1002-00005 · Client 1002 · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 California Street, Suite 4200 San Francisco, California 94104

Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com

July 15, 2025

Engagement Reference No.: 1002-00005 Matter No.: 117443.00001

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

Pinnacle Capital Management LLC 2100 Sand Hill Road, Suite 340 Menlo Park, California 94025

Attention: Marcus Aldren, Founder & Managing Partner

Re: Engagement of Calderwood & Harkness LLP — Fund-Level Tax Structuring for Pinnacle Continuation Vehicle LP

Reference: Pinnacle Venture Fund II LP (EIN 84-3291067; Delaware LP File No. DE-LP-2019-04817) and the proposed formation of Pinnacle Continuation Vehicle LP

Dear Mr. Aldren:

1. Introduction and Engagement

We are pleased to confirm that Pinnacle Capital Management LLC ("Pinnacle Mgmt" or the "Client"), a limited liability company organized under the laws of the State of Delaware (EIN 82-6140538), in its capacity as the management company of Pinnacle Venture Fund II LP ("Fund II"), has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as tax structuring counsel in connection with the proposed formation, capitalization, and closing of Pinnacle Continuation Vehicle LP (the "CV" or "PCV").

As we understand it, this engagement arises in connection with a GP-led secondary transaction in which Fund II will contribute its portfolio of three software and software-as-a-service investments — Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc. — with an aggregate fair market value of approximately $1.34 billion (based on independent valuations as of June 30, 2025) to the CV. The transaction is designed to provide liquidity to existing limited partners electing to cash out, while permitting rolling limited partners and new secondary investors to participate in the continued growth of these portfolio companies through a newly formed continuation vehicle structure.

We understand that the general partner entity for Fund II is Pinnacle Capital Partners II LLC, a Delaware limited liability company (EIN 84-3291104), and that the proposed general partner entity for the CV is Pinnacle CV Partners LLC, which is to be formed as a Delaware limited liability company in connection with the CV transaction.

This letter (this "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of services to be provided, the personnel assigned to the matter, our fee arrangements, the responsibilities of the Client, and other important terms governing the attorney-client relationship between C&H and Pinnacle Mgmt. We ask that you review this letter carefully and, if it accurately reflects our mutual understanding, execute and return a copy to us in accordance with the instructions set forth in Section 13 below.

2. Scope of Engagement

2.1 Tax Structuring Services

C&H will provide U.S. federal income tax structuring advice, and where specifically indicated below, state-level income tax structuring advice, in connection with the CV transaction. The scope of our tax structuring services will specifically include the following work streams:

(a) Entity Selection and Formation Advice. C&H will advise on the selection of entity type for the CV, which is proposed to be formed as a Delaware limited partnership, and for the general partner entity, Pinnacle CV Partners LLC, which is proposed to be formed as a Delaware limited liability company classified as a partnership for U.S. federal income tax purposes. In addition, C&H will advise on the formation and tax classification of blocker entities to be used in the CV structure, specifically: (i) PCV Domestic blocker Inc., which is proposed to be organized as a Delaware C-corporation, and (ii) PCV International Holdings Ltd., which is proposed to be organized as a Cayman Islands exempted company. Our advice will address the tax implications of each entity's classification, the interposition of blocker vehicles in the investment structure, and the tax elections and filings necessary to achieve the intended tax treatment of each entity.

(b) Section 721 Contribution Mechanics. C&H will analyze and advise on the structuring of the contribution of Fund II's portfolio company interests to the CV as a tax-free contribution under Section 721 of the Internal Revenue Code of 1986, as amended (the "Code"). Section 721 generally provides that no gain or loss is recognized to a partnership or any of its partners upon a contribution of property to the partnership in exchange for a partnership interest. Our analysis will address the application of Section 721 to the specific facts of the contribution, including whether the requirements for non-recognition treatment are satisfied and whether any exceptions to Section 721 (including contributions to investment companies under Section 721(b)) may apply.

In connection with the Section 721 analysis, C&H will analyze the risk that all or a portion of the contribution could be recharacterized as a disguised sale under Section 707(a)(2)(B) of the Code and the Treasury Regulations promulgated thereunder. This analysis will consider the allocation of liabilities, the timing and nature of distributions to contributing partners, and the application of the two-year presumption under Treasury Regulation Section 1.707-3. We will recommend structures to mitigate disguised sale risk, including appropriate liability allocation provisions and distribution timing restrictions.

Upon completion of our analysis, C&H will prepare a tax opinion letter addressed to the Client addressing the non-recognition treatment of the Section 721 contribution (the "Section 721 Opinion"). The opinion will set forth the relevant facts, applicable law, and our conclusions regarding the tax treatment of the contribution, subject to customary assumptions and qualifications.

(c) Section 1202 QSBS Preservation. C&H will analyze whether the transfer of the portfolio company shares — specifically, the shares of Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc. — to the CV will preserve the qualified small business stock ("QSBS") status of such shares under Section 1202 of the Code. Section 1202 provides a partial or full exclusion from gross income for gain realized on the sale or exchange of QSBS held for more than five years, subject to certain per-issuer and aggregate limitations, and our analysis will address whether the interposition of the CV structure disrupts or preserves the availability of this exclusion.

Our QSBS analysis will give specific attention to the tacking of holding periods under Section 1202(h) of the Code, including the treatment of contributions to partnerships and the look-through rules applicable to partnership interests. We will pay particular attention to the Vectral Cloud Inc. holding period issue: as we understand it, the five-year holding period required under Section 1202(a)(1) for the Vectral Cloud shares will not be satisfied until March 2026, and we will analyze whether the contribution of these shares to the CV prior to the satisfaction of the five-year holding period creates any risk to the availability of the QSBS exclusion upon a future disposition.

Additionally, C&H will evaluate the aggregate gross asset thresholds applicable under Section 1202(d) at the time of original issuance for each of the three portfolio companies. Under Section 1202(d)(1), stock qualifies as QSBS only if, at the time of issuance, the aggregate gross assets of the issuing corporation did not exceed $50 million (taking into account amounts received in the issuance). We will review available financial records and representations from portfolio company management to confirm compliance with this threshold.

(d) Section 1061 Carried Interest Analysis. C&H will analyze the holding period implications under Section 1061 of the Code for the GP's existing carried interest in Fund II, which we understand constitutes a twenty percent (20%) carried interest that has been held since December 2019. Based on these facts, the three-year holding period required under Section 1061(a) for long-term capital gain treatment of gain allocated in respect of an applicable partnership interest ("API") was satisfied as of December 2022, and the existing carried interest should be eligible for long-term capital gain rates without recharacterization under Section 1061.

In connection with the roll of the GP's carried interest into the CV, C&H will structure a "legacy carry" tranche designed to preserve the existing Section 1061 holding period for the rolled carried interest. This structure will rely on the non-recognition contribution under Section 721 and the tacking rules applicable to partnership interests contributed to a new partnership, with the objective of ensuring that the three-year holding period that has already been satisfied for the legacy carried interest is not restarted upon the formation of the CV.

C&H will separately analyze the new CV carried interest — which we understand will be structured as a fifteen percent (15%) carried interest over a seven percent (7%) preferred return, utilizing a European-style (whole-fund) distribution waterfall — as a new applicable partnership interest under Section 1061 with a holding period commencing at the CV closing. Based on the target closing date of October 31, 2025, the three-year holding period for the new carried interest would be satisfied on October 31, 2028. We will advise on the implications of the bifurcated carry structure, including the allocation of gain between the legacy carry tranche and the new carry tranche.

In addition, C&H will advise on the bifurcation of legacy and new carry tranches among the three GP principals: Marcus Aldren (holding sixty-two percent (62%) of GP economics), Diana Tsao (holding twenty-eight percent (28%) of GP economics), and Rafael Montoya (holding ten percent (10%) of GP economics). Our advice will address the structuring of the GP entity's partnership agreement to reflect these allocations and the Section 1061 implications for each individual principal.

(e) blocker Architecture for Tax-Exempt and Non-U.S. Investors. C&H will design and advise on the domestic blocker entity, PCV Domestic blocker Inc., which is intended to block unrelated business taxable income ("UBTI") under Section 512 of the Code for U.S. tax-exempt limited partners investing in the CV. We understand that the following tax-exempt investors are expected to invest through the domestic blocker:

• Meridian Public Employees' Retirement System — anticipated commitment of $125 million

• Ashford University Endowment — anticipated commitment of $50 million

• Aggregate tax-exempt capital through domestic blocker: $175 million

C&H will also design and advise on the offshore blocker entity, PCV International Holdings Ltd., which is intended to block effectively connected income ("ECI") and withholding obligations under Sections 897 and 1446 of the Code (including obligations arising under the Foreign Investment in Real Property Tax Act, or "FIRPTA") for non-U.S. limited partners investing in the CV. We understand that the following non-U.S. investor is expected to invest through the offshore blocker:

• Sovereign Capital Partners (Cayman) Ltd. — anticipated commitment of $75 million

The total capital to be invested through the blocker entities is estimated at $250 million, representing approximately 23.3% of the total CV capitalization of approximately $1.074 billion. C&H will advise on the structural placement of the blockers within the CV capital structure, the flow of income and distributions through the blockers, and the tax reporting obligations of each blocker entity.

In connection with the offshore blocker, C&H will advise on the appropriate check-the-box election under Treasury Regulation Section 301.7701-3 for PCV International Holdings Ltd. We will prepare or review the Form 8832 (Entity Classification Election) to be filed with the Internal Revenue Service to ensure that PCV International Holdings Ltd. is classified as intended for U.S. federal income tax purposes.

(f) Section 704(b) and 704(c) Allocation Provisions. C&H will advise on the allocation methodology for the built-in gain inherent in the portfolio company interests to be contributed to the CV. Based on the information provided to us, the aggregate built-in gain on the three portfolio company investments is approximately $1.202 billion, calculated as the difference between the aggregate fair market value of $1.34 billion and the aggregate adjusted tax basis of $138 million. Proper allocation of this built-in gain is required under Section 704(c) of the Code to prevent the shifting of tax burdens between contributing partners and non-contributing partners.

C&H will analyze and recommend the appropriate Section 704(c) allocation method for the CV, evaluating the relative advantages and disadvantages of the traditional method, the traditional method with curative allocations, and the remedial allocation method, in light of the specific facts of the CV transaction, including the magnitude of the built-in gain, the expected holding periods for the portfolio companies, and the composition of the CV's investor base.

In addition, C&H will review and provide a markup of the tax-related provisions of the CV limited partnership agreement (the "LPA"), which will be drafted by Hawthorne Reid LLP. Our review will focus on the allocation provisions (including Section 704(b) economic effect and substantiality compliance, Section 704(c) methodology elections, and Section 754 election provisions), distribution waterfall mechanics as they relate to tax distributions, and any other provisions of the LPA that have material tax implications.

(g) Tax Protection Arrangements. C&H will draft a tax protection agreement (the "Tax Protection Agreement") for the benefit of the rolling limited partners in the CV. The Tax Protection Agreement will include the following key provisions:

• Minimum holding period covenants, restricting the CV from disposing of contributed portfolio company interests within specified periods

• Make-whole provisions, obligating the CV to indemnify protected partners for incremental tax liabilities arising from a taxable transaction within the protection period

• Mandatory liability allocation provisions designed to provide protected partners with sufficient shares of partnership liabilities to prevent disguised sale treatment under Section 707(a)(2)(B) in connection with distributions

C&H will coordinate with Hawthorne Reid LLP to ensure that the Tax Protection Agreement is consistent with the terms of the LPA and the other CV formation documents.

(h) State Tax Considerations. C&H will analyze state-level income tax obligations arising in connection with the CV transaction in the following jurisdictions: California, Delaware, Texas, Colorado, and New York. Our state tax analysis will address nexus considerations, composite return filing requirements, and withholding obligations applicable to nonresident partners of the CV.

Our analysis will specifically address the following state-specific issues:

• California. California does not conform to the federal Section 1202 QSBS exclusion, and accordingly, gain from the sale of QSBS that is excluded from federal gross income will be subject to California income tax at ordinary income rates, up to California's top capital gains rate of 13.3%. We will advise on the implications of California's non-conformity for the CV's California-resident partners and for the CV itself to the extent it has California-source income.

• Delaware. We will analyze Delaware's tax treatment of limited partnerships and limited liability companies, including the annual franchise tax and the absence of a Delaware state income tax on non-resident partners of Delaware partnerships.

• Texas. We will analyze the application of the Texas franchise tax (margin tax) to the CV and its blocker entities, including the determination of Texas-source revenue and applicable deductions.

• Colorado. We will analyze Colorado's 4.4% flat income tax rate and the state's pass-through entity withholding requirements for nonresident partners of partnerships doing business in or deriving income from Colorado.

• New York. We will analyze New York's income tax treatment of the CV's partners, including New York-source income allocation, the New York City unincorporated business tax, and withholding requirements for nonresident partners.

(i) Closing Documentation. C&H will prepare a closing tax certificate for execution by the general partner of the CV at the closing of the CV transaction. The closing tax certificate will contain customary representations and certifications regarding the tax treatment of the contribution and the CV's compliance with applicable tax requirements.

In addition, C&H will prepare or review such other tax-related transaction documents as may be reasonably necessary in connection with the closing, including tax representations and warranties in contribution agreements, tax indemnification provisions, and partner-level tax certifications (including Forms W-9 and W-8BEN-E, as applicable).

2.2 Scope Limitations

The Client acknowledges and agrees that C&H's engagement is strictly limited to the provision of tax structuring advice as described in Section 2.1 above. The Firm is not serving as fund formation counsel, corporate counsel, or securities counsel to the Client or any other party in connection with the CV transaction.

The Client has separately engaged Hawthorne Reid LLP (Vanessa Liu, Partner; 2000 University Avenue, Suite 500, Palo Alto, California 94303) to serve as fund formation and corporate counsel to Pinnacle Mgmt in connection with the CV transaction. Hawthorne Reid LLP will be responsible for drafting the CV limited partnership agreement, subscription agreements, side letters, transfer and contribution mechanics, and all other fund formation and corporate documents. C&H's role with respect to the LPA and other formation documents is limited to reviewing and marking up the tax-related provisions thereof, as described in Section 2.1(f) above.

Without limiting the generality of the foregoing, C&H is not providing advice on any of the following matters in connection with this engagement:

• Securities and Exchange Commission regulatory matters, including compliance with the Investment Advisers Act of 1940 or Regulation D under the Securities Act of 1933

• ERISA compliance, including "plan asset" regulations under 29 C.F.R. § 2510.3-101 (except to the extent that our UBTI blocking analysis in Section 2.1(e) relates to the investment activities of tax-exempt investors that are subject to ERISA)

• Anti-money laundering compliance, including the Bank Secrecy Act and applicable FinCEN regulations

• Foreign regulatory requirements, including any regulatory filings or approvals required under the laws of the Cayman Islands or any other non-U.S. jurisdiction in connection with the formation of PCV International Holdings Ltd.

C&H is not providing valuation services in connection with this engagement. The independent valuation of the portfolio company interests and the fairness opinion for the CV transaction will be provided by Kessler Pratt LLP (David Kessler, Managing Partner; 101 Montgomery Street, Suite 1800, San Francisco, California 94104). C&H will rely upon the valuations provided by Kessler Pratt as the basis for its tax analysis, including the determination of built-in gain under Section 704(c) and the assessment of fair market value for purposes of the QSBS gross asset threshold analysis, and will not independently verify such valuations.

C&H is not serving as auditor or tax return preparer in connection with this engagement. Audit and tax return preparation services for Pinnacle Mgmt, Fund II, and the CV are being provided by Andover & Strauss LLP (Patricia Clemons, Audit Partner; 350 South Grand Avenue, Suite 2600, Los Angeles, California 90071). C&H will coordinate with Andover & Strauss as reasonably necessary to ensure consistency between the tax structuring advice provided by C&H and the tax return reporting positions adopted by Andover & Strauss, but C&H assumes no responsibility for the accuracy or completeness of any tax returns or audit reports prepared by Andover & Strauss.

2.3 No Representation of Other Parties

C&H represents only Pinnacle Capital Management LLC in connection with this engagement. The Client acknowledges and agrees that C&H does not represent, and will not be providing legal advice to, any limited partner of Fund II or the CV, including without limitation:

• Any limited partner electing to roll its interest into the CV ("rolling LPs")

• Any limited partner electing to cash out its interest in Fund II in connection with the CV transaction ("cashing-out LPs")

• Any new investor subscribing for interests in the CV, including Garrison Secondaries Fund IV LP (the lead secondary buyer)

The Client understands that Garrison Secondaries Fund IV LP (Mitchell Adler, Partner; 399 Park Avenue, 22nd Floor, New York, New York 10022) is represented by its own independent legal counsel, Whitfield & Calloway LLP (Douglas Whitfield, Partner; 280 Park Avenue, 30th Floor, New York, New York 10017), and that C&H has no attorney-client relationship with, and no duty of confidentiality or loyalty to, Garrison Secondaries Fund IV LP or Whitfield & Calloway LLP.

The Client further acknowledges that Thornburg Mercer & Co. (Sandra Nakamura, Managing Director; 600 Lexington Avenue, 18th Floor, New York, New York 10022) is serving as exclusive financial advisor and placement agent for the CV transaction. C&H does not represent Thornburg Mercer & Co. and will not be providing legal advice to Thornburg Mercer & Co. in connection with the CV transaction.

Each limited partner of Fund II and the CV is encouraged to consult with its own tax advisors regarding the tax consequences of the CV transaction as they apply to such limited partner's individual circumstances. C&H's analysis and advice is directed solely to the Client and addresses fund-level tax structuring considerations; it does not address investor-level tax consequences.

3. Engagement Team

The following attorneys will be assigned to staff this engagement:

C&H may, from time to time, assign additional attorneys or other professionals (including tax specialists and paralegals) to this engagement as the needs of the matter require. The Client will receive prior notice of any material changes to the staffing of the engagement, including the assignment of any additional partners or senior associates. The hourly rates for any additional personnel will be consistent with C&H's standard rate schedule for attorneys and professionals of comparable seniority and experience.

Sylvia Hartwell will serve as the primary point of contact for the Client and as the Responsible Partner for this engagement. All substantive communications regarding the engagement should be directed to Ms. Hartwell in the first instance. Leonard Cross will serve as the Billing Partner and will be responsible for the preparation and review of all invoices issued in connection with this engagement.

4. Fees and Billing

4.1 Billing Structure

Services rendered by C&H in connection with this engagement will be billed on an hourly basis at the rates set forth in Section 3 above. Each attorney and professional assigned to the engagement will record time in increments of one-tenth (0.1) of an hour, and invoices will reflect the total hours expended by each timekeeper, the applicable hourly rate, and a description of the services performed.

Hourly rates are subject to annual adjustment, effective January 1 of each calendar year. The next scheduled rate adjustment will be effective January 1, 2026. C&H will provide the Client with reasonable advance notice of any rate adjustments. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.

4.2 Fee Estimate

Based on our current understanding of the anticipated scope of work, including the complexity of the CV transaction, the number of portfolio companies involved, the blocker architecture, the carried interest bifurcation, and the multi-state tax analysis, C&H estimates that total professional fees for this engagement will fall in the range of $650,000 to $850,000.

This estimate is provided for the Client's budgeting purposes only and does not constitute a fee cap, maximum fee, or fixed fee arrangement. Actual fees will depend on the complexity and duration of the engagement, including, without limitation, the extent and nature of negotiations with Garrison Secondaries Fund IV LP and its counsel (Whitfield & Calloway LLP), the number and complexity of limited partner elections received, the scope of state tax analysis required, the degree of revision required to the LPA tax provisions, and any changes in transaction structure or timeline that may arise during the course of the engagement. C&H will endeavor to keep the Client informed of the progress of fees relative to the estimate and will promptly notify the Client if it appears that fees may materially exceed the upper end of the estimated range.

4.3 Retainer. Upon execution of this Engagement Letter, the Client will pay to C&H a retainer in the amount of $150,000 (the "Retainer"). The Retainer will be deposited into the Firm's client trust account (IOLTA account) and held in trust for the benefit of the Client in accordance with the California Rules of Professional Conduct.

The Retainer will be credited against the final invoice rendered by C&H in connection with this engagement. In the event that total fees and expenses incurred in connection with the engagement do not reach $150,000, the unused portion of the Retainer will be refunded to the Client within thirty (30) days following the conclusion of the engagement. The Retainer is not intended to limit or cap the Client's fee obligations under this Engagement Letter; if total fees and expenses exceed $150,000, the Client will be responsible for the excess in accordance with the invoicing and payment terms set forth in Section 4.5 below.

4.4 Expenses. The Client will reimburse C&H for reasonable out-of-pocket expenses incurred in connection with the engagement, including but not limited to travel expenses (airfare, lodging, ground transportation, and meals), document production and reproduction costs, electronic research charges, messenger and courier fees, and long-distance telephone charges. Reimbursable expenses are subject to a cap of $25,000 for the duration of the engagement.

The foregoing expense cap excludes: (i) filing fees, including state entity formation fees for PCV Domestic blocker Inc. (Delaware) and PCV International Holdings Ltd. (Cayman Islands), and any other governmental filing fees incurred in connection with the CV transaction; and (ii) third-party costs, including fees for outside counsel opinions, if any, and fees for specialized local counsel in non-U.S. jurisdictions. Such excluded items will be billed to the Client at cost without application of the expense cap.

Any expenses exceeding the $25,000 cap (exclusive of the excluded items described above) will require the prior written approval of the Client before being incurred. C&H will provide reasonable supporting documentation for all expenses upon request.

4.5 Invoicing and Payment

C&H will issue invoices to the Client on a monthly basis. Each invoice will describe the services rendered during the applicable billing period, the hours expended by each timekeeper, the applicable hourly rates, and the out-of-pocket expenses incurred. Invoices will be sent to the Client at the address set forth at the beginning of this letter, or to such other address as the Client may designate in writing.

Payment of each invoice is due within thirty (30) days of the invoice date. The Client agrees to remit payment by wire transfer or check to the account specified on the invoice. Past-due amounts will bear interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if less), calculated from the due date until the date of payment.

In the event that any invoice remains unpaid for more than sixty (60) days after the invoice date, C&H reserves the right, upon reasonable notice to the Client and subject to the Firm's obligations under the California Rules of Professional Conduct, to suspend work on the engagement until the outstanding balance is brought current.

5. Key Transaction Parameters

For context, and to confirm the Firm's understanding of the proposed transaction as of the date of this Engagement Letter, the following key transaction parameters are noted. The Client should review these parameters and promptly notify C&H of any inaccuracies or material changes:

Fund II Overview:

• Total committed capital: $875,000,000

• Called capital: $831,250,000 (approximately 95% drawn)

• Gross net asset value as of June 30, 2025: $1,820,000,000

• Net net asset value as of June 30, 2025: $1,560,000,000

Portfolio Companies to Be Transferred to CV:

• Aggregate unrealized gain: $1,202,000,000

• Implied gross multiple on invested capital (MOIC): 9.71×

CV Capitalization:

• Total CV capitalization at close: approximately $1,074,000,000

• Rolling LP commitments: $680,000,000

• Garrison Secondaries Fund IV LP commitment: $380,000,000

• GP co-investment: $14,000,000

CV Proposed Terms:

• Fund term: Five (5) years, with two (2) one-year extension options at the discretion of the GP

• Management fee: 1.25% per annum, calculated on net asset value

• Carried interest: 15% over a 7% preferred return, utilizing a European-style (whole-fund) distribution waterfall

Transaction Timeline:

• Target first close: October 15, 2025

• Target final close: October 31, 2025

Escrow Agent:

• Coastal Fiduciary Trust Company (Alan Driscoll, Vice President; 100 Summer Street, Suite 1500, Boston, Massachusetts 02110)

The foregoing parameters are based on information provided by the Client and its advisors as of the date of this Engagement Letter. C&H's tax structuring advice will be based on these parameters, as they may be updated or modified during the course of the engagement. The Client agrees to promptly notify C&H of any material changes to the foregoing parameters that could affect C&H's analysis or recommendations.

6. Deliverables and Timeline

Based on the anticipated scope of work and the target transaction timeline described in Section 5, the Firm anticipates producing the following primary deliverables on the target dates indicated:

The foregoing target dates are estimates only and are subject to adjustment based on a number of factors, including: (i) the timeliness and completeness of information provided by the Client and its other advisors; (ii) the availability of diligence materials from the portfolio companies, including historical financial statements, capitalization tables, and QSBS qualification documentation; (iii) the timing of delivery of draft formation documents from Hawthorne Reid LLP; (iv) the pace and scope of negotiations with Garrison Secondaries Fund IV LP and Whitfield & Calloway LLP; and (v) any changes to the transaction structure or timeline. C&H will use commercially reasonable efforts to adhere to the target dates and will promptly notify the Client of any anticipated delays.

7. Client Responsibilities

The Client acknowledges that the timely and effective completion of C&H's engagement depends in significant part on the Client's cooperation and responsiveness. In connection with this engagement, the Client agrees to:

(a) Provide C&H with timely access to organizational documents, financial statements (including audited and unaudited financial statements), tax returns (including federal and state partnership returns, Schedules K-1, and any related work papers), capitalization records, and other records of Fund II, the GP entities (Pinnacle Capital Partners II LLC and Pinnacle CV Partners LLC), and the portfolio companies (Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc.) as reasonably requested by C&H in connection with this engagement.

(b) Facilitate introductions to, and information requests from, portfolio company management as necessary for QSBS diligence and other tax analysis. The Client will use its best efforts to ensure that the following portfolio company contacts are available to respond to C&H's inquiries on a timely basis: Priya Venkatesh (Luminos Systems Inc.), Jonathan Hargrove (ClearArc Software Inc.), and Elena Kowalski (Vectral Cloud Inc.).

(c) Coordinate with Hawthorne Reid LLP (Vanessa Liu) to ensure timely delivery of the draft CV limited partnership agreement and other formation documents to C&H for review and markup of tax-related provisions, in accordance with the timeline set forth in Section 6 above.

(d) Provide C&H with LP election information promptly following the LP election deadline of September 15, 2025, including the identity and tax status of each electing limited partner, the amount of each LP's election (roll or cash-out), and any relevant tax certifications or forms received from limited partners.

(e) Promptly respond to requests for information, factual confirmations, and document requests from C&H, and approve or provide comments on deliverables within a reasonable time following their delivery, so as not to delay the overall engagement timeline.

The Client understands that delays in providing information or responding to requests may result in corresponding delays in C&H's deliverables and may affect the Firm's ability to meet the target dates set forth in Section 6. C&H will not be responsible for any adverse consequences resulting from the Client's failure to provide timely and accurate information.

8. Confidentiality

All information provided by or on behalf of the Client to C&H in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be maintained in accordance with C&H's confidentiality policies and procedures. To the extent applicable, such information will be protected by the attorney-client privilege and/or the work product doctrine, and C&H will take reasonable measures to preserve the confidentiality and privileged nature of such information.

C&H will not disclose confidential information received from the Client to any third party without the Client's prior written consent, except as may be required by applicable law, court order, or professional obligation (including C&H's obligations under the California Rules of Professional Conduct). In the event that C&H is compelled by law or court order to disclose confidential information, C&H will provide the Client with prompt written notice of such compulsion (to the extent permitted by law) and will cooperate with the Client in seeking a protective order or other appropriate remedy.

Notwithstanding the foregoing, the Client hereby authorizes C&H to share tax-related information with Hawthorne Reid LLP (Vanessa Liu) on a need-to-know basis in connection with the coordination of C&H's tax structuring work and Hawthorne Reid's preparation of the CV formation documents. Such sharing of information is intended to facilitate the efficient completion of the CV transaction and will be limited to information that is reasonably necessary for the preparation and finalization of the LPA tax provisions, the Tax Protection Agreement, and other formation documents that have tax-related components.

9. Conflicts of Interest

C&H has conducted a comprehensive conflicts check in accordance with the Firm's internal conflicts procedures and the applicable provisions of the California Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this Engagement Letter, C&H does not represent any party with interests materially adverse to the Client in connection with the CV transaction or any related matter.

Specifically, C&H confirms that the Firm does not currently represent, and has not within the preceding twelve (12) months represented, Garrison Secondaries Fund IV LP, Whitfield & Calloway LLP, or any limited partner of Fund II in any matter that is substantially related to the subject matter of this engagement.

The Client acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions, and that the Firm may currently represent, or may in the future represent, other clients in matters unrelated to this engagement that involve entities operating in the venture capital, private equity, or secondary fund sectors. The Client consents to such unrelated representations, provided that they do not create a direct conflict of interest with the Client under the applicable rules of professional conduct. In the event that a potential conflict of interest arises during the course of this engagement, C&H will promptly notify the Client and will take appropriate steps to address the conflict, including seeking the Client's informed written consent to the extent required.

10. Limitation of Liability and Disclaimers

C&H's advice and deliverables in connection with this engagement are based on the existing provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published rulings and other guidance issued by the Internal Revenue Service, applicable state tax statutes and regulations, and relevant judicial authorities, in each case as in effect and as interpreted as of the date of the applicable deliverable. Tax laws and their interpretations are subject to change at any time, potentially with retroactive effect. C&H is not responsible for, and assumes no obligation to monitor or advise the Client with respect to, changes in law, regulations, or IRS interpretive positions that occur after the date of any deliverable, unless the parties separately agree in writing to an ongoing advisory arrangement.

C&H's opinions, analyses, and recommendations are necessarily based on the facts, assumptions, and representations provided to the Firm by the Client and by the Client's other professional advisors, including Hawthorne Reid LLP, Kessler Pratt LLP, and Andover & Strauss LLP. C&H does not independently verify financial data, valuations, capitalization information, or other factual representations provided to the Firm. If any such facts, assumptions, or representations prove to be inaccurate or incomplete, C&H's conclusions may be affected, and C&H will not be liable for any adverse consequences resulting from reliance on inaccurate or incomplete information provided by the Client or third parties.

This engagement does not include the ongoing monitoring of the Client's or the CV's tax compliance following the closing of the CV transaction, nor does it include monitoring of changes in applicable law or regulations following the closing. Any request for post-closing tax advisory services, including advice on the preparation of tax returns, ongoing Section 704(c) allocations, or future dispositions of portfolio company interests, will be treated as a separate engagement and will require a separate engagement letter and fee arrangement.

11. Termination

Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Written notice of termination shall be delivered in accordance with the notice provisions set forth in this Engagement Letter.

Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all expenses incurred through the effective date of termination. Any outstanding invoices will become immediately due and payable. The Retainer, to the extent not previously applied to fees and expenses, will be applied to the final invoice, and any remaining balance will be refunded to the Client within thirty (30) days following the effective date of termination.

In the event of termination, C&H will take reasonable steps to protect the Client's interests during the transition period, including cooperating with successor counsel designated by the Client, transferring relevant files and work product to the Client or its successor counsel (subject to C&H's right to retain copies for its records and in compliance with applicable professional obligations), and providing reasonable assistance to facilitate an orderly transition. The Client acknowledges that C&H's obligations following termination are limited to those steps that are reasonably necessary to avoid prejudice to the Client's interests and do not include the completion of work in progress.

12. Governing Law and Dispute Resolution

This Engagement Letter, and the attorney-client relationship established hereunder, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.

Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the services provided hereunder, including any dispute regarding the interpretation, validity, enforceability, or breach of this Engagement Letter, shall be resolved by binding arbitration administered in San Francisco, California, in accordance with the then-current commercial arbitration rules of JAMS. The arbitration shall be conducted before a single arbitrator with expertise in legal malpractice or professional services disputes. The arbitrator's decision shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.

Nothing in this Section 12 shall preclude either party from seeking interim or provisional relief, including temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction in San Francisco, California, to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.

13. Acknowledgment and Signature block

If the foregoing accurately reflects the terms of our engagement, we respectfully request that you countersign this Engagement Letter in the space provided below and return one fully executed copy to the undersigned, together with the Retainer payment of $150,000, payable in accordance with the wire instructions set forth in Enclosure 1 hereto.

We are grateful for the opportunity to serve as tax structuring counsel to Pinnacle Capital Management LLC in connection with this important transaction, and we look forward to working with you and your team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

PINNACLE CAPITAL MANAGEMENT LLC

By: ________

Name: Marcus Aldren

Title: Founder & Managing Partner

Date: ________

Enclosures

Enclosure 1: Wire Instructions for Retainer Payment ($150,000)

Bank Name: Westvale Securities ABA Routing No.: 321081669 Account Name: Calderwood & Harkness LLP — Client Trust Account Account No.: XXXXXXXX-4892 Reference: 1002-00005 / Pinnacle Capital Management LLC

Enclosure 2: Form W-9 for Calderwood & Harkness LLP

Distribution:

cc: Diana Tsao, Co-Managing Partner, Pinnacle Capital Management LLC cc: Leonard Cross, Partner, Calderwood & Harkness LLP cc: Vanessa Liu, Partner, Hawthorne Reid LLP (by agreement of Client)

Name	Role	Hourly Rate
Sylvia Hartwell	Responsible Partner, Tax Department. Ms. Hartwell has twenty-three (23) years of experience in fund formation and tax structuring, with particular expertise in continuation vehicles, GP-led secondary transactions, and partnership taxation.	$1,650/hour
Leonard Cross	Billing Partner, Tax Department. Mr. Cross has eighteen (18) years of experience specializing in partnership taxation and carried interest structures, including Section 1061 analysis, waterfall design, and co-investment tax planning.	$1,550/hour
Garrett Simmons	Lead Associate, Tax Department. Mr. Simmons has six (6) years of experience with a focus on continuation vehicles, secondary transactions, and tax-deferred contribution structures under Section 721.	$975/hour
Leila Nazari	Working Associate, Tax Department. Ms. Nazari has three (3) years of experience with a focus on QSBS planning under Section 1202, Section 1061 carried interest analysis, and international tax structuring.	$750/hour
Portfolio Company	EIN	Fair Market Value	Cost Basis	Fully Diluted Ownership
Luminos Systems Inc.	47-8823156	$612,000,000	$58,500,000	24.7%
ClearArc Software Inc.	83-5519274	$468,000,000	$37,400,000	31.2%
Vectral Cloud Inc.	85-1102847	$260,000,000	$42,100,000	18.9%
Total	$1,340,000,000	$138,000,000
Deliverable	Target Date
Comprehensive tax structure memorandum (addressing entity selection, Section 721 mechanics, disguised sale analysis, and overall CV tax architecture)	August 8, 2025
QSBS preservation analysis memorandum (Section 1202 holding period tacking, gross asset threshold compliance, and portfolio company-specific analysis, included with or concurrent to the comprehensive structure memorandum)	August 8, 2025
Section 1061 carried interest memorandum (legacy carry preservation, new carry API analysis, and GP principal bifurcation, included with or concurrent to the comprehensive structure memorandum)	August 8, 2025
Blocker entity structure memorandum (domestic and offshore blocker design, UBTI and ECI blocking analysis, check-the-box election guidance)	August 15, 2025
Section 704(c) allocation methodology memorandum (analysis and recommendation of 704(c) method, built-in gain allocation mechanics)	August 22, 2025
Markup of tax provisions in draft CV limited partnership agreement (received from Hawthorne Reid LLP)	September 5, 2025
Draft tax protection agreement (minimum holding period covenants, make-whole provisions, mandatory liability allocation)	September 12, 2025
State tax nexus and withholding analysis (California, Delaware, Texas, Colorado, and New York)	September 19, 2025
Draft Section 721 tax opinion letter	October 10, 2025
Form of closing tax certificate	October 10, 2025
Final deliverables for closing (finalized opinion, certificate, and executed documents)	October 31, 2025 (target final close)

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 California Street, Suite 4200 San Francisco, California 94104
Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com
July 15, 2025
Engagement Reference No.: 1002-00005 Matter No.: 117443.00001
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Pinnacle Capital Management LLC 2100 Sand Hill Road, Suite 340 Menlo Park, California 94025
Attention: Marcus Aldren, Founder & Managing Partner
Re: Engagement of Calderwood & Harkness LLP — Fund-Level Tax Structuring for Pinnacle Continuation Vehicle LP
Reference: Pinnacle Venture Fund II LP (EIN 84-3291067; Delaware LP File No. DE-LP-2019-04817) and the proposed formation of Pinnacle Continuation Vehicle LP
Dear Mr. Aldren:
1. Introduction and Engagement
We are pleased to confirm that Pinnacle Capital Management LLC ("Pinnacle Mgmt" or the "Client"), a limited liability company organized under the laws of the State of Delaware (EIN 82-6140538), in its capacity as the management company of Pinnacle Venture Fund II LP ("Fund II"), has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as tax structuring counsel in connection with the proposed formation, capitalization, and closing of Pinnacle Continuation Vehicle LP (the "CV" or "PCV").
As we understand it, this engagement arises in connection with a GP-led secondary transaction in which Fund II will contribute its portfolio of three software and software-as-a-service investments — Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc. — with an aggregate fair market value of approximately $1.34 billion (based on independent valuations as of June 30, 2025) to the CV. The transaction is designed to provide liquidity to existing limited partners electing to cash out, while permitting rolling limited partners and new secondary investors to participate in the continued growth of these portfolio companies through a newly formed continuation vehicle structure.
We understand that the general partner entity for Fund II is Pinnacle Capital Partners II LLC, a Delaware limited liability company (EIN 84-3291104), and that the proposed general partner entity for the CV is Pinnacle CV Partners LLC, which is to be formed as a Delaware limited liability company in connection with the CV transaction.
This letter (this "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of services to be provided, the personnel assigned to the matter, our fee arrangements, the responsibilities of the Client, and other important terms governing the attorney-client relationship between C&H and Pinnacle Mgmt. We ask that you review this letter carefully and, if it accurately reflects our mutual understanding, execute and return a copy to us in accordance with the instructions set forth in Section 13 below.
2. Scope of Engagement
2.1 Tax Structuring Services
C&H will provide U.S. federal income tax structuring advice, and where specifically indicated below, state-level income tax structuring advice, in connection with the CV transaction. The scope of our tax structuring services will specifically include the following work streams:
(a) Entity Selection and Formation Advice.  C&H will advise on the selection of entity type for the CV, which is proposed to be formed as a Delaware limited partnership, and for the general partner entity, Pinnacle CV Partners LLC, which is proposed to be formed as a Delaware limited liability company classified as a partnership for U.S. federal income tax purposes. In addition, C&H will advise on the formation and tax classification of blocker entities to be used in the CV structure, specifically: (i) PCV Domestic blocker Inc., which is proposed to be organized as a Delaware C-corporation, and (ii) PCV International Holdings Ltd., which is proposed to be organized as a Cayman Islands exempted company. Our advice will address the tax implications of each entity's classification, the interposition of blocker vehicles in the investment structure, and the tax elections and filings necessary to achieve the intended tax treatment of each entity.
(b) Section 721 Contribution Mechanics.  C&H will analyze and advise on the structuring of the contribution of Fund II's portfolio company interests to the CV as a tax-free contribution under Section 721 of the Internal Revenue Code of 1986, as amended (the "Code"). Section 721 generally provides that no gain or loss is recognized to a partnership or any of its partners upon a contribution of property to the partnership in exchange for a partnership interest. Our analysis will address the application of Section 721 to the specific facts of the contribution, including whether the requirements for non-recognition treatment are satisfied and whether any exceptions to Section 721 (including contributions to investment companies under Section 721(b)) may apply.
In connection with the Section 721 analysis, C&H will analyze the risk that all or a portion of the contribution could be recharacterized as a disguised sale under Section 707(a)(2)(B) of the Code and the Treasury Regulations promulgated thereunder. This analysis will consider the allocation of liabilities, the timing and nature of distributions to contributing partners, and the application of the two-year presumption under Treasury Regulation Section 1.707-3. We will recommend structures to mitigate disguised sale risk, including appropriate liability allocation provisions and distribution timing restrictions.
Upon completion of our analysis, C&H will prepare a tax opinion letter addressed to the Client addressing the non-recognition treatment of the Section 721 contribution (the "Section 721 Opinion"). The opinion will set forth the relevant facts, applicable law, and our conclusions regarding the tax treatment of the contribution, subject to customary assumptions and qualifications.
(c) Section 1202 QSBS Preservation.  C&H will analyze whether the transfer of the portfolio company shares — specifically, the shares of Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc. — to the CV will preserve the qualified small business stock ("QSBS") status of such shares under Section 1202 of the Code. Section 1202 provides a partial or full exclusion from gross income for gain realized on the sale or exchange of QSBS held for more than five years, subject to certain per-issuer and aggregate limitations, and our analysis will address whether the interposition of the CV structure disrupts or preserves the availability of this exclusion.
Our QSBS analysis will give specific attention to the tacking of holding periods under Section 1202(h) of the Code, including the treatment of contributions to partnerships and the look-through rules applicable to partnership interests. We will pay particular attention to the Vectral Cloud Inc. holding period issue: as we understand it, the five-year holding period required under Section 1202(a)(1) for the Vectral Cloud shares will not be satisfied until March 2026, and we will analyze whether the contribution of these shares to the CV prior to the satisfaction of the five-year holding period creates any risk to the availability of the QSBS exclusion upon a future disposition.
Additionally, C&H will evaluate the aggregate gross asset thresholds applicable under Section 1202(d) at the time of original issuance for each of the three portfolio companies. Under Section 1202(d)(1), stock qualifies as QSBS only if, at the time of issuance, the aggregate gross assets of the issuing corporation did not exceed $50 million (taking into account amounts received in the issuance). We will review available financial records and representations from portfolio company management to confirm compliance with this threshold.
(d) Section 1061 Carried Interest Analysis.  C&H will analyze the holding period implications under Section 1061 of the Code for the GP's existing carried interest in Fund II, which we understand constitutes a twenty percent (20%) carried interest that has been held since December 2019. Based on these facts, the three-year holding period required under Section 1061(a) for long-term capital gain treatment of gain allocated in respect of an applicable partnership interest ("API") was satisfied as of December 2022, and the existing carried interest should be eligible for long-term capital gain rates without recharacterization under Section 1061.
In connection with the roll of the GP's carried interest into the CV, C&H will structure a "legacy carry" tranche designed to preserve the existing Section 1061 holding period for the rolled carried interest. This structure will rely on the non-recognition contribution under Section 721 and the tacking rules applicable to partnership interests contributed to a new partnership, with the objective of ensuring that the three-year holding period that has already been satisfied for the legacy carried interest is not restarted upon the formation of the CV.
C&H will separately analyze the new CV carried interest — which we understand will be structured as a fifteen percent (15%) carried interest over a seven percent (7%) preferred return, utilizing a European-style (whole-fund) distribution waterfall — as a new applicable partnership interest under Section 1061 with a holding period commencing at the CV closing. Based on the target closing date of October 31, 2025, the three-year holding period for the new carried interest would be satisfied on October 31, 2028. We will advise on the implications of the bifurcated carry structure, including the allocation of gain between the legacy carry tranche and the new carry tranche.
In addition, C&H will advise on the bifurcation of legacy and new carry tranches among the three GP principals: Marcus Aldren (holding sixty-two percent (62%) of GP economics), Diana Tsao (holding twenty-eight percent (28%) of GP economics), and Rafael Montoya (holding ten percent (10%) of GP economics). Our advice will address the structuring of the GP entity's partnership agreement to reflect these allocations and the Section 1061 implications for each individual principal.
(e) blocker Architecture for Tax-Exempt and Non-U.S. Investors.  C&H will design and advise on the domestic blocker entity, PCV Domestic blocker Inc., which is intended to block unrelated business taxable income ("UBTI") under Section 512 of the Code for U.S. tax-exempt limited partners investing in the CV. We understand that the following tax-exempt investors are expected to invest through the domestic blocker:
•  Meridian Public Employees' Retirement System — anticipated commitment of $125 million
•  Ashford University Endowment — anticipated commitment of $50 million
•  Aggregate tax-exempt capital through domestic blocker: $175 million
C&H will also design and advise on the offshore blocker entity, PCV International Holdings Ltd., which is intended to block effectively connected income ("ECI") and withholding obligations under Sections 897 and 1446 of the Code (including obligations arising under the Foreign Investment in Real Property Tax Act, or "FIRPTA") for non-U.S. limited partners investing in the CV. We understand that the following non-U.S. investor is expected to invest through the offshore blocker:
•  Sovereign Capital Partners (Cayman) Ltd. — anticipated commitment of $75 million
The total capital to be invested through the blocker entities is estimated at $250 million, representing approximately 23.3% of the total CV capitalization of approximately $1.074 billion. C&H will advise on the structural placement of the blockers within the CV capital structure, the flow of income and distributions through the blockers, and the tax reporting obligations of each blocker entity.
In connection with the offshore blocker, C&H will advise on the appropriate check-the-box election under Treasury Regulation Section 301.7701-3 for PCV International Holdings Ltd. We will prepare or review the Form 8832 (Entity Classification Election) to be filed with the Internal Revenue Service to ensure that PCV International Holdings Ltd. is classified as intended for U.S. federal income tax purposes.
(f) Section 704(b) and 704(c) Allocation Provisions.  C&H will advise on the allocation methodology for the built-in gain inherent in the portfolio company interests to be contributed to the CV. Based on the information provided to us, the aggregate built-in gain on the three portfolio company investments is approximately $1.202 billion, calculated as the difference between the aggregate fair market value of $1.34 billion and the aggregate adjusted tax basis of $138 million. Proper allocation of this built-in gain is required under Section 704(c) of the Code to prevent the shifting of tax burdens between contributing partners and non-contributing partners.
C&H will analyze and recommend the appropriate Section 704(c) allocation method for the CV, evaluating the relative advantages and disadvantages of the traditional method, the traditional method with curative allocations, and the remedial allocation method, in light of the specific facts of the CV transaction, including the magnitude of the built-in gain, the expected holding periods for the portfolio companies, and the composition of the CV's investor base.
In addition, C&H will review and provide a markup of the tax-related provisions of the CV limited partnership agreement (the "LPA"), which will be drafted by Hawthorne Reid LLP. Our review will focus on the allocation provisions (including Section 704(b) economic effect and substantiality compliance, Section 704(c) methodology elections, and Section 754 election provisions), distribution waterfall mechanics as they relate to tax distributions, and any other provisions of the LPA that have material tax implications.
(g) Tax Protection Arrangements.  C&H will draft a tax protection agreement (the "Tax Protection Agreement") for the benefit of the rolling limited partners in the CV. The Tax Protection Agreement will include the following key provisions:
•  Minimum holding period covenants, restricting the CV from disposing of contributed portfolio company interests within specified periods
•  Make-whole provisions, obligating the CV to indemnify protected partners for incremental tax liabilities arising from a taxable transaction within the protection period
•  Mandatory liability allocation provisions designed to provide protected partners with sufficient shares of partnership liabilities to prevent disguised sale treatment under Section 707(a)(2)(B) in connection with distributions
C&H will coordinate with Hawthorne Reid LLP to ensure that the Tax Protection Agreement is consistent with the terms of the LPA and the other CV formation documents.
(h) State Tax Considerations.  C&H will analyze state-level income tax obligations arising in connection with the CV transaction in the following jurisdictions: California, Delaware, Texas, Colorado, and New York. Our state tax analysis will address nexus considerations, composite return filing requirements, and withholding obligations applicable to nonresident partners of the CV.
Our analysis will specifically address the following state-specific issues:
•  California. California does not conform to the federal Section 1202 QSBS exclusion, and accordingly, gain from the sale of QSBS that is excluded from federal gross income will be subject to California income tax at ordinary income rates, up to California's top capital gains rate of 13.3%. We will advise on the implications of California's non-conformity for the CV's California-resident partners and for the CV itself to the extent it has California-source income.
•  Delaware. We will analyze Delaware's tax treatment of limited partnerships and limited liability companies, including the annual franchise tax and the absence of a Delaware state income tax on non-resident partners of Delaware partnerships.
•  Texas. We will analyze the application of the Texas franchise tax (margin tax) to the CV and its blocker entities, including the determination of Texas-source revenue and applicable deductions.
•  Colorado. We will analyze Colorado's 4.4% flat income tax rate and the state's pass-through entity withholding requirements for nonresident partners of partnerships doing business in or deriving income from Colorado.
•  New York. We will analyze New York's income tax treatment of the CV's partners, including New York-source income allocation, the New York City unincorporated business tax, and withholding requirements for nonresident partners.
(i) Closing Documentation.  C&H will prepare a closing tax certificate for execution by the general partner of the CV at the closing of the CV transaction. The closing tax certificate will contain customary representations and certifications regarding the tax treatment of the contribution and the CV's compliance with applicable tax requirements.
In addition, C&H will prepare or review such other tax-related transaction documents as may be reasonably necessary in connection with the closing, including tax representations and warranties in contribution agreements, tax indemnification provisions, and partner-level tax certifications (including Forms W-9 and W-8BEN-E, as applicable).
2.2 Scope Limitations
The Client acknowledges and agrees that C&H's engagement is strictly limited to the provision of tax structuring advice as described in Section 2.1 above. The Firm is not serving as fund formation counsel, corporate counsel, or securities counsel to the Client or any other party in connection with the CV transaction.
The Client has separately engaged Hawthorne Reid LLP (Vanessa Liu, Partner; 2000 University Avenue, Suite 500, Palo Alto, California 94303) to serve as fund formation and corporate counsel to Pinnacle Mgmt in connection with the CV transaction. Hawthorne Reid LLP will be responsible for drafting the CV limited partnership agreement, subscription agreements, side letters, transfer and contribution mechanics, and all other fund formation and corporate documents. C&H's role with respect to the LPA and other formation documents is limited to reviewing and marking up the tax-related provisions thereof, as described in Section 2.1(f) above.
Without limiting the generality of the foregoing, C&H is not providing advice on any of the following matters in connection with this engagement:
•  Securities and Exchange Commission regulatory matters, including compliance with the Investment Advisers Act of 1940 or Regulation D under the Securities Act of 1933
•  ERISA compliance, including "plan asset" regulations under 29 C.F.R. § 2510.3-101 (except to the extent that our UBTI blocking analysis in Section 2.1(e) relates to the investment activities of tax-exempt investors that are subject to ERISA)
•  Anti-money laundering compliance, including the Bank Secrecy Act and applicable FinCEN regulations
•  Foreign regulatory requirements, including any regulatory filings or approvals required under the laws of the Cayman Islands or any other non-U.S. jurisdiction in connection with the formation of PCV International Holdings Ltd.
C&H is not providing valuation services in connection with this engagement. The independent valuation of the portfolio company interests and the fairness opinion for the CV transaction will be provided by Kessler Pratt LLP (David Kessler, Managing Partner; 101 Montgomery Street, Suite 1800, San Francisco, California 94104). C&H will rely upon the valuations provided by Kessler Pratt as the basis for its tax analysis, including the determination of built-in gain under Section 704(c) and the assessment of fair market value for purposes of the QSBS gross asset threshold analysis, and will not independently verify such valuations.
C&H is not serving as auditor or tax return preparer in connection with this engagement. Audit and tax return preparation services for Pinnacle Mgmt, Fund II, and the CV are being provided by Andover & Strauss LLP (Patricia Clemons, Audit Partner; 350 South Grand Avenue, Suite 2600, Los Angeles, California 90071). C&H will coordinate with Andover & Strauss as reasonably necessary to ensure consistency between the tax structuring advice provided by C&H and the tax return reporting positions adopted by Andover & Strauss, but C&H assumes no responsibility for the accuracy or completeness of any tax returns or audit reports prepared by Andover & Strauss.
2.3 No Representation of Other Parties
C&H represents only Pinnacle Capital Management LLC in connection with this engagement. The Client acknowledges and agrees that C&H does not represent, and will not be providing legal advice to, any limited partner of Fund II or the CV, including without limitation:
•  Any limited partner electing to roll its interest into the CV ("rolling LPs")
•  Any limited partner electing to cash out its interest in Fund II in connection with the CV transaction ("cashing-out LPs")
•  Any new investor subscribing for interests in the CV, including Garrison Secondaries Fund IV LP (the lead secondary buyer)
The Client understands that Garrison Secondaries Fund IV LP (Mitchell Adler, Partner; 399 Park Avenue, 22nd Floor, New York, New York 10022) is represented by its own independent legal counsel, Whitfield & Calloway LLP (Douglas Whitfield, Partner; 280 Park Avenue, 30th Floor, New York, New York 10017), and that C&H has no attorney-client relationship with, and no duty of confidentiality or loyalty to, Garrison Secondaries Fund IV LP or Whitfield & Calloway LLP.
The Client further acknowledges that Thornburg Mercer & Co. (Sandra Nakamura, Managing Director; 600 Lexington Avenue, 18th Floor, New York, New York 10022) is serving as exclusive financial advisor and placement agent for the CV transaction. C&H does not represent Thornburg Mercer & Co. and will not be providing legal advice to Thornburg Mercer & Co. in connection with the CV transaction.
Each limited partner of Fund II and the CV is encouraged to consult with its own tax advisors regarding the tax consequences of the CV transaction as they apply to such limited partner's individual circumstances. C&H's analysis and advice is directed solely to the Client and addresses fund-level tax structuring considerations; it does not address investor-level tax consequences.
3. Engagement Team
The following attorneys will be assigned to staff this engagement:
C&H may, from time to time, assign additional attorneys or other professionals (including tax specialists and paralegals) to this engagement as the needs of the matter require. The Client will receive prior notice of any material changes to the staffing of the engagement, including the assignment of any additional partners or senior associates. The hourly rates for any additional personnel will be consistent with C&H's standard rate schedule for attorneys and professionals of comparable seniority and experience.
Sylvia Hartwell will serve as the primary point of contact for the Client and as the Responsible Partner for this engagement. All substantive communications regarding the engagement should be directed to Ms. Hartwell in the first instance. Leonard Cross will serve as the Billing Partner and will be responsible for the preparation and review of all invoices issued in connection with this engagement.
4. Fees and Billing
4.1 Billing Structure
Services rendered by C&H in connection with this engagement will be billed on an hourly basis at the rates set forth in Section 3 above. Each attorney and professional assigned to the engagement will record time in increments of one-tenth (0.1) of an hour, and invoices will reflect the total hours expended by each timekeeper, the applicable hourly rate, and a description of the services performed.
Hourly rates are subject to annual adjustment, effective January 1 of each calendar year. The next scheduled rate adjustment will be effective January 1, 2026. C&H will provide the Client with reasonable advance notice of any rate adjustments. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.
4.2 Fee Estimate
Based on our current understanding of the anticipated scope of work, including the complexity of the CV transaction, the number of portfolio companies involved, the blocker architecture, the carried interest bifurcation, and the multi-state tax analysis, C&H estimates that total professional fees for this engagement will fall in the range of $650,000 to $850,000.
This estimate is provided for the Client's budgeting purposes only and does not constitute a fee cap, maximum fee, or fixed fee arrangement. Actual fees will depend on the complexity and duration of the engagement, including, without limitation, the extent and nature of negotiations with Garrison Secondaries Fund IV LP and its counsel (Whitfield & Calloway LLP), the number and complexity of limited partner elections received, the scope of state tax analysis required, the degree of revision required to the LPA tax provisions, and any changes in transaction structure or timeline that may arise during the course of the engagement. C&H will endeavor to keep the Client informed of the progress of fees relative to the estimate and will promptly notify the Client if it appears that fees may materially exceed the upper end of the estimated range.
4.3 Retainer.  Upon execution of this Engagement Letter, the Client will pay to C&H a retainer in the amount of $150,000 (the "Retainer"). The Retainer will be deposited into the Firm's client trust account (IOLTA account) and held in trust for the benefit of the Client in accordance with the California Rules of Professional Conduct.
The Retainer will be credited against the final invoice rendered by C&H in connection with this engagement. In the event that total fees and expenses incurred in connection with the engagement do not reach $150,000, the unused portion of the Retainer will be refunded to the Client within thirty (30) days following the conclusion of the engagement. The Retainer is not intended to limit or cap the Client's fee obligations under this Engagement Letter; if total fees and expenses exceed $150,000, the Client will be responsible for the excess in accordance with the invoicing and payment terms set forth in Section 4.5 below.
4.4 Expenses.  The Client will reimburse C&H for reasonable out-of-pocket expenses incurred in connection with the engagement, including but not limited to travel expenses (airfare, lodging, ground transportation, and meals), document production and reproduction costs, electronic research charges, messenger and courier fees, and long-distance telephone charges. Reimbursable expenses are subject to a cap of $25,000 for the duration of the engagement.
The foregoing expense cap excludes: (i) filing fees, including state entity formation fees for PCV Domestic blocker Inc. (Delaware) and PCV International Holdings Ltd. (Cayman Islands), and any other governmental filing fees incurred in connection with the CV transaction; and (ii) third-party costs, including fees for outside counsel opinions, if any, and fees for specialized local counsel in non-U.S. jurisdictions. Such excluded items will be billed to the Client at cost without application of the expense cap.
Any expenses exceeding the $25,000 cap (exclusive of the excluded items described above) will require the prior written approval of the Client before being incurred. C&H will provide reasonable supporting documentation for all expenses upon request.
4.5 Invoicing and Payment
C&H will issue invoices to the Client on a monthly basis. Each invoice will describe the services rendered during the applicable billing period, the hours expended by each timekeeper, the applicable hourly rates, and the out-of-pocket expenses incurred. Invoices will be sent to the Client at the address set forth at the beginning of this letter, or to such other address as the Client may designate in writing.
Payment of each invoice is due within thirty (30) days of the invoice date. The Client agrees to remit payment by wire transfer or check to the account specified on the invoice. Past-due amounts will bear interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if less), calculated from the due date until the date of payment.
In the event that any invoice remains unpaid for more than sixty (60) days after the invoice date, C&H reserves the right, upon reasonable notice to the Client and subject to the Firm's obligations under the California Rules of Professional Conduct, to suspend work on the engagement until the outstanding balance is brought current.
5. Key Transaction Parameters
For context, and to confirm the Firm's understanding of the proposed transaction as of the date of this Engagement Letter, the following key transaction parameters are noted. The Client should review these parameters and promptly notify C&H of any inaccuracies or material changes:
Fund II Overview:
•  Total committed capital: $875,000,000
•  Called capital: $831,250,000 (approximately 95% drawn)
•  Gross net asset value as of June 30, 2025: $1,820,000,000
•  Net net asset value as of June 30, 2025: $1,560,000,000
Portfolio Companies to Be Transferred to CV:
•  Aggregate unrealized gain: $1,202,000,000
•  Implied gross multiple on invested capital (MOIC): 9.71×
CV Capitalization:
•  Total CV capitalization at close: approximately $1,074,000,000
•  Rolling LP commitments: $680,000,000
•  Garrison Secondaries Fund IV LP commitment: $380,000,000
•  GP co-investment: $14,000,000
CV Proposed Terms:
•  Fund term: Five (5) years, with two (2) one-year extension options at the discretion of the GP
•  Management fee: 1.25% per annum, calculated on net asset value
•  Carried interest: 15% over a 7% preferred return, utilizing a European-style (whole-fund) distribution waterfall
Transaction Timeline:
•  Target first close: October 15, 2025
•  Target final close: October 31, 2025
Escrow Agent:
•  Coastal Fiduciary Trust Company (Alan Driscoll, Vice President; 100 Summer Street, Suite 1500, Boston, Massachusetts 02110)
The foregoing parameters are based on information provided by the Client and its advisors as of the date of this Engagement Letter. C&H's tax structuring advice will be based on these parameters, as they may be updated or modified during the course of the engagement. The Client agrees to promptly notify C&H of any material changes to the foregoing parameters that could affect C&H's analysis or recommendations.
6. Deliverables and Timeline
Based on the anticipated scope of work and the target transaction timeline described in Section 5, the Firm anticipates producing the following primary deliverables on the target dates indicated:
The foregoing target dates are estimates only and are subject to adjustment based on a number of factors, including: (i) the timeliness and completeness of information provided by the Client and its other advisors; (ii) the availability of diligence materials from the portfolio companies, including historical financial statements, capitalization tables, and QSBS qualification documentation; (iii) the timing of delivery of draft formation documents from Hawthorne Reid LLP; (iv) the pace and scope of negotiations with Garrison Secondaries Fund IV LP and Whitfield & Calloway LLP; and (v) any changes to the transaction structure or timeline. C&H will use commercially reasonable efforts to adhere to the target dates and will promptly notify the Client of any anticipated delays.
7. Client Responsibilities
The Client acknowledges that the timely and effective completion of C&H's engagement depends in significant part on the Client's cooperation and responsiveness. In connection with this engagement, the Client agrees to:
(a) Provide C&H with timely access to organizational documents, financial statements (including audited and unaudited financial statements), tax returns (including federal and state partnership returns, Schedules K-1, and any related work papers), capitalization records, and other records of Fund II, the GP entities (Pinnacle Capital Partners II LLC and Pinnacle CV Partners LLC), and the portfolio companies (Luminos Systems Inc., ClearArc Software Inc., and Vectral Cloud Inc.) as reasonably requested by C&H in connection with this engagement.
(b) Facilitate introductions to, and information requests from, portfolio company management as necessary for QSBS diligence and other tax analysis. The Client will use its best efforts to ensure that the following portfolio company contacts are available to respond to C&H's inquiries on a timely basis: Priya Venkatesh (Luminos Systems Inc.), Jonathan Hargrove (ClearArc Software Inc.), and Elena Kowalski (Vectral Cloud Inc.).
(c) Coordinate with Hawthorne Reid LLP (Vanessa Liu) to ensure timely delivery of the draft CV limited partnership agreement and other formation documents to C&H for review and markup of tax-related provisions, in accordance with the timeline set forth in Section 6 above.
(d) Provide C&H with LP election information promptly following the LP election deadline of September 15, 2025, including the identity and tax status of each electing limited partner, the amount of each LP's election (roll or cash-out), and any relevant tax certifications or forms received from limited partners.
(e) Promptly respond to requests for information, factual confirmations, and document requests from C&H, and approve or provide comments on deliverables within a reasonable time following their delivery, so as not to delay the overall engagement timeline.
The Client understands that delays in providing information or responding to requests may result in corresponding delays in C&H's deliverables and may affect the Firm's ability to meet the target dates set forth in Section 6. C&H will not be responsible for any adverse consequences resulting from the Client's failure to provide timely and accurate information.
8. Confidentiality
All information provided by or on behalf of the Client to C&H in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be maintained in accordance with C&H's confidentiality policies and procedures. To the extent applicable, such information will be protected by the attorney-client privilege and/or the work product doctrine, and C&H will take reasonable measures to preserve the confidentiality and privileged nature of such information.
C&H will not disclose confidential information received from the Client to any third party without the Client's prior written consent, except as may be required by applicable law, court order, or professional obligation (including C&H's obligations under the California Rules of Professional Conduct). In the event that C&H is compelled by law or court order to disclose confidential information, C&H will provide the Client with prompt written notice of such compulsion (to the extent permitted by law) and will cooperate with the Client in seeking a protective order or other appropriate remedy.
Notwithstanding the foregoing, the Client hereby authorizes C&H to share tax-related information with Hawthorne Reid LLP (Vanessa Liu) on a need-to-know basis in connection with the coordination of C&H's tax structuring work and Hawthorne Reid's preparation of the CV formation documents. Such sharing of information is intended to facilitate the efficient completion of the CV transaction and will be limited to information that is reasonably necessary for the preparation and finalization of the LPA tax provisions, the Tax Protection Agreement, and other formation documents that have tax-related components.
9. Conflicts of Interest
C&H has conducted a comprehensive conflicts check in accordance with the Firm's internal conflicts procedures and the applicable provisions of the California Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this Engagement Letter, C&H does not represent any party with interests materially adverse to the Client in connection with the CV transaction or any related matter.
Specifically, C&H confirms that the Firm does not currently represent, and has not within the preceding twelve (12) months represented, Garrison Secondaries Fund IV LP, Whitfield & Calloway LLP, or any limited partner of Fund II in any matter that is substantially related to the subject matter of this engagement.
The Client acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions, and that the Firm may currently represent, or may in the future represent, other clients in matters unrelated to this engagement that involve entities operating in the venture capital, private equity, or secondary fund sectors. The Client consents to such unrelated representations, provided that they do not create a direct conflict of interest with the Client under the applicable rules of professional conduct. In the event that a potential conflict of interest arises during the course of this engagement, C&H will promptly notify the Client and will take appropriate steps to address the conflict, including seeking the Client's informed written consent to the extent required.
10. Limitation of Liability and Disclaimers
C&H's advice and deliverables in connection with this engagement are based on the existing provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published rulings and other guidance issued by the Internal Revenue Service, applicable state tax statutes and regulations, and relevant judicial authorities, in each case as in effect and as interpreted as of the date of the applicable deliverable. Tax laws and their interpretations are subject to change at any time, potentially with retroactive effect. C&H is not responsible for, and assumes no obligation to monitor or advise the Client with respect to, changes in law, regulations, or IRS interpretive positions that occur after the date of any deliverable, unless the parties separately agree in writing to an ongoing advisory arrangement.
C&H's opinions, analyses, and recommendations are necessarily based on the facts, assumptions, and representations provided to the Firm by the Client and by the Client's other professional advisors, including Hawthorne Reid LLP, Kessler Pratt LLP, and Andover & Strauss LLP. C&H does not independently verify financial data, valuations, capitalization information, or other factual representations provided to the Firm. If any such facts, assumptions, or representations prove to be inaccurate or incomplete, C&H's conclusions may be affected, and C&H will not be liable for any adverse consequences resulting from reliance on inaccurate or incomplete information provided by the Client or third parties.
This engagement does not include the ongoing monitoring of the Client's or the CV's tax compliance following the closing of the CV transaction, nor does it include monitoring of changes in applicable law or regulations following the closing. Any request for post-closing tax advisory services, including advice on the preparation of tax returns, ongoing Section 704(c) allocations, or future dispositions of portfolio company interests, will be treated as a separate engagement and will require a separate engagement letter and fee arrangement.
11. Termination
Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Written notice of termination shall be delivered in accordance with the notice provisions set forth in this Engagement Letter.
Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all expenses incurred through the effective date of termination. Any outstanding invoices will become immediately due and payable. The Retainer, to the extent not previously applied to fees and expenses, will be applied to the final invoice, and any remaining balance will be refunded to the Client within thirty (30) days following the effective date of termination.
In the event of termination, C&H will take reasonable steps to protect the Client's interests during the transition period, including cooperating with successor counsel designated by the Client, transferring relevant files and work product to the Client or its successor counsel (subject to C&H's right to retain copies for its records and in compliance with applicable professional obligations), and providing reasonable assistance to facilitate an orderly transition. The Client acknowledges that C&H's obligations following termination are limited to those steps that are reasonably necessary to avoid prejudice to the Client's interests and do not include the completion of work in progress.
12. Governing Law and Dispute Resolution
This Engagement Letter, and the attorney-client relationship established hereunder, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.
Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the services provided hereunder, including any dispute regarding the interpretation, validity, enforceability, or breach of this Engagement Letter, shall be resolved by binding arbitration administered in San Francisco, California, in accordance with the then-current commercial arbitration rules of JAMS. The arbitration shall be conducted before a single arbitrator with expertise in legal malpractice or professional services disputes. The arbitrator's decision shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.
Nothing in this Section 12 shall preclude either party from seeking interim or provisional relief, including temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction in San Francisco, California, to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.
13. Acknowledgment and Signature block
If the foregoing accurately reflects the terms of our engagement, we respectfully request that you countersign this Engagement Letter in the space provided below and return one fully executed copy to the undersigned, together with the Retainer payment of $150,000, payable in accordance with the wire instructions set forth in Enclosure 1 hereto.
We are grateful for the opportunity to serve as tax structuring counsel to Pinnacle Capital Management LLC in connection with this important transaction, and we look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
PINNACLE CAPITAL MANAGEMENT LLC
By: ________
Name: Marcus Aldren
Title: Founder & Managing Partner
Date: ________
Enclosures
Enclosure 1: Wire Instructions for Retainer Payment ($150,000)
Bank Name: Westvale Securities ABA Routing No.: 321081669 Account Name: Calderwood & Harkness LLP — Client Trust Account Account No.: XXXXXXXX-4892 Reference: 1002-00005 / Pinnacle Capital Management LLC
Enclosure 2: Form W-9 for Calderwood & Harkness LLP
Distribution:
cc: Diana Tsao, Co-Managing Partner, Pinnacle Capital Management LLC cc: Leonard Cross, Partner, Calderwood & Harkness LLP cc: Vanessa Liu, Partner, Hawthorne Reid LLP (by agreement of Client)
Name | Role | Hourly Rate
Sylvia Hartwell | Responsible Partner, Tax Department. Ms. Hartwell has twenty-three (23) years of experience in fund formation and tax structuring, with particular expertise in continuation vehicles, GP-led secondary transactions, and partnership taxation. | $1,650/hour
Leonard Cross | Billing Partner, Tax Department. Mr. Cross has eighteen (18) years of experience specializing in partnership taxation and carried interest structures, including Section 1061 analysis, waterfall design, and co-investment tax planning. | $1,550/hour
Garrett Simmons | Lead Associate, Tax Department. Mr. Simmons has six (6) years of experience with a focus on continuation vehicles, secondary transactions, and tax-deferred contribution structures under Section 721. | $975/hour
Leila Nazari | Working Associate, Tax Department. Ms. Nazari has three (3) years of experience with a focus on QSBS planning under Section 1202, Section 1061 carried interest analysis, and international tax structuring. | $750/hour
Portfolio Company | EIN | Fair Market Value | Cost Basis | Fully Diluted Ownership
Luminos Systems Inc. | 47-8823156 | $612,000,000 | $58,500,000 | 24.7%
ClearArc Software Inc. | 83-5519274 | $468,000,000 | $37,400,000 | 31.2%
Vectral Cloud Inc. | 85-1102847 | $260,000,000 | $42,100,000 | 18.9%
Total | $1,340,000,000 | $138,000,000
Deliverable | Target Date
Comprehensive tax structure memorandum (addressing entity selection, Section 721 mechanics, disguised sale analysis, and overall CV tax architecture) | August 8, 2025
QSBS preservation analysis memorandum (Section 1202 holding period tacking, gross asset threshold compliance, and portfolio company-specific analysis, included with or concurrent to the comprehensive structure memorandum) | August 8, 2025
Section 1061 carried interest memorandum (legacy carry preservation, new carry API analysis, and GP principal bifurcation, included with or concurrent to the comprehensive structure memorandum) | August 8, 2025
Blocker entity structure memorandum (domestic and offshore blocker design, UBTI and ECI blocking analysis, check-the-box election guidance) | August 15, 2025
Section 704(c) allocation methodology memorandum (analysis and recommendation of 704(c) method, built-in gain allocation mechanics) | August 22, 2025
Markup of tax provisions in draft CV limited partnership agreement (received from Hawthorne Reid LLP) | September 5, 2025
Draft tax protection agreement (minimum holding period covenants, make-whole provisions, mandatory liability allocation) | September 12, 2025
State tax nexus and withholding analysis (California, Delaware, Texas, Colorado, and New York) | September 19, 2025
Draft Section 721 tax opinion letter | October 10, 2025
Form of closing tax certificate | October 10, 2025
Final deliverables for closing (finalized opinion, certificate, and executed documents) | October 31, 2025 (target final close)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

PINNACLE CAPITAL MANAGEMENT LLC

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