Contract analysis

I. Executive Summary The purpose of this memorandum is to provide the Pinnacle deal team with a comprehensive preliminary overview of the proposed Series A preferred stock financing of Quillen Technologies, Inc. ("Quillen" or the "Company"), based on our review of the draft term sheet received from the Company, through its counsel, Fenwick, Torres & Keane LLP ("Ostrander Solutions"), on April 4, 2026. This memorandum

II. Transaction Economics A. Round Size and Investor Allocations The draft term sheet contemplates a total round size of $22,500,000 in Series A Preferred Stock (the "Series A") at a price per share of $5.00. On this basis, the total number of Series A shares to be issued in exchange for new-money investment will be 4,500,000 shares ($22,500,000 ÷ $5.00 per share). This figure does not include shares to be issued upo

III. Pre-Series A Capitalization Set forth below is our preliminary understanding of Quillen's pre-Series A capitalization, based on information provided in the draft term sheet and related materials received from Ostrander Solutions. All figures remain subject to verification during due diligence, including review of the Company's stock ledger, option grant records, convertible note instruments, and certificate of i

IV. Convertible Note Conversion Mechanics The convertible notes issued by the Company on March 15, 2024 are expected to convert into shares of Series A Preferred Stock at the closing of the Series A financing. The conversion mechanics are governed by the terms of the notes themselves, which provide for two alternative methods of determining the conversion price. The more favorable price to the note holders (i.e., the

V. Option Pool Expansion The draft term sheet contemplates an expansion of the Company's equity incentive plan option pool from 2,000,000 authorized shares to 3,000,000 authorized shares, representing the addition of 1,000,000 new shares to the pool. This expansion is to occur prior to the closing of the Series A financing. Following the expansion, the option pool will have the following composition: • Outstanding op

VI. Post-Series A Capitalization (Pro Forma, Fully Diluted) Set forth below is our preliminary pro forma capitalization table for Quillen Technologies following the closing of the Series A financing, assuming (i) the issuance of 4,500,000 new-money Series A Preferred shares, (ii) the conversion of outstanding convertible notes into 851,250 Series A Preferred shares, (iii) the expansion of the option pool by 1,000,000

VII. Key Economic and Governance Terms This section summarizes the key economic and governance terms set forth in the draft term sheet received from Ostrander Solutions, together with our analysis and recommendations for each material provision. Where the draft term sheet's proposed terms differ from Pinnacle's preferred position, we have noted the discrepancy and provided our recommendation for the counter-term-shee

I. Registration Rights The draft term sheet provides for the following registration rights: • Demand registration: Available after the earlier of (i) five years from the closing of the Series A financing, or (ii) the completion of an initial public offering by the Company; • S-3 registration: Standard short-form registration rights, available once the Company is eligible to use Form S-3; • Piggyback registration righ

1. Transmit the due diligence request list to Ostrander Solutions immediately upon exclusivity commencement (or, ideally, prior to commencement with a caveat that the formal diligence period begins upon term sheet execution);

2. Begin drafting the definitive transaction documents (SPA, Amended and Restated Certificate of Incorporation, Investors' Rights Agreement, Voting Agreement, and ROFR/Co-Sale Agreement) in parallel with the diligence process, rather than sequentially;

3. Consider requesting a provision allowing for a 15-day extension of the exclusivity period upon mutual agreement of the parties, in the event that diligence or document negotiations require additional time. M. Legal Fee Reimbursement The draft term sheet provides that the Company will reimburse Pinnacle's legal fees up to a cap of $75,000, payable at closing. Calderwood & Harkness's estimated fees for work from the

VIII. Closing Conditions and Timeline A. Conditions to Closing The closing of the Series A financing will be subject to the satisfaction (or waiver) of customary conditions, which we expect to include the following:

1. Satisfactory completion of due diligence — legal, intellectual property, financial, and technical due diligence to be conducted by Calderwood & Harkness and Pinnacle's internal team, in each case to Pinnacle's reasonable satisfaction;

2. Execution and delivery of all definitive transaction documents — including, without limitation, the Stock Purchase Agreement ("SPA"), the Amended and Restated Certificate of Incorporation (the "Restated Charter"), the Investors' Rights Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, management rights letters (as applicable), legal opinions, and all ancillary documents and instrum

3. Filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, with evidence of such filing to be delivered to the investors at or prior to closing;

4. Conversion of outstanding convertible notes — all outstanding convertible promissory notes (aggregate principal of $1,500,000 plus accrued interest) to be converted into shares of Series A Preferred Stock simultaneously with or immediately prior to the closing;

5. Delivery of legal opinion of Company counsel — Fenwick, Torres & Keane LLP to deliver a customary legal opinion to the investors, covering matters such as due incorporation, corporate authority, valid issuance of shares, no conflicts with existing agreements, and related matters;

6. Board and stockholder approvals — the Company to have obtained all required approvals from its Board of Directors and stockholders, including any approvals required under the existing Series Seed Preferred Stock protective provisions, for the authorization and issuance of the Series A Preferred Stock, the filing of the Restated Charter, and the expansion of the option pool;

7. No material adverse change — no material adverse change in the Company's business, operations, financial condition, assets, liabilities, prospects, or results of operations shall have occurred between the date of the term sheet and the closing date. B. Key Dates Set forth below is the anticipated timeline for the transaction, based on the target dates reflected in the draft term sheet and our discussions with the

IX. Preliminary Negotiation Strategy and Priorities Based on our review of the draft term sheet and the analysis set forth in this memorandum, we recommend the following negotiation priorities for Pinnacle's counter-term-sheet. These priorities are listed in order of importance and reflect both economic significance and likely areas of contention with the Company and Ostrander Solutions. A. Priority 1: Liquidation Pr

X. Next Steps In light of the analysis and recommendations set forth in this memorandum, we propose the following immediate next steps:

1. Circulate this memorandum to the Pinnacle deal team — Christine Aldridge (Partner & Deal Lead) and Tomas Medina (Vice President) — for review, discussion, and feedback. We are available to schedule a call at your convenience to walk through the key issues and align on strategy.

2. Prepare and deliver Pinnacle's counter-term-sheet by April 11, 2026. We will prepare a revised term sheet reflecting Pinnacle's negotiation priorities as outlined in Section IX of this memorandum, incorporating the agreed-upon positions on liquidation preference, protective provisions, board composition, option pool expansion, founder vesting, and other terms.

3. Upon term sheet execution and exclusivity commencement (target April 18, 2026), transmit the due diligence request list to Fenwick, Torres & Keane LLP. The primary contacts at Ostrander Solutions are Gregory Navarro (Partner) and Sophie Marchetti (Associate). We will prepare a comprehensive request list covering corporate records, capitalization, material contracts, intellectual property, employment matters, tax c

4. Leila Nazari and Robert Jansen to prepare a QSBS eligibility memorandum analyzing the Company's compliance with the requirements of IRC § 1202, including the active business test, the gross assets test, and the eligible corporation requirements. This memorandum will be circulated to the Pinnacle deal team prior to the target signing date.

5. Rachel Bernstein to commence the privacy and data security due diligence workstream, including review of the Company's information security policies, data processing agreements, privacy notices, SOC 2 or other security audit reports, incident response plans, and applicable regulatory compliance.

6. Target circulation of initial drafts of definitive transaction documents by May 16, 2026. Calderwood & Harkness will prepare or review the following documents: Stock Purchase Agreement, Amended and Restated Certificate of Incorporation, Investors' Rights Agreement, Voting Agreement, Right of First Refusal and Co-Sale Agreement, management rights letter(s), and any applicable side letters.

7. Schedule a call with the Pinnacle team to align on negotiation strategy and priorities prior to delivery of the counter-term-sheet on April 11, 2026. We suggest a one-hour call during the week of April 7, 2026. We look forward to your feedback on this memorandum and to working closely with the Pinnacle deal team throughout the transaction process. Please do not hesitate to reach out with any questions or comments.