Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to identify, analyze, and recommend negotiation strategies for the seven principal open issues remaining between (a) the counter-term-sheet prepared and delivered on behalf of Pinnacle Venture Fund II LP ("Pinnacle" or the "Fund") on the date hereof, April 11, 2026, and (b) the original draft term sheet received from Quillen Technologies, Inc. (the "Company" or "

II. ISSUE-BY-ISSUE ANALYSIS Issue 1: Liquidation Preference — 1x Non-Participating vs. Participating Preferred with 3x Cap This is the most economically significant open issue in the term sheet negotiation and represents Pinnacle's highest-priority point. A. Company Draft Position The Company Term Sheet provides that the Series A Preferred Stock shall carry a participating preferred liquidation preference with a 3x p

III. SUMMARY OF NEGOTIATION PRIORITY RANKINGS The following table summarizes the relative priority of each open issue, categorized into three tiers to guide the negotiation team's allocation of time, leverage, and willingness to compromise: Critical (Must-Have). These issues are fundamental to the transaction and should not be conceded without significant compensating concessions elsewhere. Failure to secure these te

IV. PROPOSED NEXT STEPS AND TIMELINE We propose the following sequence of actions and milestones to advance the transaction toward signing and closing:

1. Internal Review and Approval (April 11–14, 2026) Circulate this memorandum to Christine Aldridge and Sandeep Rajan for review, discussion, and approval of the recommended negotiation positions. If any of the recommended positions or fallback parameters require adjustment based on the deal team's commercial judgment, please advise us promptly so that we can revise the counter-term-sheet accordingly. We request that

2. Delivery of Counter-Term-Sheet (April 14–15, 2026) Upon receiving approval of negotiation positions, we will finalize and deliver the marked-up counter-term-sheet (which has been prepared concurrently with this memorandum and is dated April 11, 2026) to Gregory Navarro and Sophie Marchetti at Fenwick, Torres & Keane LLP, 200 Clarendon Street, Suite 3400, Boston, MA 02116. We anticipate delivery by Tuesday, April 1

3. Term Sheet Negotiation and Execution (April 15–18, 2026) Target execution of the final term sheet and commencement of the 45-day exclusivity period by April 18, 2026. The exclusivity period, once commenced, would expire on June 2, 2026. We note that the Company's limited cash runway creates strong incentive for both parties to reach agreement on the term sheet expeditiously and to avoid protracted negotiation that

4. Due Diligence Period (April 18 – May 23, 2026) Immediately following term sheet execution, Calderwood & Harkness will commence comprehensive legal due diligence, covering corporate governance, capitalization, intellectual property, material contracts, employment and compensation, tax, regulatory compliance, privacy and data security, litigation, and insurance. We will coordinate with Pinnacle's internal team (led

5. Circulation of Definitive Documents (May 16, 2026) Target circulation of initial drafts of all definitive transaction documents by May 16, 2026. The definitive documents are expected to include the following: (a) Series A Preferred Stock Purchase Agreement; (b) Amended and Restated Certificate of Incorporation; (c) Amended and Restated Investors' Rights Agreement; (d) Amended and Restated Right of First Refusal an

6. Document Negotiation and Signing/Closing (May 16 – June 15, 2026) Target signing and closing of the Series A financing: June 15, 2026. We anticipate approximately four weeks of document negotiation, during which the parties will resolve any remaining issues arising from the definitive documents (beyond the term-sheet-level issues addressed in this memorandum). Closing conditions will include, at a minimum: (i) exe

7. First Post-Close Board Meeting (June 22, 2026) The first post-closing meeting of the reconstituted Board of Directors is targeted for June 22, 2026. At this meeting, the Board is expected to (i) formally seat the Series A Director designee (to be nominated by Pinnacle), (ii) ratify the closing of the Series A financing, (iii) approve the updated 2023 Equity Incentive Plan, (iv) review the Company's updated capital

8. Convertible Note Maturity Hard Deadline (June 30, 2026) As noted in the Executive Summary, the Company's outstanding convertible promissory notes (aggregate principal: $1,500,000, following a prior maturity extension) mature on June 30, 2026. The note holders are: Upon maturity, the note holders have the right to demand repayment of principal and accrued interest. Given the Company's cash position of approximately

V. DISCLAIMER AND CONFIDENTIALITY NOTICE This memorandum constitutes an internal attorney work product of Calderwood & Harkness LLP, prepared in connection with the firm's representation of Pinnacle Venture Fund II LP in connection with the proposed Series A Preferred Stock financing of Quillen Technologies, Inc. (Matter No. 1002-00002; Billing Code 78412.001). This memorandum is protected by the attorney-client priv