Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle" or the "Client"), managed by its general partner Pinnacle Capital Management LLC, a Delaware limited liability company. The Firm will serve as outside legal counsel to Pinnacle in connection with the negotiation, documentatio

2. Scope of Representation The Firm will represent Pinnacle as the lead investor in the Transaction, which contemplates a total round size of approximately Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in Series A Preferred Stock. Pinnacle's anticipated allocation as lead investor is approximately Fourteen Million Dollars ($14,000,000), alongside co-investors Blackthorn Growth Fund III LP (anticipate

3. Engagement Team The Firm has assembled the following team of attorneys to staff this engagement: Rachel Bernstein — Responsible Partner. Ms. Bernstein will oversee all aspects of the engagement, serving as the senior partner with ultimate responsibility for the quality and direction of the Firm's work product. Ms. Bernstein brings extensive experience in venture capital financings and emerging growth company repre

4. Fees and Billing Rates The Firm will bill the Client on an hourly basis for professional services rendered in connection with this engagement. The current standard hourly rates for the identified members of the engagement team are as follows: In the event that other attorneys or paralegals are assigned to work on the matter, their time will be billed at the Firm's then-current standard rates for such professionals

5. Expenses and Disbursements In addition to professional fees for legal services, the Client will be responsible for reimbursement of reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements may include, by way of example and without limitation, the following: • Filing fees (including fees for filings with the Delaware Secretary of State an

6. Company Reimbursement of Investor Counsel Fees The Client has informed the Firm that the draft term sheet for the Transaction provides that Quillen Technologies, Inc. will reimburse Pinnacle's reasonable legal fees and expenses incurred in connection with the Transaction, up to a maximum of Seventy-Five Thousand Dollars ($75,000) (the "Reimbursement Cap"). This reimbursement obligation is expected to be incorporat

7. Billing and Payment Terms The Firm will issue invoices for professional fees and disbursements on a monthly basis, reflecting services rendered and costs incurred during the preceding calendar month. Invoices will include a description of the services performed, the identity of the timekeeper, the hours expended, and the applicable rate, along with an itemization of any disbursements. All invoices are due and paya

8. Client Identity and Authority The Firm's client in this engagement is Pinnacle Venture Fund II LP, and not any individual partner, officer, employee, or affiliate thereof. For the avoidance of doubt, Pinnacle Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, is not a separate client of the Firm by virtue of this engagement, except to the extent that Pinnacle Capital Managem

9. Confidentiality The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with the applicable rules of professional conduct governing attorneys in the State of California and the Firm's internal policies regarding the protection of client information. Confidential information includes, without limitation, all non-public in

10. Conflicts of Interest The Firm has conducted a conflicts of interest check in connection with the proposed engagement, reviewing the identities of the Client, the Company, the Company's known founders and officers, and the co-investors in the Transaction against the Firm's existing client and matter records. Based on this review, the Firm has not identified any existing conflict of interest or other ethical imped

11. Governing Law This engagement letter and the relationship between the Firm and the Client arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any dispute a

12. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination of the engagement by either party shall be subject to the Firm's professional obligations under applicable rules of professional conduct, including any obligations arising from pending court proceedings or regulatory matters (if applicable), and the Firm's duty to take reasonable

13. Document Retention Upon completion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, notes, research, and copies of transaction documents — in accordance with the Firm's standard document retention policies, as in effect from time to time. Under the Firm's current policy, closed matter files are retained for a period of ten (10) years following the conclusion of the e

14. Limitation of Liability; No Guarantee of Outcome The Firm will exercise reasonable professional skill and care in performing the services described in this engagement letter, consistent with the standard of care applicable to attorneys practicing in the relevant areas of law. The Firm is committed to providing the Client with diligent, competent, and responsive legal counsel. Notwithstanding the foregoing, the Cl

15. Key Transaction Dates and Timeline (For Reference) For the Client's reference and planning purposes, the following are the key dates and milestones currently anticipated in connection with the Transaction. These dates are based on the information available as of the date of this letter and are subject to change as the Transaction progresses. The Firm notes, and the Client has confirmed, that the convertible note

16. Acceptance We are excited about the prospect of working with Pinnacle Venture Fund II LP on this Transaction, and we are confident that the Firm's experience and capabilities will be a valuable asset to the Client in achieving its investment objectives. We look forward to a productive engagement. Please confirm your acceptance of the terms and conditions set forth in this engagement letter by countersigning a cop