Contract analysis

I. Executive Summary This memorandum summarizes the results of Calderwood & Harkness LLP's review of the corporate organization and good standing of Quillen Technologies, Inc. ("Quillen" or the "Company") in connection with Pinnacle Venture Fund II LP's ("Pinnacle" or the "Fund") proposed $14,000,000 lead investment in the Company's $22,500,000 Series A Preferred Stock financing (the "Series A Financing"). The Series

II. Formation and Certificate of Incorporation A. Original Certificate of Incorporation Quillen Technologies, Inc. was incorporated in the State of Delaware on July 12, 2023, by the filing of a Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. The Company was assigned Delaware Secretary of State File Number 7384219. A certified copy of the original Certificate of Incorpo

III. Bylaws We reviewed the Bylaws of Quillen Technologies, Inc. (the "Bylaws"), which were adopted by the Board of Directors on July 12, 2023, simultaneously with the organizational actions of the sole incorporator. The Bylaws are substantially in standard form for a Delaware corporation and are based on a widely used template customary for venture-backed technology companies incorporated in Delaware. The Bylaws add

IV. Board of Directors — Composition and Minutes A. Current Board Composition The Board of Directors of the Company currently consists of three (3) members, as follows: Dr. Osei and Mr. Voss were elected as the initial directors of the Company pursuant to the organizational consent of the sole incorporator dated July 12, 2023. Ms. Dunlap was appointed to the Board in October 2023 in connection with the Seed Financing

1. Organizational Consent of Sole Incorporator (July 12, 2023). The sole incorporator of the Company executed a written consent adopting the Bylaws, electing Dr. Amara Osei and Julian Voss as the initial directors of the Company, and authorizing the initial officers (as described in Section VI below). The organizational consent also authorized the opening of corporate bank accounts at Crescent National Bank. The orga

2. Board Consent — Series Seed Financing (October 2023). A unanimous written consent of the Board of Directors was executed approving the Seed Financing, including the authorization and filing of the Amended and Restated Certificate of Incorporation, the issuance of 2,500,000 shares of Series Seed Preferred Stock at $1.20 per share, the entry into the Series Seed Preferred Stock Purchase Agreement and all related tra

3. Board Consent — Convertible Promissory Notes (March 2024). A unanimous written consent of the Board of Directors was executed authorizing the issuance of convertible promissory notes in the aggregate principal amount of $1,500,000 to three noteholders: • Harborview Angel Syndicate LLC: $750,000 principal amount • Caldwell Family Office LLC: $500,000 principal amount • Dr. Lawrence Hu: $250,000 principal amount The

4. Board Consent — Extension of Convertible Note Maturity. A subsequent unanimous written consent of the Board of Directors was executed authorizing the extension of the maturity date of the convertible promissory notes from March 15, 2026 to June 30, 2026, to allow sufficient time for the closing of the Series A Financing. The consent authorized the Company to enter into amendment agreements with each noteholder to

5. Board Consent — 2023 Equity Incentive Plan Adoption. A unanimous written consent of the Board of Directors was executed authorizing the adoption of the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan"), providing for the reservation and issuance of up to 2,000,000 shares of Common Stock pursuant to stock options, restricted stock awards, and other equity awards to employees, directors, and consult

6. Various Board Consents — Option Grants. We reviewed multiple unanimous written consents of the Board of Directors approving grants of stock options under the Plan to various employees and consultants of the Company. As of the date of the most recent records reviewed, a total of 1,200,000 options to purchase shares of Common Stock have been granted under the Plan, with 800,000 shares remaining available for future

7. Quarterly Board Meeting Minutes. We reviewed minutes from quarterly meetings of the Board of Directors, to the extent available in the diligence materials, through and including the first quarter of 2026. The minutes reflect that the Board met regularly to review the Company's financial performance, business operations, strategic initiatives, and other matters within the Board's oversight responsibilities. The min

V. Stockholder Consents and Actions We reviewed the following actions of the stockholders of the Company, each of which was taken by written consent in lieu of a meeting pursuant to Section 228 of the DGCL:

1. Stockholder Written Consent — Amended Certificate of Incorporation (October 2023). A written consent of stockholders was executed approving the filing of the Amended and Restated Certificate of Incorporation in connection with the Seed Financing, including the creation and authorization of the Series Seed Preferred Stock and the designation of the rights, preferences, and privileges thereof. The consent was signed

2. Stockholder Written Consent — 2023 Equity Incentive Plan. A written consent of stockholders was executed approving the adoption of the 2023 Equity Incentive Plan and the reservation of 2,000,000 shares of Common Stock for issuance thereunder. The consent was signed by the requisite holders of Common Stock and Series Seed Preferred Stock. Stockholder approval of the Plan was obtained in accordance with the requirem

3. Stockholder Written Consent — Convertible Note Maturity Extension. A written consent of stockholders was executed approving the extension of the maturity date of the outstanding convertible promissory notes from March 15, 2026 to June 30, 2026, to the extent such approval was required under the Certificate of Incorporation or the transaction documents governing the Series Seed Preferred Stock. We note that the pro

VI. Officers A. Current Officers The following individuals currently serve as officers of the Company, each having been appointed by the Board of Directors: Dr. Osei currently serves in multiple officer capacities, holding the offices of Chief Executive Officer, Secretary, and Treasurer. The holding of multiple offices by a single individual is expressly permitted under Section 142(a) of the DGCL, which provides that

VII. Outstanding Capital Stock and Equity Awards Set forth below is a summary of the Company's outstanding capital stock, equity incentive plan, and convertible securities, based on the stock ledger, capitalization records, equity incentive plan documentation, and convertible note instruments reviewed in connection with this memorandum. A. Common Stock There are currently 8,000,000 shares of Common Stock issued and o

VIII. State Qualifications and Good Standing A. Delaware (State of Incorporation) Quillen Technologies, Inc. is incorporated in the State of Delaware, as described in Section II above. We obtained a Certificate of Good Standing from the Office of the Secretary of State of the State of Delaware, dated April 25, 2026, which confirms that the Company is in good standing and has paid all franchise taxes currently due and

IX. Identified Issues and Observations Based on our review, we have identified the following items that require follow-up prior to the closing of the Series A Financing (Section IX.A) and additional observations that, while non-material, are noted for the attention of the Pinnacle deal team (Section IX.B). A. Items Requiring Follow-Up Prior to Closing

1. Stockholder Consent for Series A Financing. A written consent of the stockholders of the Company must be obtained prior to closing approving (a) the filing of the Amended and Restated Certificate of Incorporation (the Series A Restated Certificate), (b) the increase in authorized shares of Common Stock and the creation and authorization of the Series A Preferred Stock, and (c) the expansion of the 2023 Equity Ince

2. Board Consent for Series A Financing. A written consent of the Board of Directors must be executed approving the Series A Financing and all related transaction documents, including but not limited to the Series A Preferred Stock Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement,

3. Filing of Amended and Restated Certificate of Incorporation. The Series A Restated Certificate must be filed with the Delaware Secretary of State at or immediately prior to the closing of the Series A Financing. The filing of the Series A Restated Certificate is a condition precedent to the issuance of the Series A Preferred Stock. Calderwood & Harkness LLP and Fenwick are coordinating on the form and timing of th

4. Founder Vesting. The term sheet for the Series A Financing contemplates that the existing founder shares held by Dr. Amara Osei and Julian Voss will be made subject to a four (4)-year vesting schedule with a one (1)-year cliff, with vesting credit granted for time served since the date of incorporation (July 12, 2023). As of the target closing date of June 15, 2026, the founders will have served approximately thir

5. Foreign Qualification Review. As discussed in Section VIII.C above, the Company should confirm whether foreign qualification in any state other than Massachusetts is required based on current employee locations, customer relationships, or other nexus factors. While the absence of additional qualifications does not appear to present an immediate impediment to the closing of the Series A Financing, failure to mainta

6. Directors' and Officers' Liability Insurance (D&O Insurance). We have not yet received evidence that the Company maintains a directors' and officers' liability insurance policy providing coverage to the Company's directors and officers. Given the reconstitution of the Board at closing to include investor designees Christine Aldridge and Diana Hershfield, the confirmation of adequate D&O insurance coverage is an im

1. Concentration of Officer Roles. As noted in Section VI.A above, Dr. Amara Osei currently holds the offices of Chief Executive Officer, Secretary, and Treasurer. While this arrangement is legally permissible under the DGCL and the Company's Bylaws, and is not uncommon for early-stage companies, the concentration of these roles in a single individual may become impractical as the Company scales and takes on the enha

2. Corporate Actions by Written Consent. All corporate actions of the Board of Directors and stockholders to date have been taken by written consent in lieu of meeting, rather than at formally noticed meetings. As discussed above, this is permissible under the DGCL and the Company's Bylaws. However, as the Board expands to five (5) members post-closing and includes directors who are not officers of the Company, the B

X. Documents Reviewed The following documents and records were reviewed by Calderwood & Harkness LLP in connection with the preparation of this memorandum. All documents were provided by Fenwick, Torres & Keane LLP through its secure virtual data room, unless otherwise noted.

1. Certificate of Incorporation of Quillen Technologies, Inc. (filed with the Delaware Secretary of State on July 12, 2023) — certified copy.

2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (filed in connection with the Series Seed financing, October 2023) — certified copy.

3. Bylaws of Quillen Technologies, Inc. (adopted July 12, 2023).

4. Organizational Consent of Sole Incorporator of Quillen Technologies, Inc. (dated July 12, 2023).

5. Written Consent of the Board of Directors — Series Seed Preferred Stock Financing (October 2023).

6. Written Consent of the Board of Directors — Issuance of Convertible Promissory Notes (March 2024).

7. Written Consent of the Board of Directors — Extension of Convertible Note Maturity Date.

8. Written Consent of the Board of Directors — Adoption of the Quillen Technologies, Inc. 2023 Equity Incentive Plan.

9. Various Written Consents of the Board of Directors — Approval of Option Grants under the 2023 Equity Incentive Plan.

10. Minutes of Quarterly Meetings of the Board of Directors (available through Q1 2026).

11. Written Consent of Stockholders — Approval of Amended and Restated Certificate of Incorporation (October 2023).

12. Written Consent of Stockholders — Approval of the 2023 Equity Incentive Plan and Reservation of Shares.

13. Written Consent of Stockholders — Approval of Convertible Note Maturity Extension.

14. Certificate of Good Standing — Delaware Secretary of State (dated April 25, 2026).

15. Certificate of Good Standing / Certificate of Legal Existence — Massachusetts Secretary of the Commonwealth.

16. Registered Agent Confirmation — Granite State Registered Agents, Inc. (Delaware).

17. Stock ledger and capitalization records of Quillen Technologies, Inc.

18. Convertible Promissory Note — Harborview Angel Syndicate LLC ($750,000 principal amount, dated March 15, 2024), together with amendment extending maturity.

19. Convertible Promissory Note — Caldwell Family Office LLC ($500,000 principal amount, dated March 15, 2024), together with amendment extending maturity.

20. Convertible Promissory Note — Dr. Lawrence Hu ($250,000 principal amount, dated March 15, 2024), together with amendment extending maturity.

21. Quillen Technologies, Inc. 2023 Equity Incentive Plan and form of stock option agreement.

22. Company's Form D filings (reviewed on SEC EDGAR).

XI. Conclusion Based on our review of the documents, records, filings, and certificates described in this memorandum, the corporate organization of Quillen Technologies, Inc. is in order and is consistent in all material respects with the representations made by the Company and its counsel in connection with the proposed Series A Preferred Stock financing. The Company is duly incorporated and validly existing under t