Contract analysis

I. Introduction and Purpose This memorandum sets forth the post-closing obligations and action items arising from the closing of the $22,500,000 Series A Preferred Stock financing (the "Financing") of Quillen Technologies, Inc., a Delaware C-corporation (the "Company"), completed on June 15, 2026 (the "Closing Date"). The purpose of this memorandum is to provide the Pinnacle deal team with a comprehensive roadmap for

II. Post-Closing Checklist — Master Summary Overview The following table provides a high-level summary of all post-closing obligations and action items discussed in detail in Sections III through XII of this memorandum. Each item includes a cross-reference to the relevant section, the responsible party or parties, the applicable deadline or target date, and the current status as of the date of this memorandum. This t

III. Delaware Secretary of State — Amended and Restated Certificate of Incorporation Action Item: Confirm filing and acceptance of the Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (the "Restated Certificate") with the Delaware Secretary of State, Division of Corporations. Responsible Party: Fenwick, Torres & Keane LLP (company counsel), with Granite State Registered Agents, Inc. (12

IV. Updated Stock Ledger and Issuance of Stock Certificates or Book-Entry Notices Action Item: The Company is required to update its stock ledger (maintained either internally or through a transfer agent) to reflect all shares issued in connection with the Series A Financing, including both the new-money issuances and the shares issued upon conversion of the convertible notes. Additionally, the Company must issue sto

V. Section 83(b) Election Reminders — Founder Vesting Action Item: Advise the Company's founders regarding potential Section 83(b) election obligations arising in connection with the imposition of new vesting schedules on previously unvested or newly re-vesting founder shares, as required as a condition of the Series A Financing. Responsible Party: This item requires coordination among multiple parties. Fenwick, Torr

VI. Foreign Qualification Updates Action Item: Review whether the Company's foreign qualifications need to be updated, or new foreign qualifications obtained, in any states in which the Company transacts business or is otherwise required to qualify, in light of the Series A Financing and any related changes to the Company's business activities, name, or authorized capital. Responsible Party: Fenwick, Torres & Keane L

VII. D&O Insurance Confirmation Action Item: Confirm that the Company has obtained or maintained directors' and officers' (D&O) liability insurance in form and substance satisfactory to the investors, as required under the transaction documents executed in connection with the Financing. Responsible Party: Quillen Technologies (Dr. Amara Osei, CEO, and/or the Company's Chief Financial Officer or general and administra

VIII. Updated Bylaws Action Item: Confirm that the Company's bylaws (the "Bylaws") have been reviewed and, if necessary, amended and restated to conform to the governance framework established by the Restated Certificate and the Voting Agreement, and to incorporate other provisions consistent with best practices for a venture-backed company at the Series A stage. Responsible Party: Fenwick, Torres & Keane LLP (primar

IX. First Post-Close Board Meeting Action Item: Convene the first meeting of the reconstituted Board of Directors of Quillen Technologies, Inc. following the Series A Closing, to address the organizational and governance matters arising from the Financing and to establish the cadence and framework for ongoing Board operations. Responsible Party: Dr. Amara Osei, in her capacity as Chief Executive Officer and Chair of

1. Call to Order and Confirmation of Quorum. Confirm attendance and the establishment of a quorum under the Bylaws. Confirm the Board composition: two Common Stock designees (Dr. Amara Osei and Julian Voss), one Pinnacle designee (Christine Aldridge), and one Blackthorn designee (Diana Hershfield). Note that the fifth seat (independent director) remains vacant pending identification of a mutually agreeable candidate.

2. Independent Director Identification. Discuss the process and timeline for identifying and appointing an independent director to the fifth Board seat. Consider formation of a nominating subcommittee and establish target candidates and criteria (industry experience, governance expertise, diversity considerations). Target completion for candidate selection: Q3 2026.

3. Appointment or Confirmation of Officers. Confirm or ratify the appointment of the Company's officers, including Dr. Amara Osei as Chief Executive Officer, Julian Voss as Chief Technology Officer, Priya Chandrasekar as Vice President of Product, and any other officers as appropriate.

4. Ratification of Closing Actions. Ratify all actions taken by the Board and the stockholders in connection with the Closing, including the execution and delivery of the transaction documents, the filing of the Restated Certificate, and the issuance of shares to investors and converting note holders. Authorize management and counsel to take all actions necessary to complete the post-closing filings and administrativ

5. Approval of Updated Bylaws. If the updated Bylaws were not adopted by written consent prior to the meeting, present the proposed amended and restated Bylaws for Board review and approval. If the Bylaws were previously adopted, confirm that the Board has reviewed and is satisfied with the adopted version.

6. Review and Approval of D&O Insurance Coverage. Present a summary of the Company's current or proposed D&O insurance coverage for Board review. If a new policy or enhanced coverage is being procured, authorize management to bind coverage within the parameters discussed.

7. Adoption of Insider Trading Policy and Code of Conduct. If the Company does not already have an insider trading policy or corporate code of conduct in place, present proposed forms for Board adoption. These policies are advisable for a company at the Series A stage and are expected by institutional investors.

8. Establishment of Board Meeting Schedule and Committee Structure. Discuss and adopt a regular Board meeting schedule (quarterly meetings are standard). Establish standing committees of the Board, including: • Audit Committee: To oversee financial reporting, internal controls, and the Company's relationship with its auditors (Pemberton & Associates CPAs LLP). Proposed composition: Christine Aldridge (Chair), Diana H

9. Financial Position and Operating Review. Presentation by Dr. Amara Osei or the Company's finance team on the Company's current financial position following the Closing. Key items for discussion: • Cash balance post-funding: approximately $1,100,000 in pre-existing cash plus $22,500,000 in new investment proceeds, less estimated closing costs (legal fees, filing fees, and other transaction expenses). Net cash posit

10. SOC 2 Type II Audit Progress. Update from management on the status of the Company's SOC 2 Type II audit, which is expected to be completed in Q3 2026. The audit is being conducted by Pemberton & Associates CPAs LLP (engagement partner: Diane Stratton). Discuss any outstanding items or issues that may affect the timeline or scope of the audit.

11. Information Rights and Reporting Cadence. Review the information rights obligations under the Investors' Rights Agreement and the Pinnacle Side Letter, and establish internal processes for compliance. Key deliverables: • Monthly unaudited financial statements, delivered within thirty (30) days of each month-end (per the Investors' Rights Agreement). • Annual audited financial statements, delivered within one hund

12. Other Business. Any other matters properly brought before the Board. Calderwood & Harkness LLP will prepare a pre-meeting briefing for Christine Aldridge in advance of the June 22 meeting and will be available during the meeting to advise on any governance or legal matters that arise.

X. Blue Sky / State Securities Notice Filings Action Item: Make all required state securities notice filings (commonly referred to as "Blue Sky filings") in each state in which shares of Series A Preferred Stock were sold, offered, or are deemed to have been sold or offered in connection with the Financing. Responsible Party: Fenwick, Torres & Keane LLP (primary — this is a Company obligation under applicable state s

XI. SEC Form D Filing Action Item: File Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission (the "SEC") in connection with the issuance of Series A Preferred Stock in the Financing. Responsible Party: Fenwick, Torres & Keane LLP, on behalf of Quillen Technologies, Inc., as the issuer. Deadline: Form D must be filed with the SEC no later than fifteen (15) calendar

XII. Additional Post-Closing Action Items A. Closing Binder Assembly Action Item: Assemble and distribute a comprehensive final closing binder (in both physical and electronic formats, as appropriate) containing fully executed copies of all transaction documents and ancillary materials from the Financing. Responsible Party: Calderwood & Harkness LLP (lead) and Fenwick, Torres & Keane LLP (cooperation and document con

1. Series A Preferred Stock Purchase Agreement (fully executed)

2. Amended and Restated Certificate of Incorporation (file-stamped copy from Delaware Secretary of State)

3. Investors' Rights Agreement (fully executed)

4. Voting Agreement (fully executed)

5. Right of First Refusal and Co-Sale Agreement (fully executed)

6. Management Rights Letter — Pinnacle Venture Fund II LP (fully executed)

7. Management Rights Letter — Blackthorn Growth Fund III LP (fully executed)

8. Indemnification Agreement — Christine Aldridge (fully executed)

9. Side Letter — Pinnacle Venture Fund II LP (fully executed)

10. Secretary's Certificate of Quillen Technologies, Inc.

11. Compliance Certificate of Quillen Technologies, Inc.

12. Bring-Down Certificate of Quillen Technologies, Inc.

13. Board Consent of Quillen Technologies, Inc. (authorizing the Financing)

14. Stockholder Consent of Quillen Technologies, Inc. (approving the Restated Certificate and related matters)

15. Legal Opinion of Fenwick, Torres & Keane LLP (company counsel)

16. Schedule of Investors (showing all shares issued, purchase prices, and wire instructions)

17. Disclosure Schedules to the Stock Purchase Agreement

18. Funds Flow Memorandum (detailing wire transfer instructions, amounts, and confirmations)

19. Closing Checklist (completed)

20. Convertible Note Conversion Documentation (conversion notices, calculations, and cancellation records)

21. File-stamped Form D and Blue Sky filings (to be added upon completion)

22. D&O Insurance Certificate (to be added upon receipt)

23. Updated Bylaws (to be added upon adoption) Distribution: Copies of the closing binder should be distributed to the following parties: • Pinnacle Venture Fund II LP — 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115 (Attention: Christine Aldridge and Tomas Medina) • Blackthorn Growth Fund III LP — c/o Whitfield & Pryor LLP • Stonebridge Ventures LLC • Quillen Technologies, Inc. — 88 Garrison Stre

Section 1202 of the Internal Revenue Code provides a significant tax benefit to stockholders of qualified small business stock: up to 100% of the gain on the sale of QSBS may be excluded from federal income tax, subject to certain limitations, provided that the stock was held for more than five (5) years and certain eligibility requirements are met at the time of issuance and on an ongoing basis. (a) Aggregate Gross