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Contract analysis / client-closing-letter.docx
client-closing-letter.docx
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Medium · 1
Standard · 6
1. Introduction and Purpose of Letter
1. Introduction and Purpose of Letter Calderwood & Harkness LLP is pleased to confirm that the Series A Preferred Stock financing (the "Financing") of Quillen Technologies, Inc., a Delaware corporation ("Quillen" or the "Company"), closed on June 15, 2026. All conditions to closing set forth in the Series A Preferred Stock Purchase Agreement were satisfied or waived, all funds were wired, all documents were executed
2. Summary of Transaction
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⚑ Commercial term
2. Summary of Transaction 2.1 Overview. The Financing was structured as a Series A Preferred Stock financing governed by the Delaware General Corporation Law (the "DGCL"). The transaction was documented using forms substantially based on the National Venture Capital Association (NVCA) model documents, with certain modifications negotiated among the parties as described herein and set forth in the executed agreements.
3. Board Composition
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⚑ Indemnity / guarantee obligation
3. Board Composition Following the closing of the Financing, the Board of Directors of the Company consists of five (5) seats, allocated as follows: (a) Two (2) seats elected by the holders of Common Stock, voting as a separate class. These seats are designated for founder nominees. As of closing, Dr. Amara Osei and Julian Voss continue to serve in these capacities. (b) Two (2) seats elected by the holders of Series
4. Protective Provisions
4. Protective Provisions Pursuant to the Amended and Restated Certificate of Incorporation, the holders of Series A Preferred Stock (voting as a separate class) hold consent rights over specified corporate actions by the Company. These protective provisions are based on the standard NVCA form and require the affirmative written consent or vote of the holders of a majority of the then-outstanding shares of Series A Pr
5. List of Executed Closing Documents
5. List of Executed Closing Documents The following is a complete list of all documents executed at or delivered in connection with the closing of the Financing. Copies of all documents listed below are included in the closing binder being delivered under separate cover:
1. Series A Preferred Stock Purchase Agreement, dated June 15, 2026, among Quillen Techno
1. Series A Preferred Stock Purchase Agreement, dated June 15, 2026, among Quillen Technologies, Inc. and the Investors named therein (including the Schedule of Investors and the Disclosure Schedules delivered by the Company thereunder).
2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc., filed
2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc., filed with the Secretary of State of the State of Delaware on June 15, 2026 (Delaware File Number 7384219).
3. Investors' Rights Agreement, dated June 15, 2026, among Quillen Technologies, Inc., th
3. Investors' Rights Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Series A Investors, and the holders of Series Seed Preferred Stock.
4. Right of First Refusal and Co-Sale Agreement, dated June 15, 2026, among Quillen Techn
4. Right of First Refusal and Co-Sale Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors named therein, and the Key Holders named therein.
5. Voting Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors
5. Voting Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors named therein, and the Key Holders named therein.
6. Management Rights Letter — Pinnacle Venture Fund II LP, dated June 15, 2026, issued by
6. Management Rights Letter — Pinnacle Venture Fund II LP, dated June 15, 2026, issued by Quillen Technologies, Inc. in favor of Pinnacle (providing management rights sufficient to qualify Pinnacle's investment as a venture capital operating company investment under DOL Regulation § 2510.3-101(d)).
7. Management Rights Letter — Blackthorn Growth Fund III LP, dated June 15, 2026, issued
7. Management Rights Letter — Blackthorn Growth Fund III LP, dated June 15, 2026, issued by Quillen Technologies, Inc. in favor of Blackthorn Growth Fund III LP.
8. Indemnification Agreement between Quillen Technologies, Inc. and Christine Aldridge, d
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⚑ Indemnity / guarantee obligation
8. Indemnification Agreement between Quillen Technologies, Inc. and Christine Aldridge, dated June 15, 2026.
9. Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights)
9. Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights), dated June 15, 2026, between Quillen Technologies, Inc. and Pinnacle.
10. Legal Opinion of Fenwick, Torres & Keane LLP (Company Counsel), dated June 15, 2026,
10. Legal Opinion of Fenwick, Torres & Keane LLP (Company Counsel), dated June 15, 2026, addressed to the Investors and their counsel, opining as to the due organization and good standing of the Company, the authorization and valid issuance of the Series A Preferred Stock, and certain other customary matters.
11. Secretary's Certificate of Quillen Technologies, Inc., dated June 15, 2026, certifyin
11. Secretary's Certificate of Quillen Technologies, Inc., dated June 15, 2026, certifying the Amended and Restated Certificate of Incorporation, the bylaws (as amended and currently in effect), the resolutions of the Board of Directors approving the Financing and the issuance of Series A Preferred Stock, and the stockholder consents approving the charter amendment and related matters.
12. Officer's Compliance Certificate executed by Dr. Amara Osei, Chief Executive Officer
12. Officer's Compliance Certificate executed by Dr. Amara Osei, Chief Executive Officer of Quillen Technologies, Inc., dated June 15, 2026, confirming the truth and accuracy of the Company's representations and warranties as of the closing date and the satisfaction of all closing conditions set forth in the Series A Preferred Stock Purchase Agreement.
13. Bring-Down Certificate of Quillen Technologies, Inc., dated June 15, 2026, confirming
13. Bring-Down Certificate of Quillen Technologies, Inc., dated June 15, 2026, confirming the continued accuracy of the Company's representations and warranties and the absence of any material adverse effect with respect to the Company since the date of the Series A Preferred Stock Purchase Agreement.
14. Written Consent of the Board of Directors of Quillen Technologies, Inc., dated June 1
14. Written Consent of the Board of Directors of Quillen Technologies, Inc., dated June 15, 2026, approving the Financing, the charter amendment, the issuance of Series A Preferred Stock, and the Company's entry into all transaction documents.
15. Written Consent of the Stockholders of Quillen Technologies, Inc., dated June 15, 202
15. Written Consent of the Stockholders of Quillen Technologies, Inc., dated June 15, 2026, approving the charter amendment, the increase in authorized shares, the expansion of the option pool to 3,000,000 shares under the 2023 Equity Incentive Plan, and the Financing.
16. Schedule of Investors listing all Series A purchasers, the number of shares purchased
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⚑ Commercial term
16. Schedule of Investors listing all Series A purchasers, the number of shares purchased by each, and the respective purchase prices, including convertible note conversion shares and the conversion prices applicable thereto.
17. Funds Flow Memorandum, dated June 15, 2026, setting forth wire transfer instructions
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⚑ Commercial term
17. Funds Flow Memorandum, dated June 15, 2026, setting forth wire transfer instructions for the payment of the aggregate purchase price by each Investor, as well as the reimbursement of investor counsel fees.
6. Pinnacle's Key Ongoing Rights Under Transaction Agreements
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⚑ Commercial term
6. Pinnacle's Key Ongoing Rights Under Transaction Agreements The following is a summary of Pinnacle's principal ongoing rights and obligations under the transaction agreements executed in connection with the Financing. This summary is provided for convenience and reference purposes only and is qualified in its entirety by the terms of the applicable agreements. In the event of any inconsistency between this summary
7. Post-Closing Action Items
7. Post-Closing Action Items A separate Post-Closing Obligations Memorandum has been prepared and is being delivered concurrently herewith, which sets forth in detail all post-closing action items and the responsible parties for each. For ease of reference, the following key post-closing items are highlighted:
1. Amended and Restated Certificate of Incorporation — Filing Confirmation. The Amended a
1. Amended and Restated Certificate of Incorporation — Filing Confirmation. The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on June 15, 2026. A file-stamped copy has been obtained and is included in the closing binder.
2. Updated Stock Ledger and Issuance of Book-Entry Notices or Stock Certificates. The Com
2. Updated Stock Ledger and Issuance of Book-Entry Notices or Stock Certificates. The Company is responsible for updating its stock ledger to reflect the issuance of all shares of Series A Preferred Stock (both new money shares and conversion shares) and for delivering book-entry notices or stock certificates (as applicable) to all investors and converting note holders promptly following closing.
3. Section 83(b) Election Reminders. To the extent that any founder shares subject to the
3. Section 83(b) Election Reminders. To the extent that any founder shares subject to the new vesting schedules described in Section 6.7 above may be treated as newly subject to a substantial risk of forfeiture for federal income tax purposes, the applicable founders should consider filing elections under Section 83(b) of the Internal Revenue Code within thirty (30) days of the closing date. Calderwood & Harkness LLP
4. D&O Insurance Confirmation. The Company is obligated to obtain and maintain directors'
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⚑ Commercial term
4. D&O Insurance Confirmation. The Company is obligated to obtain and maintain directors' and officers' liability insurance in amounts and with coverage terms satisfactory to the Board of Directors. The Company should provide confirmation of such insurance coverage to Pinnacle and to Christine Aldridge as Board designee.
5. Updated Bylaws. The Company should adopt updated bylaws reflecting the post-Financing
5. Updated Bylaws. The Company should adopt updated bylaws reflecting the post-Financing governance structure, including Board composition, committee formation, and any other changes necessitated by the transaction.
6. First Post-Close Board Meeting. The first meeting of the Board of Directors following
6. First Post-Close Board Meeting. The first meeting of the Board of Directors following the closing is scheduled for June 22, 2026. The agenda and related materials should be circulated to all Board members in advance.
7. Blue Sky / State Securities Notice Filings. The Company is responsible for making any
7. Blue Sky / State Securities Notice Filings. The Company is responsible for making any required state securities notice filings in connection with the issuance of Series A Preferred Stock, including filings under applicable Blue Sky laws in states where investors or the Company are located.
8. Form D Filing with the SEC. The Company is required to file a Form D (Notice of Exempt
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⚑ Notice / time limit to track
8. Form D Filing with the SEC. The Company is required to file a Form D (Notice of Exempt Offering of Securities) with the U.S. Securities and Exchange Commission within fifteen (15) days following the first sale of securities in the Financing. The filing deadline is June 30, 2026.
9. Foreign Qualification Updates. The Company should assess whether the Financing or any
9. Foreign Qualification Updates. The Company should assess whether the Financing or any change in its operations requires it to update or obtain foreign qualification filings in any state other than Delaware or Massachusetts. We will continue to monitor the completion of these post-closing action items and will follow up with the Company and its counsel as appropriate. However, as noted in Section 10 below, Calderwo
8. Closing Binder
8. Closing Binder A complete closing binder containing original or conformed copies of all executed transaction documents, ancillary certificates, officer and secretary certifications, and supporting materials is being delivered to Pinnacle under separate cover. An electronic copy of the closing binder, in PDF format, will follow by secure file transfer. The closing binder is organized by document category, consisten
9. Company Information (for Pinnacle Records)
9. Company Information (for Pinnacle Records) For Pinnacle's portfolio management records and ongoing reference, the key identifying information for the Company is set forth below:
10. Limitation of Engagement; No Ongoing Obligation
10. Limitation of Engagement; No Ongoing Obligation With the closing of the Financing and the completion of the post-closing action items identified in Section 7 above, Calderwood & Harkness LLP's engagement in connection with the Series A Preferred Stock financing of Quillen Technologies, Inc. will be concluded. Calderwood & Harkness LLP does not undertake any obligation to monitor or advise Pinnacle with respect to
11. Engagement Team Acknowledgment
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⚑ Commercial term
11. Engagement Team Acknowledgment The following members of Calderwood & Harkness LLP served on the engagement team for this transaction: We wish to express our sincere appreciation for the opportunity to represent Pinnacle Venture Fund II LP in this transaction. We enjoyed working with Sandeep, Christine, and the entire Pinnacle team, and we are proud of the result achieved on the Fund's behalf. We remain available