@northstarendowment.org
With a copy (which shall not constitute notice) to:
Hollander McKee & Stone LLP 60 Ashbury Asset Advisors, 35th Floor Boston, Massachusetts 02109
Attention: David Tannenbaum, Partner
Email: dtannenbaum@hmslegal.com
13.7 Counterparts. This Side Letter may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Side Letter by electronic transmission (including by email in portable document format (.pdf)) shall be effective as delivery of a manually executed counterpart.
13.8 Binding Effect. 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. Neither Party may assign its rights or delegate its obligations under this Side Letter without the prior written consent of the other Party, except as expressly provided in Section 6 with respect to transfers to Affiliated Endowment Vehicles.
13.9 Relationship to LPA. Except as expressly modified, supplemented, or superseded by this Side Letter, the LPA remains in full force and effect, and all of the terms, conditions, covenants, representations, and warranties set forth in the LPA shall continue to apply to the Limited Partner in accordance with their terms. This Side Letter supplements and, solely as between the General Partner and the Limited Partner, modifies the terms of the LPA to the extent set forth herein. In the event that the LPA is amended, restated, supplemented, or otherwise modified in accordance with its terms, the provisions of this Side Letter shall be read and construed in conjunction with the LPA as so amended, restated, supplemented, or otherwise modified, and the references to the LPA contained herein shall be deemed to refer to the LPA as so amended, restated, supplemented, or otherwise modified.
13.10 Waiver. No waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument duly executed by the Party against whom enforcement of such waiver is sought. No failure or delay by either Party in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
13.11 Fund Term Reference. The Parties acknowledge that the Fund has a term of ten (10) years from the First Close (commencing January 15, 2026 and expiring January 15, 2036), subject to two (2) successive one-year extensions at the discretion of the General Partner (through January 15, 2037 and January 15, 2038, respectively, at the latest), and further subject to any additional extensions that may be approved by the Limited Partners in accordance with the terms of the LPA. This Side Letter shall remain in full force and effect for the entire duration of the Fund's term, as extended, and shall terminate upon the dissolution and final winding up of the Fund in accordance with the LPA, at which time all obligations of the Parties hereunder shall cease and be of no further force or effect, except for those provisions that by their nature or terms are intended to survive the dissolution and winding up of the Fund, including Section 9 (Confidentiality).
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SIGNATURE PAGE TO SIDE LETTER AGREEMENT
Pinnacle Venture Fund II LP
IN WITNESS WHEREOF, the Parties hereto have caused this Side Letter Agreement to be duly executed and delivered as of the date first written above.
PINNACLE VENTURE CAPITAL MANAGEMENT LLC, in its capacity as General Partner of Pinnacle Venture Fund II LP
By: ________
Name: Rajesh Mehta
Title: Co-Founder & Managing Partner
Date: ________
NORTHSTAR ENDOWMENT PARTNERS LLC
By: ________
Name: Helen Bancroft
Title: Director of Private Investments
Date: ________
DRAFTING NOTES — FOR INTERNAL USE ONLY — NOT PART OF THE AGREEMENT
Prepared by: Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104
Engagement Team:
•  Nicholas Stern — Responsible Partner
•  Owen Fischer — Lead Associate
•  Stephen Adler — Working Associate
Distribution: This initial draft is prepared for distribution to Hollander McKee & Stone LLP (David Tannenbaum, Lead Partner), counsel to Northstar Endowment Partners LLC, for review and comment.
Draft Date: October 20, 2025
Status: Subject to negotiation and revision prior to First Close targeted for January 15, 2026. All bracketed cross-references to sections of the LPA to be confirmed upon finalization of the Amended and Restated Limited Partnership Agreement. SEC File Number for the General Partner to be confirmed prior to execution.