Contract analysis

ARTICLE I — NAME The name of the corporation is Quillen Technologies, Inc. (the "Corporation").

ARTICLE II — REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is Granite State Registered Agents, Inc.

ARTICLE III — PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purposes, including, without limitation, the power to enter into contracts, borrow money, acquire and dispose of property, and take such other actions as may be appropriate or incidental t

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Twenty-Five Million (25,000,000) shares, consisting of: (a) Fifteen Million (15,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and (b) Ten Million (10,000,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of wh

Section 4.2 — Common Stock. The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Common Stock and the holders thereof are as follows: (a) Voting Rights. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation, includin

Section 4.3 — Equity Incentive Plan; Option Pool. The Corporation's 2023 Equity Incentive Plan (as amended from time to time, the "Equity Incentive Plan") has been amended to authorize the issuance of up to Three Million (3,000,000) shares of Common Stock thereunder, which authorization reflects an expansion from the prior authorization of Two Million (2,000,000) shares by an increase of One Million (1,000,000) share

ARTICLE V — RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES SEED PREFERRED STOCK The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Series Seed Preferred Stock and the holders thereof are as follows:

Section 5.1 — Designation. Two Million Five Hundred Thousand (2,500,000) shares of Preferred Stock are hereby designated "Series Seed Preferred Stock." The original issue price per share of the Series Seed Preferred Stock shall be One Dollar and Twenty Cents ($1.20) per share, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, and similar events (the "Series Seed Origina

Section 5.2 — Voting. Each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Seed Preferred Stock are then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockh

Section 5.3 — Dividends. Holders of Series Seed Preferred Stock shall be entitled to receive non-cumulative dividends at the rate of eight percent (8%) of the Series Seed Original Issue Price per share per annum (i.e., $0.096 per share per annum), payable when and if declared by the Board of Directors out of funds lawfully available therefor. Such dividends shall be payable in preference to and prior to any dividends

Section 5.4 — Liquidation Preference. (a) Preference Amount. Upon any Liquidation Event (as defined in Section 6.4(a) hereof), the holders of Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any distribution or payment to the holders of Common Stock, an amount per share equal to the Series Seed Original Issue Price ($1.20 per share), plus any dividends declared but unpaid on such s

Section 5.5 — Conversion. (a) Optional Conversion. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder thereof, into one (1) fully paid and nonassessable share of Common Stock (the "Series Seed Conversion Rate"), subject to adjustment as provided herein or elsewhere in

Section 5.6 — Anti-Dilution. The Series Seed Preferred Stock shall be entitled to broad-based weighted-average anti-dilution protection, calculated in the same manner and subject to the same terms and conditions as set forth in Section 6.6 hereof with respect to the Series A Preferred Stock, mutatis mutandis. In the event of a Dilutive Issuance (as defined in Section 6.6(a) hereof), the conversion price applicable to

ARTICLE VI — RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES A PREFERRED STOCK The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Series A Preferred Stock and the holders thereof are as follows:

Section 6.1 — Designation and Amount. (a) Designation. Five Million Three Hundred Fifty-One Thousand Two Hundred Fifty (5,351,250) shares of Preferred Stock are hereby designated "Series A Preferred Stock." (b) New-Money Shares. Up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock are issuable in connection with new-money investment at a price of Five Dollars ($5.00) per share, for

Section 6.2 — Voting Rights. (a) General Voting. Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock are then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any writ

Section 6.3 — Dividends. (a) Preferential Dividends. Holders of Series A Preferred Stock shall be entitled to receive non-cumulative dividends at the rate of eight percent (8%) per annum of the Series A Original Issue Price per share (i.e., $0.40 per share per annum), payable when and if declared by the Board of Directors out of funds lawfully available therefor. Such dividends shall be payable prior and in preferenc

Section 6.4 — Liquidation Preference. (a) Definition of Liquidation Event. For purposes of this Restated Certificate, a "Liquidation Event" shall mean: (i) any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation; or (ii) a Deemed Liquidation Event. A "Deemed Liquidation Event" shall mean, unless otherwise determined by the holders of a majority of the then-outstanding sh

Section 6.5 — Conversion. (a) Optional Conversion. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Conversion Price (a

Section 6.6 — Anti-Dilution Protection. (a) Broad-Based Weighted-Average Adjustment. If the Corporation issues or sells, or is deemed to issue or sell, any additional shares of Common Stock or Common Stock Equivalents (as defined below) for a consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale (a "Dilutive Issuance"), then the Conversion Price shall be reduced,

Section 6.7 — Redemption. The Series A Preferred Stock is not redeemable at the option of the holders thereof or the Corporation. No holder of Series A Preferred Stock shall have any right to require the Corporation to redeem or repurchase any shares of Series A Preferred Stock, and the Corporation shall have no obligation to redeem or repurchase any shares of Series A Preferred Stock.

Section 6.8 — Protective Provisions. In addition to any other vote or consent required by law or by this Restated Certificate, the Corporation shall not, either directly or indirectly, by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote required by law or this Restated Certificate) the prior written consent or

ARTICLE VII — BOARD OF DIRECTORS

Section 7.1 — Number and Composition. The number of directors constituting the Board of Directors shall be five (5), unless otherwise changed by an amendment to this Restated Certificate adopted in accordance with the provisions hereof (including Section 6.8(h)). The Board of Directors shall be composed as follows: (a) Two (2) directors elected by the holders of Common Stock, voting as a separate class (the "Common D

Section 7.2 — Removal and Vacancies. (a) Removal. Each director may be removed from office, with or without cause, only by the affirmative vote of the class or group of stockholders entitled to elect such director pursuant to Section 7.1 hereof. No director may be removed by any other class or group of stockholders or by the Board of Directors. The Independent Director may be removed, with or without cause, only by t

Section 7.3 — Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, this Restated Certificate, or the bylaws of the Corporation required to be exercised or done by the stockholders. Without limiting the generality of t

ARTICLE VIII — INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 8.1 — Limitation of Director and Officer Liability. (a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (including, without limitation, Section 102(b)(7) and Section 102(f) of the DGCL, as amended by Senate Bill 21 of the 153rd Delaware General Assembly, effective August 1, 2025), no director or officer of the Corporation shall be personally liable to the Corporation o

Section 8.2 — Indemnification. (a) The Corporation shall indemnify and hold harmless, to the fullest extent authorized by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), each person who is or

Section 8.3 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss

ARTICLE IX — BYLAWS The Board of Directors is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation, in whole or in part, by the affirmative vote of a majority of the directors then in office; provided, however, that any adoption, amendment, or repeal of the bylaws by the Board of Directors shall be subject to the protective provisions set forth in Section 6.8 of Article VI hereof to the exten

ARTICLE X — STOCKHOLDER ACTION

Section 10.1 — Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be n

Section 10.2 — Special Meetings. Special meetings of stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (if one is elected), or the Chief Executive Officer of the Corporation. Special meetings of stockholders may not be called by any other person or persons. At any special meeting of stockholders, only such business shall be conducted as shal

ARTICLE XI — AMENDMENTS The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Notwithstanding the foregoing, any amendment to this Restated Certificate that would adversely affect

Section 12.1 — Forum Selection. (a) Delaware Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any other state court located within the State of Delaware, or, if no state court located within the State of Delaware has subject matter jurisdic

Section 12.2 — Severability. If any provision of this Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated C

Section 12.3 — Employer Identification Number. The Corporation's Employer Identification Number, as assigned by the Internal Revenue Service, is 93-4817265. [Remainder of this page intentionally left blank. Signature page follows.] [SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION] IN WITNESS WHEREOF, Quillen Technologies, Inc. has caused this Amended and Restated Certificate of Incorporation to be