Extract to table

" RECITALS WHEREAS, the Fund has been formed as a Delaware limited partnership for the purpose of making venture capital investments primarily in early-stage and growth-stage enterprise software and software-as-a-service ("SaaS") companies; WHEREAS, the Limited Partner has committed to subscribe for limited partnership interests in the Fund in the aggregate amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), as set forth in the Limited Partner's subscription agreement for the Fund (the "Subscription Agreement"); WHEREAS, the Fund is governed by that certain Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the date of the First Close (as such term is defined therein) (as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA"); WHEREAS, the Parties desire to enter into this Side Letter to supplement and, solely as between the General Partner and the Investor, modify certain terms and conditions of the Partnership Agreement on the terms and subject to the conditions set forth herein; WHEREAS, capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the Partnership Agreement; and WHEREAS, in the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall control and govern solely as between the General Partner and the Investor, and the Partnership Agreement shall otherwise remain in full force and effect with respect to all other limited partners of the Fund

00% per annum calculated on each limited partner's committed capital during the Investment Period), the management fee payable by the Investor with respect to its Commitment shall be calculated as follows: (a) During the Investment Period (commencing January 15, 2026 and ending on January 15, 2031, unless earlier terminated in accordance with the Partnership Agreement), the management fee payable by the Investor shall be reduced to 1

Such management fee shall be calculated and payable in the same manner (including quarterly in advance) as provided in the Partnership Agreement, except that the reduced rate of 1

75% per annum shall apply in lieu of the standard rate of 2

For the avoidance of doubt, no discount or reduction to the management fee shall apply with respect to the Investor during the post-Investment Period

3 For the avoidance of doubt, the management fee reduction set forth in this Section 1 applies solely to the Investor's Commitment and shall not affect or modify the management fee rate applicable to any other limited partner of the Fund