Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represents Pinnacle Venture Fund II LP ("Pinnacle"), a Delaware limited partnership (EIN: 88-3529104), the general partner of which is Pinnacle Capital Management LLC (EIN: 88-3471082), as lead investor in the Series A Preferred Stock financing (the "Series A Financing" or the "Transaction") of Quillen Technologies, Inc. ("Quillen" or the "Company")

II. Parties A. Investors (Series A Purchasers — New Money) Pinnacle Venture Fund II LP — Lead Investor Pinnacle Venture Fund II LP is a Delaware limited partnership formed for the purpose of making venture capital and growth equity investments primarily in early-stage and growth-stage technology companies. Pinnacle's principal office is located at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115. Th

III. Transaction Overview and Key Economic Terms A. Round Economics The Transaction is structured as a Series A Preferred Stock financing in which three new-money investors purchased shares of Series A Preferred Stock directly from the Company pursuant to the SPA, and three existing convertible note holders converted their outstanding notes into shares of Series A Preferred Stock at Closing. The key economic terms of

IV. Satisfaction of Conditions to Closing A. Company Conditions The SPA set forth certain conditions to the obligation of the Investors to purchase shares of Series A Preferred Stock at the Closing. Each of the following conditions was satisfied by the Company on or before the Closing Date:

1. Amended and Restated Certificate of Incorporation. The Restated Charter was filed with the Delaware Secretary of State on June 15, 2026. The Restated Charter authorizes the creation and issuance of the Series A Preferred Stock and reflects the expanded option pool, as well as all rights, preferences, privileges, restrictions, and other terms applicable to the Series A Preferred Stock, the Series Seed Preferred Sto

2. Execution of Transaction Documents. All definitive transaction documents were duly executed and delivered by the Company and its authorized officers on the Closing Date. The executed documents are described in detail in Section V of this memorandum.

3. Board Approval. A written consent of the Board of Directors of Quillen Technologies, Inc. was obtained and delivered on June 15, 2026, approving (a) the Series A Financing and the terms thereof, (b) the Restated Charter and the filing thereof with the Delaware Secretary of State, (c) the issuance of shares of Series A Preferred Stock to the Investors and the converting note holders, (d) the entry into all transact

4. Stockholder Approval. A written consent of the stockholders of Quillen Technologies was obtained and delivered, executed by holders of a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series Seed Preferred Stock (each voting as a separate class, to the extent required), approving (a) the Restated Charter (including the authorization of the Series A Preferred Stock an

5. Legal Opinion of Company Counsel. Fenwick, Torres & Keane LLP delivered its closing legal opinion letter, dated June 15, 2026, addressed to the Investors, in the form agreed upon by the parties during the documentation process. The opinion addressed the following matters: (a) due organization, valid existence, and good standing of the Company in the State of Delaware and the Commonwealth of Massachusetts; (b) auth

6. Secretary's Certificate. The corporate secretary of Quillen Technologies (acting in such capacity) executed and delivered a secretary's certificate, dated June 15, 2026, certifying and attaching true, complete, and correct copies of (a) the Restated Charter, as filed with the Delaware Secretary of State, (b) the Company's bylaws, as currently in effect, (c) the resolutions of the Board of Directors approving the S

7. Compliance Certificate / Bring-Down Certificate. Dr. Amara Osei, in her capacity as Chief Executive Officer of the Company, executed and delivered (a) an officer's compliance certificate, certifying that (i) all representations and warranties of the Company in the SPA are true and correct in all material respects as of the Closing Date (except for representations and warranties that are qualified by materiality, w

8. Disclosure Schedules. The Company delivered final, executed disclosure schedules to the SPA, covering all required schedules, including, among others: (a) Schedule of Exceptions to Representations and Warranties; (b) Schedule of Capitalization; (c) Schedule of intellectual Property; (d) Schedule of Material Contracts; (e) Schedule of Litigation; (f) Schedule of Employees and Compensation; and (g) Schedule of Insur

V. Closing Deliverables — Summary of Executed Documents Set forth below is a complete summary of all documents executed and delivered at the Closing. All documents are maintained in the electronic closing binder under Matter Number 1002-00002. A. Principal Transaction Documents

1. Series A Preferred Stock Purchase Agreement (the "SPA") The SPA was executed by and among Quillen Technologies, Inc. (as the Company), Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, and Stonebridge Ventures LLC (as the Investors), and Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu (as the converting note holders). The SPA provides for the sale and issuance by the Compa

2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (the "Restated Charter") The Restated Charter was filed with the Delaware Secretary of State on June 15, 2026, and confirmed effective. The Restated Charter amends and restates the Company's certificate of incorporation in its entirety to, among other things: (a) authorize the issuance of shares of Series A Preferred Stock; (b) set for

3. Investors' Rights Agreement (the "IRA") The IRA was executed by and among Quillen Technologies, Inc., the Series A Investors (Pinnacle, Blackthorn, and Stonebridge), the converting note holders (Harborview, Caldwell, and Dr. Hu), and the Series Seed holders (Harborview and Ridgepoint Seed Partners LP). The IRA establishes the following rights: Information Rights: The Company is obligated to provide to each Major I

4. Right of First Refusal and Co-Sale Agreement (the "ROFR/Co-Sale Agreement") The ROFR/Co-Sale Agreement was executed by and among Quillen Technologies, Inc., the Series A Investors, the Series Seed holders, and the Key Holders (as defined therein, which includes Dr. Amara Osei and Julian Voss, the Company's co-founders). The ROFR/Co-Sale Agreement establishes a right of first refusal in favor of the Company and, se

5. Voting Agreement The Voting Agreement was executed by and among Quillen Technologies, Inc., the Series A Investors, the Series Seed holders, and the Key Holders. The Voting Agreement establishes the composition of the Board of Directors of the Company, which following the Closing consists of five (5) seats, as follows: • Seat 1 (Common Stock Designee): Dr. Amara Osei (Co-Founder & CEO) • Seat 2 (Common Stock Desig

6. Management Rights Letter — Pinnacle Venture Fund II LP Quillen Technologies delivered a management rights letter to Pinnacle Venture Fund II LP, dated June 15, 2026, granting Pinnacle certain management rights with respect to the Company for purposes of qualifying Pinnacle's investment as a "venture capital operating company" (VCOC) investment under the U.S. Department of Labor regulations applicable to employee b

7. Management Rights Letter — Blackthorn Growth Fund III LP Quillen Technologies delivered a substantially similar management rights letter to Blackthorn Growth Fund III LP, dated June 15, 2026, granting Blackthorn VCOC management rights on terms comparable to those provided to Pinnacle.

8. Indemnification Agreement — Christine Aldridge The Company entered into an indemnification agreement with Christine Aldridge, as Pinnacle's designee to the Board of Directors, dated June 15, 2026. The indemnification agreement provides for indemnification and advancement of expenses to the fullest extent permitted by the Delaware General Corporation Law (as amended from time to time) in connection with Ms. Aldridg

9. Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights) A side letter was executed by the Company in favor of Pinnacle, dated June 15, 2026, supplementing the information rights provided under the IRA with certain enhanced information and inspection rights. Specifically, the side letter provides Pinnacle with (a) quarterly financial statements within 45 days after the end of each fis

10. Written Consent of the Board of Directors of Quillen Technologies, Inc. The Board of Directors of the Company executed a unanimous written consent in lieu of a meeting, dated June 15, 2026, approving the Series A Financing and all related actions, including the filing of the Restated Charter, the issuance of shares of Series A Preferred Stock, the entry into all transaction documents, the expansion of the option

11. Written Consent of Stockholders of Quillen Technologies, Inc. The stockholders of the Company executed a written consent, dated June 15, 2026, approving the Restated Charter (including the authorization of Series A Preferred Stock, the increase in authorized shares, and the option pool expansion) and the Series A Financing. The written consent was executed by holders of a majority of the outstanding shares of Com

12. Secretary's Certificate A secretary's certificate was executed and delivered, certifying the authenticity and completeness of attached copies of the Restated Charter, the Company's bylaws (as currently in effect), the Board resolutions, and the stockholder consent.

13. Officer's Compliance Certificate An officer's compliance certificate was executed and delivered by Dr. Amara Osei, in her capacity as Chief Executive Officer of the Company, certifying that (a) all representations and warranties of the Company in the SPA are true and correct in all material respects as of the Closing Date, (b) all conditions to the Closing have been satisfied, and (c) no material adverse change h

14. Bring-Down Certificate A separate bring-down certificate was executed and delivered by an officer of the Company, confirming the continued accuracy of the Company's representations and warranties as of the Closing Date and confirming the absence of any material adverse effect since the date of the SPA.

15. Legal Opinion of Company Counsel (Fenwick, Torres & Keane LLP) The closing legal opinion letter was delivered by Fenwick, Torres & Keane LLP in the form previously agreed upon by the parties. The opinion is dated June 15, 2026, addressed to the Investors and their counsel, and covers the matters described in Section IV.A.5 above.

16. Schedule of Investors The Schedule of Investors, attached as an exhibit to the SPA, was finalized and executed, listing all Series A Preferred Stock purchasers (new-money and conversion), the number of shares purchased or received by each, and the aggregate purchase price or conversion amount: • Pinnacle Venture Fund II LP: 2,800,000 shares / $14,000,000 • Blackthorn Growth Fund III LP: 1,200,000 shares / $6,000,

17. Disclosure Schedules The final executed disclosure schedules to the SPA were delivered by the Company and are incorporated by reference into the SPA. The disclosure schedules were reviewed in their final form by C&H and found to be consistent with the due diligence findings and the representations and warranties in the SPA.

VI. Funds Flow A. Wire Transfers — New-Money Investment All new-money investment proceeds were wired directly to the Company's operating account at Crescent National Bank, Boston, MA. The total inflows were $22,500,000. Wire transfers were initiated and confirmed received on the Closing Date as follows: Wire confirmations were obtained from Crescent National Bank and are on file with C&H. Wire instructions were provi

VII. Founder Vesting As a condition to the Series A Financing and pursuant to the terms negotiated in the Transaction, the existing shares of Common Stock held by each of the Company's co-founders are now subject to reverse vesting under restricted stock purchase agreements entered into at or prior to the Closing. The vesting terms are as follows: • Dr. Amara Osei — Holder of 3,200,000 shares of Common Stock. Dr. Ose

VIII. Board Composition — Post-Closing Pursuant to the Voting Agreement, the Board of Directors of Quillen Technologies, Inc. consists of five (5) members following the Closing, as set forth below: The independent director for Seat 5 is to be mutually agreed upon by the holders of a majority of the Common Stock and the holders of a majority of the Preferred Stock, each voting as a separate group. As of the Closing Da

IX. Post-Closing Obligations A separate Post-Closing Obligations Memorandum has been prepared and is maintained in the closing binder under Matter Number 1002-00002. The comprehensive checklist of post-closing items is set forth therein. The following is a summary of the key post-closing obligations and action items:

1. Confirmation of Restated Charter Filing. The Restated Charter was filed with the Delaware Secretary of State and confirmed effective on the Closing Date. A file-stamped copy has been received and is on file. Status: Completed.

2. Updated Stock Ledger and Issuance of Stock Certificates or Book-Entry Notices. The Company is required to update its stock ledger to reflect the issuance of all shares of Series A Preferred Stock (both new-money and conversion shares) and to issue stock certificates or book-entry notices to all Series A holders and converting note holders. Status: Pending; Company counsel (Ostrander Solutions) to coordinate with t

3. Section 83(b) Election Reminders. To the extent that any founder shares are newly subject to vesting restrictions (or additional vesting restrictions) as a result of the Series A transaction documents, each affected founder should consider filing a timely Section 83(b) election with the Internal Revenue Service within 30 days of the date the shares became subject to such restrictions. Status: Reminders to be sent

4. Foreign Qualification Updates. The Company should confirm that its foreign qualification to do business in the Commonwealth of Massachusetts (and any other state in which it is required to qualify) remains current and in good standing, and should file any necessary amendments or updated annual reports to reflect changes to its certificate of incorporation or authorized capitalization. Status: Pending; Company coun

5. D&O Insurance Confirmation. The Company is required to maintain directors and officers liability insurance at levels acceptable to the Board of Directors. Confirmation of current D&O insurance coverage, including the addition of Christine Aldridge and Diana Hershfield as insured directors, should be obtained promptly. Status: Pending.

6. Updated Bylaws. The Company should review and, if necessary, amend its bylaws to conform to the provisions of the Restated Charter and the Voting Agreement (including, without limitation, provisions regarding the authorized number of directors and the procedures for Board elections). Status: Pending; Ostrander Solutions to review and advise.

7. First Post-Close Board Meeting. The first meeting of the reconstituted Board of Directors is scheduled for June 22, 2026. Agenda items are expected to include the appointment of Board committees (including an audit committee and a compensation committee), the selection process for the independent director, a review of the Company's operating budget and use of proceeds, D&O insurance, and approval of any additional

8. Blue Sky / State Securities Notice Filings. The Company and its counsel should review applicable state securities laws (commonly referred to as "blue sky" laws) and make any required notice filings in states where shares of Series A Preferred Stock were sold or offered. Many states accept the federal Form D filing as sufficient notice, but certain states may require separate filings or fees. Status: Pending; Ostra

9. Form D Filing with the SEC. The Company is required to file a Form D with the U.S. Securities and Exchange Commission within 15 days after the first sale of securities in connection with the Series A Financing. The Form D should be filed no later than June 30, 2026. Status: Pending; Ostrander Solutions to prepare and file.

10. Payment of Legal Fee Reimbursement. The Company is obligated to reimburse Calderwood & Harkness LLP for legal fees incurred in connection with the Transaction, up to a cap of $75,000, as provided in the IRA and the term sheet. C&H will submit a final invoice to the Company following the Closing, and payment is expected within 30 days. Status: Invoice pending. C&H will monitor the completion of these post-closing

X. Key Company Financial Metrics at Closing (Reference) The following financial and operating metrics for Quillen Technologies, Inc. are provided for reference purposes, based on information provided by the Company during the due diligence process and in the Company's financial statements. These metrics are as of the dates