Contract analysis

I. EXECUTIVE SUMMARY This memorandum assesses whether Quillen Technologies, Inc. ("Quillen" or the "Company"), a Delaware C-corporation headquartered at 88 Garrison Street, Floor 4, Boston, MA 02116 (EIN 93-4817265), is required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act," 15 U.S.C. §§ 80b-1 et seq.), or under analogous state securities laws, in conne

II. BACKGROUND A. Overview of Quillen Technologies, Inc. Quillen Technologies, Inc. was incorporated in the State of Delaware on July 12, 2023, under Delaware File Number 7384219. The Company's registered agent is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801. The Company maintains its principal office and headquarters at 88 Garrison Street, Floor 4, Boston, Massachusetts

III. FEDERAL ANALYSIS — INVESTMENT ADVISERS ACT OF 1940 A. Statutory Definition of "Investment Adviser"

Section 202(a)(11) of the Advisers Act defines the term "investment adviser" as: "any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or repor

1. The Advice Prong. The person provides advice, or issues or promulgates analyses or reports, regarding securities. This prong encompasses two alternative formulations: (a) advising others as to the value of securities or as to the advisability of investing in, purchasing, or selling securities; or (b) issuing or promulgating analyses or reports concerning securities.

2. The Business Prong. The person is "in the business" of providing such advice or, in the case of the second formulation, issues or promulgates such analyses or reports "as part of a regular business." The SEC has interpreted this prong to require that the advisory activity constitute a business activity of the person and not merely an incidental or isolated occurrence. Factors relevant to this determination include

3. The Compensation Prong. The person receives compensation for the advice or analytical services. The SEC has interpreted "compensation" broadly to include any economic benefit, whether in the form of fees, commissions, or other remuneration, and the compensation need not be paid directly by the person receiving the advice. See 1987 Release. However, the compensation must be received for the advisory services — that

1. Does Mosaic Provide "Advice" Regarding Securities?. The threshold question is whether the Mosaic platform provides "advice" as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or whether it issues or promulgates "analyses or reports concerning securities." This is the most nuanced element of the analysis, and we address it in detail below. Nature of Mosaic's

2. Is Quillen "In the Business" of Providing Advice?. Even if Mosaic's analytical outputs could be construed as falling within the scope of the advice prong, Quillen is not "in the business" of providing investment advice. Quillen's Business Is Software Development and Licensing. Quillen's business, as reflected in its corporate formation documents, marketing materials, customer contracts, product documentation, and

3. Compensation Analysis. The third prong of the three-prong test requires that the person receive "compensation" for the advice or analytical services. The SEC has interpreted this prong broadly, but the compensation must be received for the advisory activity — there must be a nexus between the compensation and the provision of advice. Fixed Subscription Fees. Quillen receives compensation solely in the form of fixe

4. Conclusion on Three-Prong Test. Based on the analysis set forth above, Quillen does not satisfy the statutory definition of "investment adviser" under Section 202(a)(11) of the Advisers Act. Specifically: • Advice Prong: Quillen does not provide advice as to the value of securities or as to the advisability of investing in, purchasing, or selling securities. Its platform provides analytical tools, not investment r

IV. STATE-LEVEL ANALYSIS A. Massachusetts (Headquarters and Principal Office) Quillen maintains its headquarters and principal office at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. As such, Massachusetts is the primary state jurisdiction in which the Company's regulatory status must be assessed. The Massachusetts Securities Division administers the Massachusetts Uniform Securities Act, codified at M.G.L

V. RISK FACTORS AND AREAS FOR ONGOING MONITORING While our overall conclusion is that Quillen is not required to register as an investment adviser, we identify the following risk factors and areas for ongoing monitoring that should be considered by the deal team in connection with the Series A investment and incorporated into the post-closing governance and compliance framework. A. Evolving SEC Guidance on AI and Fin

VI. RECOMMENDATIONS FOR TRANSACTION DOCUMENTS Based on the analysis set forth in this memorandum, we recommend the following provisions for inclusion in the Series A transactio