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Contract analysis / conflicts-check-memorandum.docx
conflicts-check-memorandum.docx
High · 2
Medium · 3
Standard · 1
1. Purpose
1. Purpose This memorandum documents the results of the conflicts of interest check conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm by Pinnacle Venture Fund II LP ("Pinnacle VC" or the "Client") as investor counsel in a Series A preferred stock financing (the "Financing" or the "Transaction") of Quillen Technologies, Inc. ("Quillen" or "Quillen Tech"
2. Matter Description
Standard
⚑ Commercial term
2. Matter Description Pinnacle Venture Fund II LP, a Delaware limited partnership (EIN 88-3529104), acting through its general partner entity, Pinnacle Capital Management LLC, a Delaware limited liability company (EIN 88-3471082), headquartered at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, California 94115, proposes to serve as lead investor in a $22,500,000 Series A preferred equity financing of Quill
3. Parties and Individuals Searched
High
⚑ Indemnity / guarantee obligation
3. Parties and Individuals Searched The following parties and individuals were identified as relevant to the conflicts analysis and were searched in the Firm's conflicts clearance systems. The list was compiled based on information provided by the Client, a preliminary review of Quillen Technologies' capitalization table and organizational documents as furnished by Fenwick, Torres & Keane LLP, and publicly available
4. Databases and Systems Searched
4. Databases and Systems Searched The conflicts check was conducted using the following Firm databases and systems:
1. Calderwood & Harkness LLP Internal Conflicts Database (IntaKe System). The IntaKe syst
1. Calderwood & Harkness LLP Internal Conflicts Database (IntaKe System). The IntaKe system is the Firm's primary enterprise conflicts management platform. It maintains a comprehensive record of all current and former clients, adverse parties, related entities, and individual contacts across all matters handled by the Firm. The IntaKe system was queried using the search methodology described in Section 5 below.
2. New-Matter Intake Records. The Firm's new-matter intake records were reviewed to ident
2. New-Matter Intake Records. The Firm's new-matter intake records were reviewed to identify any pending intake requests or recently opened matters involving any of the parties or individuals identified in Section 3.
3. Historical Client/Matter Lists (Active and Closed Matters for the Past Seven Years). T
3. Historical Client/Matter Lists (Active and Closed Matters for the Past Seven Years). The Firm maintains historical records of all active and closed matters for a rolling seven-year period, consistent with the Firm's document retention policy. These records were searched to identify any prior representations of or adverse to the parties or individuals listed in Section 3, including matters that may have been closed
4. Personnel Records (Lateral Hire Prior-Representation Disclosures). The Firm's human re
4. Personnel Records (Lateral Hire Prior-Representation Disclosures). The Firm's human resources records, including prior-representation disclosures submitted by lateral hires during the onboarding process, were reviewed to determine whether any current Firm attorney had previously represented or been adverse to any of the parties or individuals identified in Section 3 while employed at a prior firm. This review cove
5. Search Methodology
Medium
⚑ Confidentiality undertaking
5. Search Methodology The conflicts search was conducted in accordance with the Firm's standard conflict clearance protocols. The following methodology was employed to ensure a thorough and comprehensive review: Entity Name Searches. All entity names identified in Section 3 were searched in the IntaKe system and related databases using the full legal name of each entity, any commonly used short names, and all known t
6. Results of Conflicts Check
High
⚑ Non-compete / exclusivity restraint
6. Results of Conflicts Check The results of the conflicts search are set forth below, organized by party or group of parties. Each subsection identifies the party searched, summarizes the relevant search results, and states the conclusion reached with respect to the existence or absence of a conflict of interest. 6.1 Pinnacle Venture Fund II LP / Pinnacle Capital Management LLC Calderwood & Harkness LLP has not prev
7. Conclusion and Clearance
Medium
⚑ Assignment / subcontracting
7. Conclusion and Clearance Based on the comprehensive conflicts search conducted on April 1, 2026, using the databases, systems, and methodology described in Sections 4 and 5 of this memorandum, and based on the detailed results set forth in Section 6, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Pinnacle Venture Fund II LP as investor counsel in the p
8. Document Retention and Confidentiality Notice
Medium
⚑ Liability cap to check against exposure
8. Document Retention and Confidentiality Notice This memorandum is an internal, privileged, and confidential attorney work product of Calderwood & Harkness LLP. It was prepared solely for the purpose of documenting the Firm's conflicts of interest analysis in connection with the proposed representation of Pinnacle Venture Fund II LP in the Series A preferred stock financing of Quillen Technologies, Inc. This memoran