Contract analysis

I. Introduction and General Comments A. Purpose of This Memorandum Calderwood & Harkness LLP serves as legal counsel to Pinnacle Venture Fund II LP, the lead investor in the proposed $22,500,000 Series A Preferred Stock financing of Quillen Technologies, Inc. (the "Company"). In connection with that engagement, we have undertaken a thorough review of the draft Disclosure Schedules (the "Schedules") delivered by Fenwi

1. Incomplete and Placeholder Disclosures. Several of the Schedules appear incomplete or contain placeholder language — including bracketed references to documents "to be provided" and entries marked "TBD." All such placeholders must be replaced with final, substantive disclosures prior to closing. The Schedules, as delivered, do not satisfy the Company's obligations under Section 4.1(a) of the SPA, which requires de

2. Cross-References and Internal Consistency. We have observed a number of inconsistencies in cross-references between Schedules. For example, the intellectual property disclosures in Schedule 2.6 reference certain material contracts that do not appear in Schedule 2.9 (Material Contracts), and the employee disclosures in Schedule 2.10 reference option grants that are not fully reconciled with the option holder detail

3. Bring-Down and Update Obligations. The Schedules should be prepared to be accurate as of the date of delivery and must be updated through and as of the closing date. Pursuant to Section 5.4 of the SPA, the Company has an ongoing obligation to supplement the Schedules to reflect any material changes arising between the date of initial delivery and the closing date. We expect that a bring-down certificate will be de

4. Scope of Cross-Qualification. The draft Schedules do not clearly indicate whether disclosures made in one Schedule are intended to qualify only the specifically referenced representation and warranty or are also intended to cross-qualify other representations and warranties to which such disclosures may be relevant. Section 2.1 of the SPA provides that disclosures in a particular Schedule qualify the corresponding

5. Consistent Identification of the Company. All Schedules should consistently reference the full legal name of the Company as "Quillen Technologies, Inc." and should include identifying information — specifically, Delaware C-corporation status, Delaware Division of Corporations File Number 7384219, and Employer Identification Number 93-4817265 — where appropriate for clarity and completeness.

6. Supporting Documentation. Where the Schedules reference agreements, filings, reports, or other documents, we request that copies of such documents be made available in the virtual data room or delivered directly to Calderwood & Harkness LLP for review. References alone are insufficient to permit a meaningful assessment of the adequacy of the disclosure. We turn now to our schedule-by-schedule comments.

II. Schedule-by-Schedule Comments Schedule 2.2 — Capitalization Schedule 2.2 sets forth the Company's capitalization as of the date of the SPA. This is among the most critical Schedules for purposes of the Series A financing, as it establishes the baseline from which pre-money valuation, price per share, and economic dilution are calculated. Our review has identified a number of areas where the current disclosure is

III. Process and Timing Matters A. Schedule Update Obligation Pursuant to Section 5.4 of the SPA, the Company is obligated to update the Disclosure Schedules as of the closing date. All Schedules must be true, complete, and correct in all material respects as of both the date of execution of the SPA and the closing date. Any material changes in the matters disclosed in the Schedules that arise between the date of del

IV. Reservation of Rights These comments are preliminary in nature and are based on the materials reviewed by Calderwood & Harkness LLP as of the date hereof during the due diligence period, which commenced on April 18, 2026 and is currently expected to conclude no later than May 23, 2026. Our review of the Schedules is ongoing, and additional diligence materials continue to be received and reviewed. Pinnacle Venture