1002-00004 · Pinnacle Venture Fund II LP · Matter Administration

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

To: Harrison Wexford, Responsible Partner, Mergers & Acquisitions

From: Naomi Petersen, Associate, Mergers & Acquisitions

Date: April 19, 2022

Re: Conflict Check — Representation of Pinnacle Venture Fund II LP in Connection with Proposed Series D Preferred Stock Investment in Verdana Software, Inc.

Matter Number: 1002-00004

Billing Client Number: PIN-0042

1. Purpose and Summary of Engagement

Calderwood & Harkness LLP ("the Firm") has been asked to represent Pinnacle Venture Fund II LP, a Delaware limited partnership whose general partner is Pinnacle Capital Management LLC, a Delaware limited liability company, headquartered at 2400 Sand Hill Road, Suite 310, Menlo Park, California 94025, in connection with a proposed minority growth equity investment of approximately Sixty Million Dollars ($60,000,000) in Series D Preferred Stock (the "Series D Investment") in Verdana Software, Inc., a Delaware C-corporation headquartered at 1175 NW Couch Street, Suite 800, Portland, Oregon 97209 (the "Target" or "Verdana"). The proposed engagement encompasses all customary legal services associated with the transaction, including due diligence review, negotiation and drafting of definitive transaction documents (including the Series D Preferred Stock Purchase Agreement, the Amended and Restated Certificate of Incorporation of Verdana, an Investors' Rights Agreement, a Right of First Refusal and Co-Sale Agreement, a Voting Agreement, and related ancillary documents), investor-side regulatory analysis, and closing deliverables.

The engagement was opened today, April 19, 2022, upon receipt of the preliminary engagement instruction from the client. The key investment professional on the deal is Marcus Trejo, Partner and Head of Growth Equity at Pinnacle Capital Management LLC, who will serve as the primary client contact for the duration of the engagement.

The engagement will be led on behalf of the Firm by Harrison Wexford, Responsible Partner in the Mergers & Acquisitions group, and Beatrice Holloway, Billing Partner in the Mergers & Acquisitions group, both resident in the Firm's San Francisco office. Additional staffing will be assigned as warranted based on the scope and timeline of the transaction.

This memorandum documents the results of the Firm's conflict of interest check conducted in accordance with Calderwood & Harkness LLP's Internal Conflicts Policy (revised January 2021), the California Rules of Professional Conduct (Rules 1.7 and 1.9 in particular), and the American Bar Association's Model Rules of Professional Conduct. The purpose of this memorandum is to confirm that no actual or reasonably foreseeable potential conflicts of interest exist that would preclude the Firm from accepting or continuing the proposed representation.

2. Methodology

The following steps were taken to conduct the conflict of interest review in connection with this proposed engagement:

1. Database Searches. On April 19, 2022, the undersigned conducted comprehensive searches in the Firm's conflicts database, which is maintained within the Firm's new matter intake system (currently Greaves Services Inc.). The database includes records for all current, dormant, and closed client matters, as well as identified adverse parties, related parties, and third-party participants in each such matter.

2. Entity Name Searches. All entity names, short names, trade names, "doing business as" names, and known aliases for each relevant party were searched. Searches were conducted using both exact-match and fuzzy-match algorithms to account for variations in spelling, abbreviations, and naming conventions.

3. Individual Name Searches. The names of all principals, officers, directors, and known board members of each relevant party were individually searched. This included the names of the co-founders and managing partners of Pinnacle Capital Management LLC; the officers, co-founders, and general counsel of Verdana Software, Inc.; the individual board representatives of each existing institutional investor in Verdana; the lead attorneys at opposing counsel; and the engagement partner at Verdana's auditing firm.

4. Third-Party Searches. The names of known opposing counsel (Langford Price & Associates LLP), co-counsel, financial advisors (Hargrove Securities LLC), auditors (Calloway & Cascade Insurance Brokers and Whitfield & Greer LLP), the fund administrator (Dralvecen Fund Services LLC), and the Target's existing lender (Pacific Summit Bank, N.A.) were searched to identify any current or prior representation of, or adverse engagement against, any such party.

5. Cross-Referencing Active, Dormant, and Closed Matters. Search results were cross-referenced against all active matters, all dormant matters, and all matters closed within the preceding five years (i.e., matters closed on or after April 19, 2017), consistent with the Firm's conflicts review policy.

6. Lateral Hire Screening Records. The Firm's lateral hire screening records were reviewed to determine whether any attorney who has laterally joined the Firm during the preceding five years may have had prior involvement with any of the listed parties at his or her former firm. This review was conducted in coordination with the Firm's General Counsel's office and the Professional Responsibility Committee.

7. Supplemental Inquiry. In addition to the foregoing database searches, the undersigned circulated a preliminary party list to members of the Mergers & Acquisitions, Private Equity, and Technology Transactions practice groups via the Firm's internal conflicts notification system to solicit any knowledge of relationships or representations involving the listed parties that may not be reflected in the conflicts database.

All searches were completed on April 19, 2022, and the results are documented in Section 4 below.

3. Parties and Individuals Checked

The following parties and individuals were included in the conflict of interest search. The parties are organized by category and role in the proposed transaction.

3.1 Client (Investor)

Pinnacle Venture Fund II LP Delaware limited partnership EIN: 84-3921057 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025

Pinnacle Capital Management LLC Delaware limited liability company; general partner of Pinnacle Venture Fund II LP EIN: 84-2817634 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025

Elaine Whitford — Co-Founder & Managing Partner, Pinnacle Capital Management LLC

Derek Sung — Co-Founder & Managing Partner, Pinnacle Capital Management LLC

Marcus Trejo — Partner, Head of Growth Equity, Pinnacle Capital Management LLC

3.2 Target Company

Verdana Software, Inc. Delaware C-corporation EIN: 93-1485726 Delaware Secretary of State File Number: 6274913 1175 NW Couch Street, Suite 800, Portland, OR 97209

Raj Anand — Chief Executive Officer & Co-Founder, Verdana Software, Inc.

Lena Kovac — Chief Technology Officer & Co-Founder, Verdana Software, Inc.

Thomas Brightwell — Chief Financial Officer, Verdana Software, Inc.

Sandra Mikkelsen — General Counsel, Verdana Software, Inc.

3.3 Existing Investors in Verdana Software, Inc. (and Board Representatives)

Ridgeline Ventures Fund III LP Delaware limited partnership — Series A lead investor in Verdana

• Priya Dasgupta — Partner, Ridgeline Ventures; member of the Verdana Board of Directors

Northgate Growth Partners Fund II LP Delaware limited partnership — Series B lead investor in Verdana

• Elliott Margolis — Managing Director, Northgate Growth Partners; member of the Verdana Board of Directors

Brindoval Capital Group LLC Delaware limited liability company — Series C lead investor in Verdana

• Diana Chen — Principal, Brindoval Capital Group; member of the Verdana Board of Directors

3.4 Opposing Counsel (Target's Counsel)

Langford Price & Associates LLP Oregon limited liability partnership 1000 SW Broadway, Suite 1600, Portland, OR 97205

• Jonathan Hale — Lead Partner, Corporate & Venture Capital

• Rebecca Thornton — Associate

3.5 Financial Advisor / Placement Agent

Hargrove Securities LLC Delaware limited liability company; FINRA-registered broker-dealer 600 Lexington Avenue, 22nd Floor, New York, NY 10022

• Nathan Callister — Managing Director

3.6 Auditors.

Calloway & Cascade Insurance Brokers California limited liability partnership; fund auditor to Pinnacle Venture Fund II LP 44 Montgomery Street, Suite 1200, San Francisco, CA 94104

Whitfield & Greer LLP Oregon limited liability partnership; auditor to Verdana Software, Inc. 888 SW Fifth Avenue, Suite 1400, Portland, OR 97204

• Gerald Whitfield — Engagement Partner (Verdana audit)

3.7 Fund Administrator

Dralvecen Fund Services LLC Delaware limited liability company; fund administrator to Pinnacle Venture Fund II LP 300 Delaware Avenue, Suite 900, Wilmington, DE 19801

3.8 Lender.

Pacific Summit Bank, N.A. National banking association; California 350 California Street, San Francisco, CA 94104

Pacific Summit Bank is Verdana Software, Inc.'s lender under an existing $10,000,000 revolving credit facility. Lender consent or notice may be required in connection with the proposed Series D issuance and the amendment of Verdana's charter, depending upon the terms of the credit agreement.

4. Search Results

Set forth below are the detailed results of the conflict of interest searches conducted for each party and individual listed in Section 3.

4.1 Pinnacle Venture Fund II LP / Pinnacle Capital Management LLC

A comprehensive search of the Firm's conflicts database returned no results for Pinnacle Venture Fund II LP or Pinnacle Capital Management LLC. Neither entity has been a client, adverse party, related party, or third-party participant in any current, dormant, or closed matter within the Firm's records. Additionally, individual name searches for Elaine Whitford, Derek Sung, and Marcus Trejo returned no matches in any capacity — neither as individual clients, corporate officers of any client or adverse party, nor as witnesses, consultants, or other participants in any Firm matter.

No adverse representations against Pinnacle Venture Fund II LP, Pinnacle Capital Management LLC, or any of the foregoing individuals were identified.

A review of the lateral hire screening records did not reveal any prior involvement by any Firm attorney with Pinnacle or its affiliates at a prior firm.

Result: Clear.

4.2 Verdana Software, Inc.

A comprehensive search of the Firm's conflicts database returned no results for Verdana Software, Inc. The entity has not appeared as a client, adverse party, related party, or third-party participant in any current, dormant, or closed matter within the Firm's records. Individual name searches for Raj Anand, Lena Kovac, Thomas Brightwell, and Sandra Mikkelsen returned no matches in any capacity.

No adverse representations against Verdana Software, Inc. or any of its officers or co-founders were identified.

A review of the lateral hire screening records did not reveal any prior involvement by any Firm attorney with Verdana at a prior firm.

Result: Clear.

4.3 Ridgeline Ventures Fund III LP

A comprehensive search of the Firm's conflicts database returned no results for Ridgeline Ventures Fund III LP or for any affiliated Ridgeline Ventures entity. An individual name search for Priya Dasgupta returned no matches in any capacity. No current or prior representation of Ridgeline Ventures Fund III LP was identified, and no adverse representation against Ridgeline was identified.

Result: Clear.

4.4 Northgate Growth Partners Fund II LP

A comprehensive search of the Firm's conflicts database returned no results for Northgate Growth Partners Fund II LP or for any affiliated Northgate Growth Partners entity. An individual name search for Elliott Margolis returned no matches in any capacity. No current or prior representation of Northgate Growth Partners Fund II LP was identified, and no adverse representation against Northgate was identified.

Result: Clear.

4.5 Brindoval Capital Group LLC

A comprehensive search of the Firm's conflicts database returned no results for Brindoval Capital Group LLC or for any affiliated Brindoval entity. An individual name search for Diana Chen returned no matches in any capacity. No current or prior representation of Brindoval Capital Group LLC was identified, and no adverse representation against Brindoval was identified.

Result: Clear.

4.6 Langford Price & Associates LLP

A comprehensive search of the Firm's conflicts database returned no results indicating that Langford Price & Associates LLP currently serves as co-counsel or opposing counsel to Calderwood & Harkness LLP in any active matter. No current or prior matters in which Langford Price appeared in any capacity were identified. Individual name searches for Jonathan Hale and Rebecca Thornton returned no matches.

A review of the lateral hire screening records did not reveal any attorneys currently at the Firm who previously practiced at Langford Price & Associates LLP.

It is noted for the record that Langford Price & Associates LLP will serve as counsel to the Target, Verdana Software, Inc., in this transaction and will therefore be situated as opposing counsel to the Firm. No conflict is created by this arrangement, and no waiver or screen is required.

Result: Clear.

4.7 Hargrove Securities LLC

A comprehensive search of the Firm's conflicts database returned no results for Hargrove Securities LLC. An individual name search for Nathan Callister returned no matches in any capacity. No current or prior engagement involving Hargrove Securities LLC was identified.

Result: Clear.

4.8 Calloway & Cascade Insurance Brokers

A comprehensive search of the Firm's conflicts database returned no results indicating that Calloway & Cascade Insurance Brokers is a party or adverse party in any current or closed Firm matter. Calloway & Cascade Insurance Brokers is identified as the fund auditor to Pinnacle Venture Fund II LP and may be relied upon during the course of the engagement for the provision of audited financial statements or other fund-level information. No conflict arises from this relationship, and no waiver or screen is required.

Result: Clear.

4.9 Whitfield & Greer LLP / Gerald Whitfield

A comprehensive search of the Firm's conflicts database returned no results for Whitfield & Greer LLP. An individual name search for Gerald Whitfield returned no matches in any capacity. No current or prior representation of, or adverse engagement against, Whitfield & Greer LLP or Gerald Whitfield was identified.

Result: Clear.

4.10 Dralvecen Fund Services LLC

A comprehensive search of the Firm's conflicts database returned no results for Dralvecen Fund Services LLC. No current or prior representation of, or adverse engagement against, Dralvecen Fund Services LLC was identified. Dralvecen Fund Services LLC serves as the fund administrator to Pinnacle Venture Fund II LP and may be contacted during the engagement in connection with capital call mechanics or LP notices. No conflict arises from this relationship.

Result: Clear.

4.11 Pacific Summit Bank, N.A.

A comprehensive search of the Firm's conflicts database returned no results for Pacific Summit Bank, N.A. No current representation of Pacific Summit Bank, N.A. was identified, and no current adverse representation against Pacific Summit Bank was identified.

It is noted for the record that Pacific Summit Bank, N.A. is Verdana Software, Inc.'s existing lender under a $10,000,000 revolving credit facility. Depending upon the terms of the credit agreement, lender consent or notification may be required in connection with the proposed Series D issuance and the related amendment and restatement of Verdana's Certificate of Incorporation. Calderwood & Harkness will not be representing Pacific Summit Bank, N.A. in any capacity in this transaction. No conflict is created by the bank's involvement in the transaction, and no waiver or screen is required.

Result: Clear.

5. Summary of Results

The following table summarizes the results of all conflict of interest searches conducted in connection with the proposed engagement:

All twenty-six (26) entity and individual searches returned a status of Clear. No actual conflicts of interest were identified. No potential conflicts of interest were identified that would require further analysis, the procurement of an informed written consent or waiver from any party, or the implementation of an ethical screen.

6. Conclusion and Clearance

Based on the foregoing search results and the analysis set forth in this memorandum, there are no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from undertaking the representation of Pinnacle Venture Fund II LP in connection with the proposed $60,000,000 Series D Preferred Stock investment in Verdana Software, Inc.

No waivers, informed consents, or ethical screens are required as a condition of the Firm's acceptance of this engagement. The representation does not implicate California Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients) or 1.9 (Duties to Former Clients), nor any comparable provision of the ABA Model Rules of Professional Conduct.

Accordingly, the engagement may proceed, subject to execution of the Firm's standard engagement letter and completion of all remaining new matter intake procedures.

This memorandum should be retained in the permanent matter file for Matter No. 1002-00004 (Billing Client No. PIN-0042) in accordance with Calderwood & Harkness LLP's Records Retention Policy (Section 7.3 — Conflict Check Documentation). In the event that new parties are identified during the course of the engagement, supplemental conflict searches will be conducted and documented in a supplemental memorandum to be appended to this file.

7. Approval

Prepared by:

________________________________________

Naomi Petersen Associate, Mergers & Acquisitions Calderwood & Harkness LLP

Date: April 19, 2022

Reviewed and Approved by:

________________________________________

Harrison Wexford Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP Date of Clearance: April 19, 2022

This memorandum is privileged and confidential attorney work product prepared in connection with Calderwood & Harkness LLP's internal conflicts review procedures. It is intended solely for the use of the Responsible Partner and other authorized Firm personnel. This memorandum should not be disclosed to the client or to any third party without the prior written approval of the Firm's General Counsel. Distribution outside the Firm is strictly prohibited.

No.	Party / Individual	Role	Conflict Status
1	Pinnacle Venture Fund II LP	Client (Investor)	Clear
2	Pinnacle Capital Management LLC	General Partner of Client	Clear
3	Elaine Whitford	Co-Founder & Managing Partner, Pinnacle Capital Management	Clear
4	Derek Sung	Co-Founder & Managing Partner, Pinnacle Capital Management	Clear
5	Marcus Trejo	Partner, Head of Growth Equity, Pinnacle Capital Management	Clear
6	Verdana Software, Inc.	Target Company	Clear
7	Raj Anand	CEO & Co-Founder, Verdana Software	Clear
8	Lena Kovac	CTO & Co-Founder, Verdana Software	Clear
9	Thomas Brightwell	CFO, Verdana Software	Clear
10	Sandra Mikkelsen	General Counsel, Verdana Software	Clear
11	Ridgeline Ventures Fund III LP	Existing Investor (Series A Lead)	Clear
12	Priya Dasgupta	Partner, Ridgeline Ventures; Verdana Board Member	Clear
13	Northgate Growth Partners Fund II LP	Existing Investor (Series B Lead)	Clear
14	Elliott Margolis	Managing Director, Northgate Growth Partners; Verdana Board Member	Clear
15	Brindoval Capital Group LLC	Existing Investor (Series C Lead)	Clear
16	Diana Chen	Principal, Brindoval Capital Group; Verdana Board Member	Clear
17	Langford Price & Associates LLP	Target's Counsel (Opposing Counsel)	Clear
18	Jonathan Hale	Lead Partner, Langford Price	Clear
19	Rebecca Thornton	Associate, Langford Price	Clear
20	Hargrove Securities LLC	Financial Advisor / Placement Agent	Clear
21	Nathan Callister	Managing Director, Hargrove Securities	Clear
22	Calloway & Cascade Insurance Brokers	Client's Fund Auditor	Clear
23	Whitfield & Greer LLP	Target's Auditor	Clear
24	Gerald Whitfield	Engagement Partner, Whitfield & Greer	Clear

25	Dralvecen Fund Services LLC	Client's Fund Administrator	Clear
26	Pacific Summit Bank, N.A.	Target's Existing Lender	Clear

MEMORANDUM
PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
To: Harrison Wexford, Responsible Partner, Mergers & Acquisitions
From: Naomi Petersen, Associate, Mergers & Acquisitions
Date: April 19, 2022
Re: Conflict Check — Representation of Pinnacle Venture Fund II LP in Connection with Proposed Series D Preferred Stock Investment in Verdana Software, Inc.
Matter Number: 1002-00004
Billing Client Number: PIN-0042
1. Purpose and Summary of Engagement
Calderwood & Harkness LLP ("the Firm") has been asked to represent Pinnacle Venture Fund II LP, a Delaware limited partnership whose general partner is Pinnacle Capital Management LLC, a Delaware limited liability company, headquartered at 2400 Sand Hill Road, Suite 310, Menlo Park, California 94025, in connection with a proposed minority growth equity investment of approximately Sixty Million Dollars ($60,000,000) in Series D Preferred Stock (the "Series D Investment") in Verdana Software, Inc., a Delaware C-corporation headquartered at 1175 NW Couch Street, Suite 800, Portland, Oregon 97209 (the "Target" or "Verdana"). The proposed engagement encompasses all customary legal services associated with the transaction, including due diligence review, negotiation and drafting of definitive transaction documents (including the Series D Preferred Stock Purchase Agreement, the Amended and Restated Certificate of Incorporation of Verdana, an Investors' Rights Agreement, a Right of First Refusal and Co-Sale Agreement, a Voting Agreement, and related ancillary documents), investor-side regulatory analysis, and closing deliverables.
The engagement was opened today, April 19, 2022, upon receipt of the preliminary engagement instruction from the client. The key investment professional on the deal is Marcus Trejo, Partner and Head of Growth Equity at Pinnacle Capital Management LLC, who will serve as the primary client contact for the duration of the engagement.
The engagement will be led on behalf of the Firm by Harrison Wexford, Responsible Partner in the Mergers & Acquisitions group, and Beatrice Holloway, Billing Partner in the Mergers & Acquisitions group, both resident in the Firm's San Francisco office. Additional staffing will be assigned as warranted based on the scope and timeline of the transaction.
This memorandum documents the results of the Firm's conflict of interest check conducted in accordance with Calderwood & Harkness LLP's Internal Conflicts Policy (revised January 2021), the California Rules of Professional Conduct (Rules 1.7 and 1.9 in particular), and the American Bar Association's Model Rules of Professional Conduct. The purpose of this memorandum is to confirm that no actual or reasonably foreseeable potential conflicts of interest exist that would preclude the Firm from accepting or continuing the proposed representation.
2. Methodology
The following steps were taken to conduct the conflict of interest review in connection with this proposed engagement:
1.  Database Searches. On April 19, 2022, the undersigned conducted comprehensive searches in the Firm's conflicts database, which is maintained within the Firm's new matter intake system (currently Greaves Services Inc.). The database includes records for all current, dormant, and closed client matters, as well as identified adverse parties, related parties, and third-party participants in each such matter.
2.  Entity Name Searches. All entity names, short names, trade names, "doing business as" names, and known aliases for each relevant party were searched. Searches were conducted using both exact-match and fuzzy-match algorithms to account for variations in spelling, abbreviations, and naming conventions.
3.  Individual Name Searches. The names of all principals, officers, directors, and known board members of each relevant party were individually searched. This included the names of the co-founders and managing partners of Pinnacle Capital Management LLC; the officers, co-founders, and general counsel of Verdana Software, Inc.; the individual board representatives of each existing institutional investor in Verdana; the lead attorneys at opposing counsel; and the engagement partner at Verdana's auditing firm.
4.  Third-Party Searches. The names of known opposing counsel (Langford Price & Associates LLP), co-counsel, financial advisors (Hargrove Securities LLC), auditors (Calloway & Cascade Insurance Brokers and Whitfield & Greer LLP), the fund administrator (Dralvecen Fund Services LLC), and the Target's existing lender (Pacific Summit Bank, N.A.) were searched to identify any current or prior representation of, or adverse engagement against, any such party.
5.  Cross-Referencing Active, Dormant, and Closed Matters. Search results were cross-referenced against all active matters, all dormant matters, and all matters closed within the preceding five years (i.e., matters closed on or after April 19, 2017), consistent with the Firm's conflicts review policy.
6.  Lateral Hire Screening Records. The Firm's lateral hire screening records were reviewed to determine whether any attorney who has laterally joined the Firm during the preceding five years may have had prior involvement with any of the listed parties at his or her former firm. This review was conducted in coordination with the Firm's General Counsel's office and the Professional Responsibility Committee.
7.  Supplemental Inquiry. In addition to the foregoing database searches, the undersigned circulated a preliminary party list to members of the Mergers & Acquisitions, Private Equity, and Technology Transactions practice groups via the Firm's internal conflicts notification system to solicit any knowledge of relationships or representations involving the listed parties that may not be reflected in the conflicts database.
All searches were completed on April 19, 2022, and the results are documented in Section 4 below.
3. Parties and Individuals Checked
The following parties and individuals were included in the conflict of interest search. The parties are organized by category and role in the proposed transaction.
3.1 Client (Investor)
Pinnacle Venture Fund II LP Delaware limited partnership EIN: 84-3921057 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025
Pinnacle Capital Management LLC Delaware limited liability company; general partner of Pinnacle Venture Fund II LP EIN: 84-2817634 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025
Elaine Whitford — Co-Founder & Managing Partner, Pinnacle Capital Management LLC
Derek Sung — Co-Founder & Managing Partner, Pinnacle Capital Management LLC
Marcus Trejo — Partner, Head of Growth Equity, Pinnacle Capital Management LLC
3.2 Target Company
Verdana Software, Inc. Delaware C-corporation EIN: 93-1485726 Delaware Secretary of State File Number: 6274913 1175 NW Couch Street, Suite 800, Portland, OR 97209
Raj Anand — Chief Executive Officer & Co-Founder, Verdana Software, Inc.
Lena Kovac — Chief Technology Officer & Co-Founder, Verdana Software, Inc.
Thomas Brightwell — Chief Financial Officer, Verdana Software, Inc.
Sandra Mikkelsen — General Counsel, Verdana Software, Inc.
3.3 Existing Investors in Verdana Software, Inc. (and Board Representatives)
Ridgeline Ventures Fund III LP Delaware limited partnership — Series A lead investor in Verdana
•  Priya Dasgupta — Partner, Ridgeline Ventures; member of the Verdana Board of Directors
Northgate Growth Partners Fund II LP Delaware limited partnership — Series B lead investor in Verdana
•  Elliott Margolis — Managing Director, Northgate Growth Partners; member of the Verdana Board of Directors
Brindoval Capital Group LLC Delaware limited liability company — Series C lead investor in Verdana
•  Diana Chen — Principal, Brindoval Capital Group; member of the Verdana Board of Directors
3.4 Opposing Counsel (Target's Counsel)
Langford Price & Associates LLP Oregon limited liability partnership 1000 SW Broadway, Suite 1600, Portland, OR 97205
•  Jonathan Hale — Lead Partner, Corporate & Venture Capital
•  Rebecca Thornton — Associate
3.5 Financial Advisor / Placement Agent
Hargrove Securities LLC Delaware limited liability company; FINRA-registered broker-dealer 600 Lexington Avenue, 22nd Floor, New York, NY 10022
•  Nathan Callister — Managing Director
3.6 Auditors.  
Calloway & Cascade Insurance Brokers California limited liability partnership; fund auditor to Pinnacle Venture Fund II LP 44 Montgomery Street, Suite 1200, San Francisco, CA 94104
Whitfield & Greer LLP Oregon limited liability partnership; auditor to Verdana Software, Inc. 888 SW Fifth Avenue, Suite 1400, Portland, OR 97204
•  Gerald Whitfield — Engagement Partner (Verdana audit)
3.7 Fund Administrator
Dralvecen Fund Services LLC Delaware limited liability company; fund administrator to Pinnacle Venture Fund II LP 300 Delaware Avenue, Suite 900, Wilmington, DE 19801
3.8 Lender.  
Pacific Summit Bank, N.A. National banking association; California 350 California Street, San Francisco, CA 94104
Pacific Summit Bank is Verdana Software, Inc.'s lender under an existing $10,000,000 revolving credit facility. Lender consent or notice may be required in connection with the proposed Series D issuance and the amendment of Verdana's charter, depending upon the terms of the credit agreement.
4. Search Results
Set forth below are the detailed results of the conflict of interest searches conducted for each party and individual listed in Section 3.
4.1 Pinnacle Venture Fund II LP / Pinnacle Capital Management LLC
A comprehensive search of the Firm's conflicts database returned no results for Pinnacle Venture Fund II LP or Pinnacle Capital Management LLC. Neither entity has been a client, adverse party, related party, or third-party participant in any current, dormant, or closed matter within the Firm's records. Additionally, individual name searches for Elaine Whitford, Derek Sung, and Marcus Trejo returned no matches in any capacity — neither as individual clients, corporate officers of any client or adverse party, nor as witnesses, consultants, or other participants in any Firm matter.
No adverse representations against Pinnacle Venture Fund II LP, Pinnacle Capital Management LLC, or any of the foregoing individuals were identified.
A review of the lateral hire screening records did not reveal any prior involvement by any Firm attorney with Pinnacle or its affiliates at a prior firm.
Result: Clear.
4.2 Verdana Software, Inc.
A comprehensive search of the Firm's conflicts database returned no results for Verdana Software, Inc. The entity has not appeared as a client, adverse party, related party, or third-party participant in any current, dormant, or closed matter within the Firm's records. Individual name searches for Raj Anand, Lena Kovac, Thomas Brightwell, and Sandra Mikkelsen returned no matches in any capacity.
No adverse representations against Verdana Software, Inc. or any of its officers or co-founders were identified.
A review of the lateral hire screening records did not reveal any prior involvement by any Firm attorney with Verdana at a prior firm.
Result: Clear.
4.3 Ridgeline Ventures Fund III LP
A comprehensive search of the Firm's conflicts database returned no results for Ridgeline Ventures Fund III LP or for any affiliated Ridgeline Ventures entity. An individual name search for Priya Dasgupta returned no matches in any capacity. No current or prior representation of Ridgeline Ventures Fund III LP was identified, and no adverse representation against Ridgeline was identified.
Result: Clear.
4.4 Northgate Growth Partners Fund II LP
A comprehensive search of the Firm's conflicts database returned no results for Northgate Growth Partners Fund II LP or for any affiliated Northgate Growth Partners entity. An individual name search for Elliott Margolis returned no matches in any capacity. No current or prior representation of Northgate Growth Partners Fund II LP was identified, and no adverse representation against Northgate was identified.
Result: Clear.
4.5 Brindoval Capital Group LLC
A comprehensive search of the Firm's conflicts database returned no results for Brindoval Capital Group LLC or for any affiliated Brindoval entity. An individual name search for Diana Chen returned no matches in any capacity. No current or prior representation of Brindoval Capital Group LLC was identified, and no adverse representation against Brindoval was identified.
Result: Clear.
4.6 Langford Price & Associates LLP
A comprehensive search of the Firm's conflicts database returned no results indicating that Langford Price & Associates LLP currently serves as co-counsel or opposing counsel to Calderwood & Harkness LLP in any active matter. No current or prior matters in which Langford Price appeared in any capacity were identified. Individual name searches for Jonathan Hale and Rebecca Thornton returned no matches.
A review of the lateral hire screening records did not reveal any attorneys currently at the Firm who previously practiced at Langford Price & Associates LLP.
It is noted for the record that Langford Price & Associates LLP will serve as counsel to the Target, Verdana Software, Inc., in this transaction and will therefore be situated as opposing counsel to the Firm. No conflict is created by this arrangement, and no waiver or screen is required.
Result: Clear.
4.7 Hargrove Securities LLC
A comprehensive search of the Firm's conflicts database returned no results for Hargrove Securities LLC. An individual name search for Nathan Callister returned no matches in any capacity. No current or prior engagement involving Hargrove Securities LLC was identified.
Result: Clear.
4.8 Calloway & Cascade Insurance Brokers
A comprehensive search of the Firm's conflicts database returned no results indicating that Calloway & Cascade Insurance Brokers is a party or adverse party in any current or closed Firm matter. Calloway & Cascade Insurance Brokers is identified as the fund auditor to Pinnacle Venture Fund II LP and may be relied upon during the course of the engagement for the provision of audited financial statements or other fund-level information. No conflict arises from this relationship, and no waiver or screen is required.
Result: Clear.
4.9 Whitfield & Greer LLP / Gerald Whitfield
A comprehensive search of the Firm's conflicts database returned no results for Whitfield & Greer LLP. An individual name search for Gerald Whitfield returned no matches in any capacity. No current or prior representation of, or adverse engagement against, Whitfield & Greer LLP or Gerald Whitfield was identified.
Result: Clear.
4.10 Dralvecen Fund Services LLC
A comprehensive search of the Firm's conflicts database returned no results for Dralvecen Fund Services LLC. No current or prior representation of, or adverse engagement against, Dralvecen Fund Services LLC was identified. Dralvecen Fund Services LLC serves as the fund administrator to Pinnacle Venture Fund II LP and may be contacted during the engagement in connection with capital call mechanics or LP notices. No conflict arises from this relationship.
Result: Clear.
4.11 Pacific Summit Bank, N.A.
A comprehensive search of the Firm's conflicts database returned no results for Pacific Summit Bank, N.A. No current representation of Pacific Summit Bank, N.A. was identified, and no current adverse representation against Pacific Summit Bank was identified.
It is noted for the record that Pacific Summit Bank, N.A. is Verdana Software, Inc.'s existing lender under a $10,000,000 revolving credit facility. Depending upon the terms of the credit agreement, lender consent or notification may be required in connection with the proposed Series D issuance and the related amendment and restatement of Verdana's Certificate of Incorporation. Calderwood & Harkness will not be representing Pacific Summit Bank, N.A. in any capacity in this transaction. No conflict is created by the bank's involvement in the transaction, and no waiver or screen is required.
Result: Clear.
5. Summary of Results
The following table summarizes the results of all conflict of interest searches conducted in connection with the proposed engagement:
All twenty-six (26) entity and individual searches returned a status of Clear. No actual conflicts of interest were identified. No potential conflicts of interest were identified that would require further analysis, the procurement of an informed written consent or waiver from any party, or the implementation of an ethical screen.
6. Conclusion and Clearance
Based on the foregoing search results and the analysis set forth in this memorandum, there are no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from undertaking the representation of Pinnacle Venture Fund II LP in connection with the proposed $60,000,000 Series D Preferred Stock investment in Verdana Software, Inc.
No waivers, informed consents, or ethical screens are required as a condition of the Firm's acceptance of this engagement. The representation does not implicate California Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients) or 1.9 (Duties to Former Clients), nor any comparable provision of the ABA Model Rules of Professional Conduct.
Accordingly, the engagement may proceed, subject to execution of the Firm's standard engagement letter and completion of all remaining new matter intake procedures.
This memorandum should be retained in the permanent matter file for Matter No. 1002-00004 (Billing Client No. PIN-0042) in accordance with Calderwood & Harkness LLP's Records Retention Policy (Section 7.3 — Conflict Check Documentation). In the event that new parties are identified during the course of the engagement, supplemental conflict searches will be conducted and documented in a supplemental memorandum to be appended to this file.
7. Approval
Prepared by:
________________________________________
Naomi Petersen Associate, Mergers & Acquisitions Calderwood & Harkness LLP
Date: April 19, 2022
Reviewed and Approved by:
________________________________________
Harrison Wexford Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP Date of Clearance: April 19, 2022
This memorandum is privileged and confidential attorney work product prepared in connection with Calderwood & Harkness LLP's internal conflicts review procedures. It is intended solely for the use of the Responsible Partner and other authorized Firm personnel. This memorandum should not be disclosed to the client or to any third party without the prior written approval of the Firm's General Counsel. Distribution outside the Firm is strictly prohibited.
No. | Party / Individual | Role | Conflict Status
1 | Pinnacle Venture Fund II LP | Client (Investor) | Clear
2 | Pinnacle Capital Management LLC | General Partner of Client | Clear
3 | Elaine Whitford | Co-Founder & Managing Partner, Pinnacle Capital Management | Clear
4 | Derek Sung | Co-Founder & Managing Partner, Pinnacle Capital Management | Clear
5 | Marcus Trejo | Partner, Head of Growth Equity, Pinnacle Capital Management | Clear
6 | Verdana Software, Inc. | Target Company | Clear
7 | Raj Anand | CEO & Co-Founder, Verdana Software | Clear
8 | Lena Kovac | CTO & Co-Founder, Verdana Software | Clear
9 | Thomas Brightwell | CFO, Verdana Software | Clear
10 | Sandra Mikkelsen | General Counsel, Verdana Software | Clear
11 | Ridgeline Ventures Fund III LP | Existing Investor (Series A Lead) | Clear
12 | Priya Dasgupta | Partner, Ridgeline Ventures; Verdana Board Member | Clear
13 | Northgate Growth Partners Fund II LP | Existing Investor (Series B Lead) | Clear
14 | Elliott Margolis | Managing Director, Northgate Growth Partners; Verdana Board Member | Clear
15 | Brindoval Capital Group LLC | Existing Investor (Series C Lead) | Clear
16 | Diana Chen | Principal, Brindoval Capital Group; Verdana Board Member | Clear
17 | Langford Price & Associates LLP | Target's Counsel (Opposing Counsel) | Clear
18 | Jonathan Hale | Lead Partner, Langford Price | Clear
19 | Rebecca Thornton | Associate, Langford Price | Clear
20 | Hargrove Securities LLC | Financial Advisor / Placement Agent | Clear
21 | Nathan Callister | Managing Director, Hargrove Securities | Clear
22 | Calloway & Cascade Insurance Brokers | Client's Fund Auditor | Clear
23 | Whitfield & Greer LLP | Target's Auditor | Clear
24 | Gerald Whitfield | Engagement Partner, Whitfield & Greer | Clear
25 | Dralvecen Fund Services LLC | Client's Fund Administrator | Clear
26 | Pacific Summit Bank, N.A. | Target's Existing Lender | Clear

MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

Record

Parties

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