Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize Calderwood & Harkness LLP's review of the material contracts of Quillen Technologies, Inc. ("Quillen" or the "Company") in connection with Pinnacle Venture Fund II LP's ("Pinnacle") proposed $14,000,000 lead investment in the Company's $22,500,000 Series A Preferred Stock financing (the "Series A Financing" or the "Financing"). This memorandum is int

II. Methodology and Scope of Review A. Data Room and Document Production All contracts reviewed in connection with this memorandum were produced via Fenwick, Torres & Keane LLP's virtual data room hosted on Thackeray Solutions. Calderwood & Harkness was granted access to the data room on April 21, 2026, and document production was substantially complete as of April 30, 2026, with certain supplemental productions rece

III. Customer / SaaS Subscription Agreements A. Overview of Customer Contract Portfolio Quillen has entered into master subscription agreements ("MSAs") with approximately 15 institutional clients for access to the Mosaic platform. The Company's customer base is predominantly composed of mid-size and large institutional asset managers, pension consultants, and university endowments, reflecting the Company's go-to-mar

IV. Vendor and Technology Agreements A. Cloud Hosting Agreement Quillen hosts the Mosaic platform on a major cloud infrastructure service pursuant to a standard enterprise agreement. The cloud hosting relationship is a critical component of the Company's technology stack and represents a significant portion of the Company's monthly operating expenses. Term and Pricing. The current cloud hosting agreement has a 3-year

V. Employment Agreements A. Founder Employment Agreements

1. Dr. Amara Osei, Co-Founder and Chief Executive Officer Dr. Amara Osei serves as the Company's Co-Founder and Chief Executive Officer. Dr. Osei's employment is governed by an employment agreement dated July 12, 2023—the date of the Company's incorporation—and a Confidential Information and Invention Assignment Agreement ("CIIA") executed on the same date. The employment agreement provides for at-will employment, me

2. Julian Voss, Co-Founder and Chief Technology Officer Julian Voss serves as the Company's Co-Founder and Chief Technology Officer. Mr. Voss's employment is governed by an employment agreement also dated July 12, 2023, containing substantially similar terms to Dr. Osei's agreement. Mr. Voss's employment is at-will, with a base salary and standard benefits. Mr. Voss currently holds 2,800,000 shares of the Company's C

3. Note on Non-Competition Provisions and Massachusetts Law Both Dr. Osei and Mr. Voss are subject to 12-month post-termination non-competition covenants under their respective CIIAs. These provisions are governed by Massachusetts law, as both founders are employed in Massachusetts. Massachusetts enacted the Noncompetition Agreement Act (Mass. Gen. Laws ch. 149, § 24L), effective October 1, 2018, which imposes specif

VI. Consulting Agreements Quillen has engaged a small number of independent contractors, primarily for specialized machine learning engineering and data science work. This is consistent with the Company's engineering-intensive product development activities and its practice of supplementing its in-house engineering team with specialized external expertise on a project basis. We reviewed three consulting agreements cu

VII. Banking and Financial Agreements A. Crescent National Bank — Operating Account Agreement Quillen maintains its primary operating and business deposit account at Crescent National Bank, located in Boston, Massachusetts. The operating account is governed by a standard commercial deposit account agreement that does not contain any restrictive covenants, liens, or security interests on the Company's account balances

1. Overview. The Company has outstanding convertible promissory notes in the aggregate principal amount of $1,500,000 (the "Notes"), issued on March 15, 2024. The Notes were originally scheduled to mature on March 15, 2026, but the maturity date was extended to June 30, 2026 pursuant to an amendment executed by the Company and all note holders. The Notes accrue simple interest at a rate of 6% per annum.

2. Note Holders The Notes were purchased by the following holders: (a) Harborview Angel Syndicate LLC: $750,000 principal amount. Contact: Margaret "Peggy" Dunlap, Managing Member. (b) Caldwell Family Office LLC: $500,000 principal amount. Contact: Nathan Caldwell, Principal. (c) Dr. Lawrence Hu: $250,000 principal amount. All Notes were funded via wire transfer through the Company's operating account at Crescent Nat

3. Conversion Mechanics The Notes contain standard conversion provisions providing for automatic conversion upon the closing of a "Qualified Financing," defined in the note purchase agreements as an equity financing resulting in gross proceeds to the Company of at least $5,000,000. The Series A Financing, with aggregate gross proceeds of $22,500,000, clearly satisfies the Qualified Financing threshold, and the Notes

4. Estimated Conversion Amount Assuming a closing date of June 15, 2026, accrued interest on the Notes through closing is estimated as follows: • Principal: $1,500,000 • Interest rate: 6% simple interest per annum • Interest accrual period: March 15, 2024 to June 15, 2026 (27 months, or 2.25 years) • Estimated accrued interest: $1,500,000 × 6% × (27/12) = $202,500 • Total conversion amount (principal + accrued intere

5. Consent Requirements The note purchase agreements do not require any additional consent from the note holders for conversion upon a Qualified Financing. Conversion is automatic and self-executing upon the closing of the Series A Financing. No side letters or additional agreements with the note holders were identified in the data room that would modify the conversion terms or create additional rights or obligations

VIII. Real Property Lease Quillen leases its office space at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116 pursuant to a commercial office lease agreement. The lease has a 3-year term, commencing approximately mid-2023 in connection with the Company's founding, with an expected expiration in approximately mid-2026. The lease includes a renewal option granting the Company the right to extend the lease for a

IX. Prior Financing Documents A. Series Seed Preferred Stock The Company completed its Series Seed Preferred Stock financing in October 2023, raising aggregate gross proceeds of $3,000,000 through the issuance of 2,500,000 shares of Series Seed Preferred Stock at a price of $1.20 per share. The Series Seed investors are as follows: (a) Harborview Angel Syndicate LLC: 1,500,000 shares of Series Seed Preferred Stock, r

X. Contracts Requiring Consent or Action in Connection with Series A The following table summarizes the contracts that require consent, notice, or other action in connection with the closing of the Series A Financing: Based on our review, the consent actions required for closing are limited in scope and are not expected to present obstacles to a timely closing. The Series Seed stockholder consent is a standard proced

XI. Recommendations for SPA Representations and Disclosure Schedules A. Representations to Request from the Company Based on our review of the Company's material contracts, we recommend that the following representations and warranties be included in the Stock Purchase Agreement to be executed in connection with the Series A Financing:

1. No Breach or Default. A representation that no material contract to which the Company is a party has been breached by the Company or, to the Company's knowledge, by any counterparty, and that no material contract has been terminated or is subject to any pending notice of termination, dispute, or claim.

2. No Consent Required / No Default Triggered by Financing. A representation that the execution and delivery of the Series A transaction documents and the consummation of the Series A Financing (including the issuance of Series A Preferred Stock and the conversion of the outstanding convertible notes) will not (a) require any consent, approval, or waiver under any material contract (other than consents that have been

3. Employee IP Assignments. A representation that all current employees of the Company have executed Confidential Information and Invention Assignment Agreements, and that all intellectual property created by consultants and independent contractors in the course of performing services for the Company has been properly and irrevocably assigned to the Company pursuant to written agreements.

4. No Liens or Encumbrances. A representation that there are no outstanding liens, security interests, pledges, mortgages, or other encumbrances on any of the Company's assets, other than as set forth on the applicable disclosure schedule.

5. Compliance of Restrictive Covenants. A representation regarding the Company's compliance with applicable law in connection with the non-competition agreements entered into with the Company's founders and employees, including compliance with the Massachusetts Noncompetition Agreement Act.

6. Material Contracts. A representation that the disclosure schedules set forth a complete and accurate list of all material contracts to which the Company is a party, and that true, correct, and complete copies of all such contracts have been made available to the Investors. B. Disclosure Schedule Items We recommend that the following disclosure schedules be prepared by the Company and its counsel and provided to Pi

1. Schedule of Material Contracts. A complete list of all material contracts to which the Company is a party, including all customer MSAs, vendor and technology agreements, employment agreements, consulting agreements, real property leases, and financial agreements.

2. Schedule of Change-of-Control Provisions. A list of all material contracts containing change-of-control provisions, together with a description of the definition of "change of control" applicable to each such contract and the consequences triggered by a change-of-control event (e.g., termination right, consent requirement, notice obligation).

3. Schedule of Assignment Restrictions. A list of all material contracts containing restrictions on assignment or transfer, including those that do not include standard carve-outs for assignments in connection with mergers, acquisitions, or corporate reorganizations.

4. Schedule of Significant Customer Contracts. A list of all customer contracts representing more than 5% of the Company's ARR, together with a summary of key terms, expiration dates, and renewal provisions.

5. Schedule of Outstanding Options. A list of all outstanding stock options granted under the 2023 Equity Incentive Plan, including the name of each option holder, the number of shares subject to each option, the exercise price per share, the grant date, and the applicable vesting schedule.

6. Schedule of Convertible Instruments. A list of all outstanding convertible instruments, including the convertible notes described in Section VII.B, together with any warrants, convertible securities, or other instruments convertible into or exercisable for shares of the Company's capital stock.

7. Schedule of Real Property Leases. A list of all real property leases to which the Company is a party, including the lease address, landlord, lease term, monthly rent, and renewal options.

8. Schedule of Insurance Policies. A list of all insurance policies maintained by the Company, including general liability, professional liability (errors and omissions), cyber/data breach liability, directors' and officers' liability, workers' compensation, and property insurance. The specific terms of the Company's insurance coverage are to be confirmed separately and are not addressed in this memorandum.

XII. Open Items and Follow-Up The following items remain outstanding as of the date of this memorandum and are expected to be resolved prior to the conclusion of the due diligence period:

1. Additional Customer MSAs. We are awaiting copies of two additional customer MSAs that were recently executed in Q1 2026. Company counsel has indicated that these contracts will be produced to the data room promptly. Upon receipt, we will review these agreements for consistency with the terms described in Section III above and will issue a supplemental memorandum if any material provisions of concern are identified

2. Independent Contractor Classification Confirmation. We are awaiting confirmation from Fenwick, Torres & Keane LLP that all independent contractors engaged by the Company have been properly classified under applicable federal and Massachusetts state law, including under the three-part test set forth in Mass. Gen. Laws ch. 149, § 148B.

3. Landlord Contact Information. We are awaiting landlord contact information to confirm that no change-of-control or consent issues would arise in an assignment scenario involving the office lease at 88 Garrison Street, Floor 4, Boston, MA. This is relevant primarily in the context of a future M&A transaction rather than the Series A Financing itself.

4. Interim Period Review. A final review of any contracts entered into by the Company between May 7, 2026 (the date through which this memorandum covers) and the anticipated closing date of June 15, 2026 will be conducted. We have requested that the Company provide prompt notice of any new material contracts executed during this interim period.

5. Cross-Reference with Other Diligence Workstreams. The findings in this memorandum should be cross-referenced with the following related diligence memoranda for completeness and consistency: (a) IP Due Diligence Memorandum, dated May 5, 2026 (Calderwood & Harkness LLP); (b) Privacy & Data Security Due Diligence Memorandum, to be prepared by Rachel Bernstein, expected date May 12, 2026; (c) Convertible Note Conversi

XIII. Conclusion Based on our review of the material contracts of Quillen Technologies, Inc. through May 7, 2026, we have not identified any material impediment to the closing of the $22,500,000 Series A Preferred Stock financing in which Pinnacle Venture Fund II LP proposes to invest $14,000,000 as lead investor. The issuance of Series A Preferred Stock does not appear to trigger any change-of-control provisions und