1002-00002 · Pinnacle Venture Fund II LP · Closing

board-consent-pre-closing-quillen.docx DOCUMENT Funds

1 / 40 → ✕

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

QUILLEN TECHNOLOGIES, INC.

Action by Unanimous Written Consent In Lieu of a Special Meeting

Pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.7 of the Amended and Restated Bylaws of Quillen Technologies, Inc., a Delaware corporation (the "Company"), the undersigned, being all of the members of the Board of Directors of the Company (the "Board"), hereby adopt the following recitals and resolutions by unanimous written consent without a meeting, effective as of the date set forth on the signature pages hereto (this "Consent"). This Consent may be executed in one or more counterparts, including by facsimile or electronic signature (including Brightwater Software or similar platform), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Any counterpart so executed shall have the same force and effect as if all signatories had signed the same document.

RECITALS

A. Background of the Company.

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on July 12, 2023, and assigned Delaware File Number 7384219. The Company's Federal Employer Identification Number is 93-4817265. The Company's principal place of business is located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. The Company's registered agent in the State of Delaware is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

The Company is engaged in the business of developing and marketing "Mosaic," an AI-driven portfolio analytics and risk-attribution platform sold on a software-as-a-service ("SaaS") subscription basis to institutional asset managers, pension consultants, endowments, and other institutional investors. The Company currently has approximately thirty-seven (37) full-time employees and contractors, and its product is in general availability with a growing base of institutional customers.

B. Background of the Proposed Financing.

The Board has been presented with, and each member of the Board has reviewed, the terms and conditions of a proposed Series A Preferred Stock financing (the "Financing"). The material terms of the Financing are as follows:

(i) The Financing contemplates aggregate gross proceeds to the Company of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) from the issuance and sale of new shares of Series A Preferred Stock of the Company (the "Series A Preferred Stock").

(ii) The purchase price per share of Series A Preferred Stock shall be Five Dollars ($5.00) per share.

(iii) A total of Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock shall be issued to the investors for new cash consideration.

(iv) The Financing implies a pre-money valuation of the Company of Fifty-Seven Million Five Hundred Thousand Dollars ($57,500,000) and a post-money valuation of Eighty Million Dollars ($80,000,000).

(v) The lead investor in the Financing is Pinnacle Venture Fund II LP ("Pinnacle"), which shall invest Fourteen Million Dollars ($14,000,000) for Two Million Eight Hundred Thousand (2,800,000) shares of Series A Preferred Stock.

(vi) The co-investors in the Financing are: (a) Blackthorn Growth Fund III LP ("Blackthorn"), which shall invest Six Million Dollars ($6,000,000) for One Million Two Hundred Thousand (1,200,000) shares of Series A Preferred Stock; and (b) Stonebridge Ventures LLC ("Stonebridge"), which shall invest Two Million Five Hundred Thousand Dollars ($2,500,000) for Five Hundred Thousand (500,000) shares of Series A Preferred Stock (Pinnacle, Blackthorn, and Stonebridge, collectively, the "Investors," and each, an "Investor").

(vii) In addition to the shares issued for new cash consideration, outstanding convertible promissory notes of the Company in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus estimated accrued and unpaid interest of approximately Two Hundred Two Thousand Five Hundred Dollars ($202,500), for a total conversion amount of approximately One Million Seven Hundred Two Thousand Five Hundred Dollars ($1,702,500) (collectively, the "Notes"), will convert into approximately Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock at a conversion price of Two Dollars ($2.00) per share, derived from a valuation cap of Twenty-Five Million Dollars ($25,000,000). The Notes are held by: (a) Harborview Angel Syndicate LLC (principal amount of $750,000); (b) Caldwell Family Office LLC (principal amount of $500,000); and (c) Dr. Lawrence Hu (principal amount of $250,000) (collectively, the "Note Holders").

The Board has reviewed all relevant materials relating to the Financing, including drafts of the transaction documents circulated on or about May 16, 2026, by the Company's outside counsel, Fenwick, Torres & Keane LLP ("Company Counsel"), and has had the opportunity to ask questions of, and receive answers from, management of the Company and Company Counsel regarding the terms of the Financing and the transaction documents.

C. Determination of Best Interests.

After careful consideration of, among other things: (i) the terms and conditions of the Financing as described above and in the transaction documents; (ii) the current financial position of the Company, including approximately One Million One Hundred Thousand Dollars ($1,100,000) in cash on hand as of March 31, 2026, a monthly net cash burn rate of approximately Four Hundred Twenty Thousand Dollars ($420,000), and approximately 2.6 months of remaining operating runway at the current burn rate; (iii) the Company's growth trajectory, including quarterly annualized recurring revenue ("ARR") of approximately Three Million Eight Hundred Thousand Dollars ($3,800,000) as of the first quarter of 2026; (iv) the strategic value of partnering with the Investors, including the Investors' relevant sector expertise, operating resources, and network relationships; and (v) the alternatives available to the Company, including bridge financing and alternative term sheets, the Board has determined that the Financing and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

SECTION 1 — APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Resolution 1.1 — Approval of the Amended and Restated Certificate of Incorporation.

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate"), in substantially the form presented to the Board and attached hereto as Exhibit A, with such changes therein as the officers of the Company, with the advice of Company Counsel, may approve (such approval to be conclusively evidenced by the execution and filing thereof), is hereby approved and adopted in all respects. The Restated Certificate provides for, among other things:

(a) the authorization of the Series A Preferred Stock, including the designation, rights, preferences, privileges, and restrictions thereof;

(b) a liquidation preference for the Series A Preferred Stock of one times (1x) the original issue price per share, plus all declared but unpaid dividends, on a non-participating preferred basis, such that upon any Deemed Liquidation Event (as defined in the Restated Certificate), holders of Series A Preferred Stock shall receive, prior and in preference to any distribution to the holders of Common Stock, an amount equal to the greater of (I) one times (1x) the original issue price per share, plus declared but unpaid dividends, or (II) the amount such holder would receive if the Series A Preferred Stock were converted into Common Stock immediately prior to such Deemed Liquidation Event;

(c) dividends on the Series A Preferred Stock at the rate of eight percent (8%) per annum of the original issue price, non-cumulative, payable when and if declared by the Board out of funds legally available therefor, prior and in preference to dividends on Common Stock;

(d) anti-dilution protection for the Series A Preferred Stock on a broad-based weighted-average basis, with customary carve-outs for issuances pursuant to equity incentive plans, strategic partnerships, and equipment leasing or debt financing approved by the Board;

(e) conversion rights providing that each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, into shares of Common Stock at an initial conversion ratio of one-to-one (1:1), subject to adjustment for stock splits, stock dividends, recapitalizations, and anti-dilution adjustments, and providing for mandatory conversion upon the affirmative vote of the holders of a majority of the outstanding Series A Preferred Stock or upon a Qualified IPO (as defined in the Restated Certificate);

(f) protective provisions requiring the prior written consent of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class on an as-converted basis) for certain actions, including without limitation: (I) the incurrence of indebtedness by the Company or any subsidiary exceeding Five Hundred Thousand Dollars ($500,000) in the aggregate (excluding trade payables and equipment financing in the ordinary course); (II) any acquisition of, or merger or consolidation with, another entity; (III) any liquidation, dissolution, or winding up of the Company; (IV) any amendment, alteration, or repeal of any provision of the Restated Certificate or the Bylaws that adversely affects the rights, preferences, or privileges of the Series A Preferred Stock; (V) the authorization or issuance of any equity security senior to or on parity with the Series A Preferred Stock; (VI) the declaration or payment of any dividend or distribution on, or the redemption or repurchase of, any shares of Common Stock (other than repurchases at cost upon termination of service); and (VII) any increase or decrease in the authorized number of shares of Series A Preferred Stock;

(g) an increase in the number of authorized shares of Common Stock as necessary to accommodate the conversion of all shares of Series A Preferred Stock and the expanded equity incentive plan option pool; and

(h) the expansion of the equity incentive plan option pool from Two Million (2,000,000) authorized shares to Three Million (3,000,000) authorized shares, an increase of One Million (1,000,000) new shares, with the resulting dilution to be borne entirely by the pre-Series A stockholders (including the Founders and holders of Series Seed Preferred Stock) and not by the Series A Investors.

Resolution 1.2 — Recommendation to Stockholders.

RESOLVED, that the Board hereby recommends that the stockholders of the Company approve and adopt the Restated Certificate in all respects and authorize its filing with the Secretary of State of the State of Delaware, and that the officers of the Company are hereby authorized and directed to take all actions reasonably necessary to obtain such stockholder approval.

Resolution 1.3 — Solicitation of Stockholder Consent.

RESOLVED, that the officers of the Company are hereby authorized and directed to solicit the written consent of the stockholders of the Company, in accordance with Sections 228 and 242 of the DGCL and the Company's Bylaws, to approve and adopt the Restated Certificate and the transactions contemplated thereby, and to circulate to the stockholders such information statements, notices, and other materials as may be required by applicable law in connection therewith.

SECTION 2 — APPROVAL OF THE SERIES A PREFERRED STOCK FINANCING AND TRANSACTION DOCUMENTS

Resolution 2.1 — Approval of the Stock Purchase Agreement.

RESOLVED, that the Series A Preferred Stock Purchase Agreement (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto, in substantially the form presented to the Board and attached hereto as Exhibit B, providing for the issuance and sale of up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock at a purchase price of Five Dollars ($5.00) per share for aggregate cash consideration of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and the issuance of approximately Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock upon conversion of the outstanding Notes, together with the representations, warranties, covenants, conditions to closing, and indemnification provisions contained therein, is hereby approved in all respects. The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the Purchase Agreement, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Resolution 2.2 — Approval of the Investors' Rights Agreement.

RESOLVED, that the Investors' Rights Agreement (the "IRA"), by and among the Company, the Investors (as Series A Investors), and the holders of Series Seed Preferred Stock (as existing investors), in substantially the form presented to the Board and attached hereto as Exhibit C, is hereby approved in all respects. The IRA provides for, among other things:

(a) Information Rights: the delivery by the Company to Major Investors (as defined in the IRA) of (I) monthly unaudited financial statements within thirty (30) days after the end of each calendar month; (II) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year; and (III) an annual operating budget and business plan for the ensuing fiscal year, to be delivered to the Board and Major Investors by December 15 of each year;

(b) Registration Rights: (I) demand registration rights, exercisable after the earlier of five (5) years from the date of the IRA or the consummation of a qualified initial public offering of the Company's securities; (II) registration on Form S-3 (or any successor form), subject to customary limitations; and (III) piggyback registration rights on any registration statement filed by the Company for its own account, subject to customary cutback provisions and underwriter limitations;

(c) Pro Rata and Right of First Offer Rights: the right of Major Investors to participate in future equity financings of the Company on a pro rata basis, based on their respective as-converted percentage ownership of the Company's capital stock, with customary exceptions for equity incentive plan issuances, strategic transactions, and equipment financing; and

(d) such other provisions as are customary in investors' rights agreements for venture capital financings.

The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the IRA, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.

Resolution 2.3 — Approval of the Voting Agreement.

RESOLVED, that the Voting Agreement (the "Voting Agreement"), by and among the Company, the Founders (as defined therein), the Investors (as Series A Investors), and the holders of Series Seed Preferred Stock (as Series Seed Investors), in substantially the form presented to the Board and attached hereto as Exhibit D, is hereby approved in all respects. The Voting Agreement provides for, among other things:

(a) Board Composition: a Board of Directors consisting of five (5) members, designated as follows:

(I) two (2) directors elected by the holders of Common Stock, voting as a separate class (the "Common Directors"), with the initial designees being Dr. Amara Osei and Julian Voss;

(II) two (2) directors elected by the holders of Series A Preferred Stock, voting as a separate class (the "Series A Directors"), with one (1) director designated by Pinnacle Venture Fund II LP (initially Christine Aldridge) and one (1) director designated by Blackthorn Growth Fund III LP (initially Diana Hershfield); and

(III) one (1) independent director (the "Independent Director"), who shall be mutually agreed upon by the holders of a majority of the Common Stock and the holders of a majority of the Preferred Stock, voting together as a single class on an as-converted basis, and who shall not be an employee or officer of the Company or an affiliate of any Investor; and

(b) Drag-Along Provisions: drag-along rights requiring that, upon the approval of a proposed Sale of the Company (as defined in the Voting Agreement) by the holders of a majority of the then-outstanding shares of Common Stock and the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis), all other stockholders shall be obligated to vote in favor of and consent to such Sale of the Company on the same terms and conditions as the approving stockholders, subject to customary exceptions and limitations.

The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the Voting Agreement, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.

Resolution 2.4 — Approval of the Right of First Refusal and Co-Sale Agreement.

RESOLVED, that the Right of First Refusal and Co-Sale Agreement (the "ROFR Agreement"), by and among the Company, the Founders (Dr. Amara Osei and Julian Voss), the Investors (as Series A Investors), and the holders of Series Seed Preferred Stock (as Series Seed Investors), in substantially the form presented to the Board and attached hereto as Exhibit E, is hereby approved in all respects. The ROFR Agreement provides for, among other things:

(a) a right of first refusal in favor of the Company and, secondarily, the Investors (on a pro rata basis), on any proposed transfers of shares of capital stock by the Founders and other key holders (as identified therein), subject to customary permitted transfers (including transfers for estate planning purposes to family members, trusts, and affiliated entities);

(b) co-sale and tag-along rights permitting the Investors to participate in any proposed transfer of shares by the Founders and other key holders on a pro rata basis and on the same terms and conditions as the selling stockholder; and

The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the ROFR Agreement, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.

Resolution 2.5 — Approval of Management Rights Letters.

RESOLVED, that the Management Rights Letters to be issued by the Company in favor of (a) Pinnacle Venture Fund II LP and (b) Blackthorn Growth Fund III LP, respectively, in substantially the forms presented to the Board and attached hereto as Exhibit F-1 and Exhibit F-2, granting each such Investor management rights sufficient to qualify its investment in the Company as a "venture capital operating company" investment under the regulations of the United States Department of Labor, specifically 29 C.F.R. § 2510.3-101(d), and thereby exempting the assets of the Company from being treated as "plan assets" for purposes of the Employee Retirement Income Security Act of 1974, as amended, are hereby approved in all respects. The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver such Management Rights Letters, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.

Resolution 2.6 — Approval of Side Letter (Pinnacle Enhanced Information and Inspection Rights).

RESOLVED, that the Side Letter between the Company and Pinnacle Venture Fund II LP, in substantially the form presented to the Board and attached hereto as Exhibit G, is hereby approved in all respects. The Side Letter provides Pinnacle with the following enhanced rights, in addition to the information rights set forth in the IRA:

(a) quarterly unaudited financial statements, to be delivered within forty-five (45) days after the end of each fiscal quarter;

(b) quarterly key performance indicator ("KPI") dashboards, including metrics relating to annualized recurring revenue (ARR), net revenue retention, gross and net churn rates, customer count, average contract value, and such other metrics as may be reasonably requested by Pinnacle from time to time; and

(c) enhanced inspection rights, including the right, upon reasonable prior written notice (not less than five (5) business days) and during normal business hours, to inspect the books, records, and facilities of the Company, and to discuss the Company's affairs, finances, and accounts with the Company's officers, directors, employees, auditors, and advisors.

The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the Side Letter, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.

Resolution 2.7 — Approval of Indemnification Agreements.

RESOLVED, that the Company is hereby authorized to enter into Indemnification Agreements with each director of the Company, including the current directors and the new directors to be appointed in connection with the Financing (specifically, the Pinnacle board designee, Christine Aldridge, and the Blackthorn board designee, Diana Hershfield), in substantially the form presented to the Board and attached hereto as Exhibit H. Each such Indemnification Agreement shall provide for the indemnification of, and advancement of expenses to, each director to the fullest extent permitted by the DGCL and the Company's Restated Certificate and Bylaws, as the same may be amended from time to time, including without limitation indemnification against all expenses (including attorneys' fees), judgments, fines, penalties, and settlement amounts actually and reasonably incurred by such director in connection with any threatened, pending, or completed action, suit, or proceeding by reason of such director's service to the Company. The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver such Indemnification Agreements.

SECTION 3 — AUTHORIZATION OF ISSUANCE OF SERIES A PREFERRED STOCK

Resolution 3.1 — Issuance of Shares for Cash.

RESOLVED, that the issuance and sale of up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock at a purchase price of Five Dollars ($5.00) per share to the Investors set forth on the Schedule of Investors to the Purchase Agreement is hereby authorized in all respects, allocated as follows:

RESOLVED FURTHER, that such shares of Series A Preferred Stock, when issued and delivered by the Company against payment of the purchase price therefor in accordance with the terms and conditions of the Purchase Agreement, shall be validly issued, fully paid, and nonassessable, and shall not be subject to any preemptive rights, rights of first refusal, or other similar rights of any person or entity, other than as set forth in the IRA and the ROFR Agreement.

Resolution 3.2 — Issuance of Shares upon Conversion of Convertible Notes.

RESOLVED, that the issuance of approximately Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock upon conversion of the outstanding Notes at a conversion price of Two Dollars ($2.00) per share, in accordance with the terms of such Notes and the Purchase Agreement, is hereby authorized in all respects. The shares shall be allocated approximately as follows among the Note Holders, based on the principal amount and estimated accrued interest of each Note as of the anticipated closing date:

Note: The exact number of shares issuable upon conversion will be determined at closing based on the actual amount of accrued interest calculated through the closing date. Any fractional shares shall be rounded down to the nearest whole share, with any resulting fractional amount paid in cash.

RESOLVED FURTHER, that such shares of Series A Preferred Stock, when issued upon conversion in accordance with the terms of the Notes and the Purchase Agreement, shall be validly issued, fully paid, and nonassessable.

Resolution 3.3 — Reservation of Shares for Conversion.

RESOLVED, that a sufficient number of shares of Common Stock of the Company shall at all times be reserved for issuance upon the conversion of all outstanding shares of Series A Preferred Stock, as provided in the Restated Certificate. The officers of the Company are hereby directed to take all actions necessary to ensure that such shares are so reserved, including causing the transfer agent of the Company (if any) to reserve such shares.

SECTION 4 — APPROVAL OF EXPANSION OF EQUITY INCENTIVE PLAN OPTION POOL

Resolution 4.1 — Option Pool Increase.

RESOLVED, that, subject to and contingent upon (i) the approval of the stockholders of the Company and (ii) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan") is hereby amended to increase the total number of shares of Common Stock authorized for issuance under the Plan from Two Million (2,000,000) shares to Three Million (3,000,000) shares, representing an increase of One Million (1,000,000) newly authorized shares. Following such amendment, the Plan shall have approximately One Million Eight Hundred Thousand (1,800,000) shares available for future grant, consisting of approximately Eight Hundred Thousand (800,000) shares currently available and unissued under the Plan, plus the One Million (1,000,000) newly authorized shares, in addition to the approximately One Million Two Hundred Thousand (1,200,000) shares subject to outstanding option awards. The officers of the Company are hereby authorized to prepare and execute an amendment to the Plan effecting the foregoing increase.

Resolution 4.2 — Recommendation to Stockholders.

RESOLVED, that the Board hereby recommends that the stockholders of the Company approve the amendment to the Plan to increase the total number of shares of Common Stock authorized for issuance thereunder from Two Million (2,000,000) shares to Three Million (3,000,000) shares, and that the officers of the Company are hereby authorized and directed to solicit the written consent of the stockholders in connection therewith.

SECTION 5 — APPROVAL OF FOUNDER VESTING ARRANGEMENTS

Resolution 5.1 — Founder Vesting.

RESOLVED, that the Board hereby approves the imposition of vesting schedules on the outstanding shares of Common Stock of the Company held by the Founders (Dr. Amara Osei and Julian Voss), as contemplated by the Purchase Agreement and the IRA, on the following terms:

(a) Each Founder's unvested shares of Common Stock shall vest over a period of four (4) years from the date of the Founders' original commencement of service to the Company, subject to a one (1)-year cliff;

(b) Each Founder shall receive vesting credit for time served from the date of the Company's incorporation (July 12, 2023) through the anticipated closing date of the Financing, representing approximately thirty-five (35) months of prior service. Such vesting credit shall be equivalent to approximately twenty-five percent (25%) of the applicable vesting period (approximately 8.75 months of credited vesting);

(c) The remaining unvested shares shall continue to vest in equal monthly installments over the balance of the four (4)-year vesting period following the cliff, subject to each Founder's continued service to the Company as an employee, director, or consultant;

(d) In the event of a termination of a Founder's service without Cause or a resignation for Good Reason (each as defined in the applicable restricted stock purchase agreement or equity grant agreement), the applicable accelerated vesting provisions, if any, set forth in such Founder's agreement shall apply; and

(e) Each Founder shall execute a restricted stock purchase agreement or similar instrument evidencing the vesting terms set forth herein, in substantially the form agreed upon by the Company, the Founders, and the Investors.

The officers of the Company are hereby authorized to negotiate, finalize, and deliver such restricted stock purchase agreements or similar instruments to each Founder.

SECTION 6 — BOARD COMPOSITION

Resolution 6.1 — Reconstitution of the Board.

RESOLVED, that, effective upon and subject to the closing of the Financing and the execution and delivery of the Voting Agreement, the Board of Directors of the Company shall be reconstituted to consist of five (5) members, as follows:

(a) Common Directors (two seats): Dr. Amara Osei and Julian Voss, each designated by the holders of the Common Stock of the Company in accordance with the Voting Agreement;

(b) Series A Directors (two seats):

(I) Christine Aldridge, designated by Pinnacle Venture Fund II LP in accordance with the Voting Agreement; and

(II) Diana Hershfield, designated by Blackthorn Growth Fund III LP in accordance with the Voting Agreement; and

(c) Independent Director (one seat): one independent director, to be mutually agreed upon by the holders of a majority of the Common Stock and the holders of a majority of the Preferred Stock (voting together as a single class on an as-converted basis), who shall qualify as an "independent director" and shall not be an employee, officer, or consultant of the Company or an affiliate or partner of any Investor. The Independent Director shall be identified and appointed as promptly as practicable following the closing of the Financing, and in any event within ninety (90) days of the closing date.

The Board hereby welcomes Christine Aldridge and Diana Hershfield as incoming directors and acknowledges that their service shall commence upon and be conditioned upon the closing of the Financing.

Resolution 6.2 — First Post-Close Board Meeting.

RESOLVED, that the first meeting of the reconstituted Board of Directors following the closing of the Financing shall be scheduled for June 22, 2026, or such other date as may be agreed upon by a majority of the members of the reconstituted Board. The officers of the Company are hereby directed to circulate a notice and preliminary agenda for such meeting to all incoming and continuing directors no later than ten (10) days prior to the meeting date.

SECTION 7 — CONVERSION OF CONVERTIBLE NOTES

Resolution 7.1 — Acknowledgment and Approval of Note Conversion.

RESOLVED, that the Board hereby acknowledges and approves the conversion of all outstanding convertible promissory notes of the Company into shares of Series A Preferred Stock upon the closing of the Financing, on the following terms:

(a) The Notes were issued on or about March 15, 2024, in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), with an original maturity date of March 15, 2026, which was subsequently extended by the mutual written consent of the Company and the Note Holders to June 30, 2026;

(b) The Notes bear simple interest at the rate of six percent (6%) per annum;

(c) The Notes provide for automatic conversion upon a "Qualified Financing" (as defined therein) at a conversion price equal to the lesser of: (I) the price per share paid by the new money investors in such Qualified Financing, discounted by twenty percent (20%) (i.e., 80% of the per-share price, yielding a conversion price of $4.00 based on the $5.00 Series A price), or (II) the price per share derived by dividing the valuation cap of Twenty-Five Million Dollars ($25,000,000) by the Company's fully-diluted capitalization immediately prior to the Financing (yielding a conversion price of $2.00 per share);

(d) Because the valuation cap price of $2.00 per share is more favorable to the Note Holders than the discount price of $4.00 per share, the conversion price shall be $2.00 per share;

(e) The aggregate principal amount and estimated accrued interest of each Note, and the approximate number of shares of Series A Preferred Stock to be issued upon conversion, are as set forth in Resolution 3.2 above; and

(f) Such conversion shall occur automatically upon the closing of the Financing, in accordance with the terms of the Notes and the Purchase Agreement, without the requirement of any further action on the part of the Company or the Note Holders.

The officers of the Company are hereby authorized and directed to take all actions necessary to effect the conversion of the Notes, including delivering notices of conversion to the Note Holders and canceling the Notes upon issuance of the shares of Series A Preferred Stock.

SECTION 8 — REIMBURSEMENT OF INVESTOR COUNSEL FEES

Resolution 8.1 — Legal Fee Reimbursement.

RESOLVED, that the Company shall reimburse Pinnacle Venture Fund II LP for the reasonable and documented legal fees and expenses of Pinnacle's counsel, Calderwood & Harkness LLP, incurred in connection with the negotiation, documentation, and closing of the Financing, up to a maximum aggregate amount of Seventy-Five Thousand Dollars ($75,000), in accordance with and subject to the terms and conditions of the Purchase Agreement. Such reimbursement shall be payable by the Company at the closing of the Financing, either by wire transfer of immediately available funds to such account as Pinnacle or Calderwood & Harkness LLP may designate, or by offset against the purchase price payable by Pinnacle under the Purchase Agreement, as directed by Pinnacle.

SECTION 9 — FILING OF RESTATED CERTIFICATE AND REGULATORY FILINGS

Resolution 9.1 — Filing with Delaware Secretary of State.

RESOLVED, that the officers of the Company are hereby authorized and directed to cause the Restated Certificate to be filed with the Secretary of State of the State of Delaware, upon the closing of the Financing and receipt of the requisite stockholder approval in accordance with Sections 228, 242, and 245 of the DGCL. The officers of the Company are further authorized to make such modifications to the Restated Certificate as may be required by the Secretary of State as a condition to acceptance of such filing, provided that such modifications are not substantive in nature and do not materially alter the rights, preferences, or privileges of any class or series of the Company's capital stock.

Resolution 9.2 — Securities Filings.

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed:

(a) a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC"), within fifteen (15) days following the first sale of the Series A Preferred Stock in the Financing, in accordance with Rule 503 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"); and

(b) any and all required state securities and "Blue Sky" notice filings, applications, and exemption claims in connection with the issuance and sale of the Series A Preferred Stock in the Financing, in each state or jurisdiction in which such filings are required or advisable, as determined by Company Counsel.

The officers of the Company are hereby further authorized to pay any and all filing fees and expenses associated with such filings.

SECTION 10 — CLOSING DELIVERABLES AND OFFICER AUTHORIZATION

Resolution 10.1 — Closing Certificates.

RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver, on behalf of the Company, at the closing of the Financing, each of the following closing deliverables:

(a) a Secretary's Certificate, to be executed by the Secretary (or any officer acting in such capacity) of the Company, certifying attached copies of: (I) the Restated Certificate, as filed with the Secretary of State of the State of Delaware; (II) the Bylaws of the Company, as then in effect; (III) the resolutions of the Board of Directors approving the Financing and the transactions contemplated thereby (including this Consent); and (IV) the written consents of the stockholders approving the Restated Certificate and the related transactions;

(b) an Officer's Compliance Certificate, to be executed by Dr. Amara Osei, in her capacity as Chief Executive Officer of the Company, certifying that: (I) all representations and warranties of the Company contained in the Purchase Agreement are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the closing date, with the same force and effect as if made on and as of the closing date; (II) all covenants, agreements, and conditions contained in the Purchase Agreement to be performed or complied with by the Company on or prior to the closing date have been performed or complied with in all material respects; (III) all conditions to the closing of the Financing set forth in the Purchase Agreement have been satisfied or waived; and (IV) no Material Adverse Change (as defined in the Purchase Agreement) with respect to the Company has occurred since the date of the Purchase Agreement; and

(c) a Bring-Down Certificate, to be executed by the Chief Executive Officer or another authorized officer of the Company, confirming the accuracy of the Company's representations and warranties set forth in the Purchase Agreement as of the closing date.

Resolution 10.2 — Direction to Company Counsel.

RESOLVED, that Fenwick, Torres & Keane LLP, the Company's outside counsel, is hereby authorized and directed to deliver a legal opinion (the "Legal Opinion") to the Investors at the closing of the Financing, in the form and substance agreed upon by the Company, the Investors, and their respective counsel, addressing such matters as are customary in venture capital financings of this type, including without limitation the due organization and good standing of the Company, the authorization and validity of the Series A Preferred Stock, the absence of conflicts with the Company's organizational documents, and such other matters as the Investors and their counsel may reasonably request. The officers of the Company are hereby authorized to instruct Company Counsel to render such Legal Opinion and to provide Company Counsel with such information, certificates, and other materials as may be necessary or appropriate in connection therewith.

Resolution 10.3 — Funds and Wire Instructions.

RESOLVED, that the officers of the Company are hereby authorized to receive the aggregate investment proceeds of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) from the Investors via wire transfer of immediately available funds into the Company's primary operating account at Crescent National Bank, located in Boston, Massachusetts. The officers of the Company are hereby further authorized to provide wire instructions to the Investors and their respective counsel in connection with such wire transfers, and to take all actions necessary to ensure the timely receipt and proper allocation of such funds.

SECTION 11 — GENERAL AUTHORIZATION

Resolution 11.1 — Omnibus Authorization.

RESOLVED, that any officer of the Company (including, without limitation, Dr. Amara Osei, Chief Executive Officer, and Julian Voss, Chief Technology Officer), acting individually or together, is hereby authorized and directed, for and on behalf of the Company, to negotiate, execute, and deliver the Purchase Agreement, the Restated Certificate, the IRA, the Voting Agreement, the ROFR Agreement, the Management Rights Letters, the Side Letter, the Indemnification Agreements, and any and all other agreements, instruments, certificates, notices, consents, and documents, and to take any and all further actions, as such officer or officers may deem necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby, including without limitation: (i) the payment of any fees, expenses, and taxes associated with the Financing; (ii) the engagement of transfer agents, registrars, and other service providers as may be necessary; (iii) the issuance of stock certificates or book-entry notations evidencing the shares of Series A Preferred Stock; and (iv) the making of any filings or applications with any governmental authority. The execution and delivery by any such officer of any such document, or the taking of any such action, shall be conclusive evidence of such officer's determination that such document or action is necessary, desirable, or advisable and of such officer's approval thereof.

Resolution 11.2 — Ratification.

RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the Financing and the transactions contemplated by the foregoing resolutions, including without limitation the negotiation and preparation of the transaction documents, the engagement of Company Counsel, communications with the Investors and their counsel, the extension of the maturity date of the Notes, and any other actions taken in furtherance of the Financing prior to the date hereof, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

Resolution 11.3 — Effectiveness.

RESOLVED, that this Unanimous Written Consent shall be effective as of the date set forth on the signature pages hereto and shall be filed with the minutes of the proceedings of the Board of Directors of the Company, maintained at the Company's principal place of business.

[Signature Pages Follow]

SIGNATURE PAGE TO WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUILLEN TECHNOLOGIES, INC.

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Consent by facsimile, portable document format (.pdf), or other electronic transmission (including via Brightwater Software or similar electronic signature platform) shall be effective as delivery of an original executed counterpart.

The undersigned, being all of the members of the Board of Directors of Quillen Technologies, Inc., hereby execute this Written Consent as of the date set forth below.

Effective as of: ______________________, 2026

QUILLEN TECHNOLOGIES, INC. BOARD OF DIRECTORS

By: ________

Name: Dr. Amara Osei

Title: Director

Date: ________

By: ________

Name: Julian Voss

Title: Director

Date: ________

LIST OF EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

[Exhibits intentionally omitted from this Consent — forms of each Exhibit are on file with the Secretary of the Company and have been circulated to all members of the Board of Directors.]

Investor	Shares	Purchase Price per Share	Aggregate Purchase Price
Pinnacle Venture Fund II LP	2,800,000	$5.00	$14,000,000
Blackthorn Growth Fund III LP	1,200,000	$5.00	$6,000,000
Stonebridge Ventures LLC	500,000	$5.00	$2,500,000
Total	4,500,000	$22,500,000
Note Holder	Principal	Est. Accrued Interest	Total Conversion Amount	Conversion Price	Approx. Shares
Harborview Angel Syndicate LLC	$750,000	~$101,250	~$851,250	$2.00	~425,625
Caldwell Family Office LLC	$500,000	~$67,500	~$567,500	$2.00	~283,750
Dr. Lawrence Hu	$250,000	~$33,750	~$283,750	$2.00	~141,875
Total	$1,500,000	~$202,500	~$1,702,500	~851,250
Exhibit	Description
Exhibit A	Form of Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc.
Exhibit B	Form of Series A Preferred Stock Purchase Agreement (with Schedule of Investors)
Exhibit C	Form of Investors' Rights Agreement
Exhibit D	Form of Voting Agreement
Exhibit E	Form of Right of First Refusal and Co-Sale Agreement
Exhibit F-1	Form of Management Rights Letter (Pinnacle Venture Fund II LP)
Exhibit F-2	Form of Management Rights Letter (Blackthorn Growth Fund III LP)
Exhibit G	Form of Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights)
Exhibit H	Form of Indemnification Agreement (Director)

WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
QUILLEN TECHNOLOGIES, INC.
Action by Unanimous Written Consent In Lieu of a Special Meeting
Pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.7 of the Amended and Restated Bylaws of Quillen Technologies, Inc., a Delaware corporation (the "Company"), the undersigned, being all of the members of the Board of Directors of the Company (the "Board"), hereby adopt the following recitals and resolutions by unanimous written consent without a meeting, effective as of the date set forth on the signature pages hereto (this "Consent"). This Consent may be executed in one or more counterparts, including by facsimile or electronic signature (including Brightwater Software or similar platform), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Any counterpart so executed shall have the same force and effect as if all signatories had signed the same document.
RECITALS
A. Background of the Company.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on July 12, 2023, and assigned Delaware File Number 7384219. The Company's Federal Employer Identification Number is 93-4817265. The Company's principal place of business is located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. The Company's registered agent in the State of Delaware is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
The Company is engaged in the business of developing and marketing "Mosaic," an AI-driven portfolio analytics and risk-attribution platform sold on a software-as-a-service ("SaaS") subscription basis to institutional asset managers, pension consultants, endowments, and other institutional investors. The Company currently has approximately thirty-seven (37) full-time employees and contractors, and its product is in general availability with a growing base of institutional customers.
B. Background of the Proposed Financing.
The Board has been presented with, and each member of the Board has reviewed, the terms and conditions of a proposed Series A Preferred Stock financing (the "Financing"). The material terms of the Financing are as follows:
(i) The Financing contemplates aggregate gross proceeds to the Company of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) from the issuance and sale of new shares of Series A Preferred Stock of the Company (the "Series A Preferred Stock").
(ii) The purchase price per share of Series A Preferred Stock shall be Five Dollars ($5.00) per share.
(iii) A total of Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock shall be issued to the investors for new cash consideration.
(iv) The Financing implies a pre-money valuation of the Company of Fifty-Seven Million Five Hundred Thousand Dollars ($57,500,000) and a post-money valuation of Eighty Million Dollars ($80,000,000).
(v) The lead investor in the Financing is Pinnacle Venture Fund II LP ("Pinnacle"), which shall invest Fourteen Million Dollars ($14,000,000) for Two Million Eight Hundred Thousand (2,800,000) shares of Series A Preferred Stock.
(vi) The co-investors in the Financing are: (a) Blackthorn Growth Fund III LP ("Blackthorn"), which shall invest Six Million Dollars ($6,000,000) for One Million Two Hundred Thousand (1,200,000) shares of Series A Preferred Stock; and (b) Stonebridge Ventures LLC ("Stonebridge"), which shall invest Two Million Five Hundred Thousand Dollars ($2,500,000) for Five Hundred Thousand (500,000) shares of Series A Preferred Stock (Pinnacle, Blackthorn, and Stonebridge, collectively, the "Investors," and each, an "Investor").
(vii) In addition to the shares issued for new cash consideration, outstanding convertible promissory notes of the Company in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus estimated accrued and unpaid interest of approximately Two Hundred Two Thousand Five Hundred Dollars ($202,500), for a total conversion amount of approximately One Million Seven Hundred Two Thousand Five Hundred Dollars ($1,702,500) (collectively, the "Notes"), will convert into approximately Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock at a conversion price of Two Dollars ($2.00) per share, derived from a valuation cap of Twenty-Five Million Dollars ($25,000,000). The Notes are held by: (a) Harborview Angel Syndicate LLC (principal amount of $750,000); (b) Caldwell Family Office LLC (principal amount of $500,000); and (c) Dr. Lawrence Hu (principal amount of $250,000) (collectively, the "Note Holders").
The Board has reviewed all relevant materials relating to the Financing, including drafts of the transaction documents circulated on or about May 16, 2026, by the Company's outside counsel, Fenwick, Torres & Keane LLP ("Company Counsel"), and has had the opportunity to ask questions of, and receive answers from, management of the Company and Company Counsel regarding the terms of the Financing and the transaction documents.
C. Determination of Best Interests.
After careful consideration of, among other things: (i) the terms and conditions of the Financing as described above and in the transaction documents; (ii) the current financial position of the Company, including approximately One Million One Hundred Thousand Dollars ($1,100,000) in cash on hand as of March 31, 2026, a monthly net cash burn rate of approximately Four Hundred Twenty Thousand Dollars ($420,000), and approximately 2.6 months of remaining operating runway at the current burn rate; (iii) the Company's growth trajectory, including quarterly annualized recurring revenue ("ARR") of approximately Three Million Eight Hundred Thousand Dollars ($3,800,000) as of the first quarter of 2026; (iv) the strategic value of partnering with the Investors, including the Investors' relevant sector expertise, operating resources, and network relationships; and (v) the alternatives available to the Company, including bridge financing and alternative term sheets, the Board has determined that the Financing and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
SECTION 1 — APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Resolution 1.1 — Approval of the Amended and Restated Certificate of Incorporation.
RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate"), in substantially the form presented to the Board and attached hereto as Exhibit A, with such changes therein as the officers of the Company, with the advice of Company Counsel, may approve (such approval to be conclusively evidenced by the execution and filing thereof), is hereby approved and adopted in all respects. The Restated Certificate provides for, among other things:
(a) the authorization of the Series A Preferred Stock, including the designation, rights, preferences, privileges, and restrictions thereof;
(b) a liquidation preference for the Series A Preferred Stock of one times (1x) the original issue price per share, plus all declared but unpaid dividends, on a non-participating preferred basis, such that upon any Deemed Liquidation Event (as defined in the Restated Certificate), holders of Series A Preferred Stock shall receive, prior and in preference to any distribution to the holders of Common Stock, an amount equal to the greater of (I) one times (1x) the original issue price per share, plus declared but unpaid dividends, or (II) the amount such holder would receive if the Series A Preferred Stock were converted into Common Stock immediately prior to such Deemed Liquidation Event;
(c) dividends on the Series A Preferred Stock at the rate of eight percent (8%) per annum of the original issue price, non-cumulative, payable when and if declared by the Board out of funds legally available therefor, prior and in preference to dividends on Common Stock;
(d) anti-dilution protection for the Series A Preferred Stock on a broad-based weighted-average basis, with customary carve-outs for issuances pursuant to equity incentive plans, strategic partnerships, and equipment leasing or debt financing approved by the Board;
(e) conversion rights providing that each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, into shares of Common Stock at an initial conversion ratio of one-to-one (1:1), subject to adjustment for stock splits, stock dividends, recapitalizations, and anti-dilution adjustments, and providing for mandatory conversion upon the affirmative vote of the holders of a majority of the outstanding Series A Preferred Stock or upon a Qualified IPO (as defined in the Restated Certificate);
(f) protective provisions requiring the prior written consent of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class on an as-converted basis) for certain actions, including without limitation: (I) the incurrence of indebtedness by the Company or any subsidiary exceeding Five Hundred Thousand Dollars ($500,000) in the aggregate (excluding trade payables and equipment financing in the ordinary course); (II) any acquisition of, or merger or consolidation with, another entity; (III) any liquidation, dissolution, or winding up of the Company; (IV) any amendment, alteration, or repeal of any provision of the Restated Certificate or the Bylaws that adversely affects the rights, preferences, or privileges of the Series A Preferred Stock; (V) the authorization or issuance of any equity security senior to or on parity with the Series A Preferred Stock; (VI) the declaration or payment of any dividend or distribution on, or the redemption or repurchase of, any shares of Common Stock (other than repurchases at cost upon termination of service); and (VII) any increase or decrease in the authorized number of shares of Series A Preferred Stock;
(g) an increase in the number of authorized shares of Common Stock as necessary to accommodate the conversion of all shares of Series A Preferred Stock and the expanded equity incentive plan option pool; and
(h) the expansion of the equity incentive plan option pool from Two Million (2,000,000) authorized shares to Three Million (3,000,000) authorized shares, an increase of One Million (1,000,000) new shares, with the resulting dilution to be borne entirely by the pre-Series A stockholders (including the Founders and holders of Series Seed Preferred Stock) and not by the Series A Investors.
Resolution 1.2 — Recommendation to Stockholders.
RESOLVED, that the Board hereby recommends that the stockholders of the Company approve and adopt the Restated Certificate in all respects and authorize its filing with the Secretary of State of the State of Delaware, and that the officers of the Company are hereby authorized and directed to take all actions reasonably necessary to obtain such stockholder approval.
Resolution 1.3 — Solicitation of Stockholder Consent.
RESOLVED, that the officers of the Company are hereby authorized and directed to solicit the written consent of the stockholders of the Company, in accordance with Sections 228 and 242 of the DGCL and the Company's Bylaws, to approve and adopt the Restated Certificate and the transactions contemplated thereby, and to circulate to the stockholders such information statements, notices, and other materials as may be required by applicable law in connection therewith.
SECTION 2 — APPROVAL OF THE SERIES A PREFERRED STOCK FINANCING AND TRANSACTION DOCUMENTS
Resolution 2.1 — Approval of the Stock Purchase Agreement.
RESOLVED, that the Series A Preferred Stock Purchase Agreement (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto, in substantially the form presented to the Board and attached hereto as Exhibit B, providing for the issuance and sale of up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock at a purchase price of Five Dollars ($5.00) per share for aggregate cash consideration of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and the issuance of approximately Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock upon conversion of the outstanding Notes, together with the representations, warranties, covenants, conditions to closing, and indemnification provisions contained therein, is hereby approved in all respects. The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the Purchase Agreement, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Resolution 2.2 — Approval of the Investors' Rights Agreement.
RESOLVED, that the Investors' Rights Agreement (the "IRA"), by and among the Company, the Investors (as Series A Investors), and the holders of Series Seed Preferred Stock (as existing investors), in substantially the form presented to the Board and attached hereto as Exhibit C, is hereby approved in all respects. The IRA provides for, among other things:
(a) Information Rights: the delivery by the Company to Major Investors (as defined in the IRA) of (I) monthly unaudited financial statements within thirty (30) days after the end of each calendar month; (II) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year; and (III) an annual operating budget and business plan for the ensuing fiscal year, to be delivered to the Board and Major Investors by December 15 of each year;
(b) Registration Rights: (I) demand registration rights, exercisable after the earlier of five (5) years from the date of the IRA or the consummation of a qualified initial public offering of the Company's securities; (II) registration on Form S-3 (or any successor form), subject to customary limitations; and (III) piggyback registration rights on any registration statement filed by the Company for its own account, subject to customary cutback provisions and underwriter limitations;
(c) Pro Rata and Right of First Offer Rights: the right of Major Investors to participate in future equity financings of the Company on a pro rata basis, based on their respective as-converted percentage ownership of the Company's capital stock, with customary exceptions for equity incentive plan issuances, strategic transactions, and equipment financing; and
(d) such other provisions as are customary in investors' rights agreements for venture capital financings.
The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the IRA, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.
Resolution 2.3 — Approval of the Voting Agreement.
RESOLVED, that the Voting Agreement (the "Voting Agreement"), by and among the Company, the Founders (as defined therein), the Investors (as Series A Investors), and the holders of Series Seed Preferred Stock (as Series Seed Investors), in substantially the form presented to the Board and attached hereto as Exhibit D, is hereby approved in all respects. The Voting Agreement provides for, among other things:
(a) Board Composition: a Board of Directors consisting of five (5) members, designated as follows:
(I) two (2) directors elected by the holders of Common Stock, voting as a separate class (the "Common Directors"), with the initial designees being Dr. Amara Osei and Julian Voss;
(II) two (2) directors elected by the holders of Series A Preferred Stock, voting as a separate class (the "Series A Directors"), with one (1) director designated by Pinnacle Venture Fund II LP (initially Christine Aldridge) and one (1) director designated by Blackthorn Growth Fund III LP (initially Diana Hershfield); and
(III) one (1) independent director (the "Independent Director"), who shall be mutually agreed upon by the holders of a majority of the Common Stock and the holders of a majority of the Preferred Stock, voting together as a single class on an as-converted basis, and who shall not be an employee or officer of the Company or an affiliate of any Investor; and
(b) Drag-Along Provisions: drag-along rights requiring that, upon the approval of a proposed Sale of the Company (as defined in the Voting Agreement) by the holders of a majority of the then-outstanding shares of Common Stock and the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis), all other stockholders shall be obligated to vote in favor of and consent to such Sale of the Company on the same terms and conditions as the approving stockholders, subject to customary exceptions and limitations.
The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the Voting Agreement, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.
Resolution 2.4 — Approval of the Right of First Refusal and Co-Sale Agreement.
RESOLVED, that the Right of First Refusal and Co-Sale Agreement (the "ROFR Agreement"), by and among the Company, the Founders (Dr. Amara Osei and Julian Voss), the Investors (as Series A Investors), and the holders of Series Seed Preferred Stock (as Series Seed Investors), in substantially the form presented to the Board and attached hereto as Exhibit E, is hereby approved in all respects. The ROFR Agreement provides for, among other things:
(a) a right of first refusal in favor of the Company and, secondarily, the Investors (on a pro rata basis), on any proposed transfers of shares of capital stock by the Founders and other key holders (as identified therein), subject to customary permitted transfers (including transfers for estate planning purposes to family members, trusts, and affiliated entities);
(b) co-sale and tag-along rights permitting the Investors to participate in any proposed transfer of shares by the Founders and other key holders on a pro rata basis and on the same terms and conditions as the selling stockholder; and
(c) customary lock-up provisions and restrictions on transfers, subject to the exceptions set forth therein.
The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the ROFR Agreement, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.
Resolution 2.5 — Approval of Management Rights Letters.
RESOLVED, that the Management Rights Letters to be issued by the Company in favor of (a) Pinnacle Venture Fund II LP and (b) Blackthorn Growth Fund III LP, respectively, in substantially the forms presented to the Board and attached hereto as Exhibit F-1 and Exhibit F-2, granting each such Investor management rights sufficient to qualify its investment in the Company as a "venture capital operating company" investment under the regulations of the United States Department of Labor, specifically 29 C.F.R. § 2510.3-101(d), and thereby exempting the assets of the Company from being treated as "plan assets" for purposes of the Employee Retirement Income Security Act of 1974, as amended, are hereby approved in all respects. The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver such Management Rights Letters, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.
Resolution 2.6 — Approval of Side Letter (Pinnacle Enhanced Information and Inspection Rights).
RESOLVED, that the Side Letter between the Company and Pinnacle Venture Fund II LP, in substantially the form presented to the Board and attached hereto as Exhibit G, is hereby approved in all respects. The Side Letter provides Pinnacle with the following enhanced rights, in addition to the information rights set forth in the IRA:
(a) quarterly unaudited financial statements, to be delivered within forty-five (45) days after the end of each fiscal quarter;
(b) quarterly key performance indicator ("KPI") dashboards, including metrics relating to annualized recurring revenue (ARR), net revenue retention, gross and net churn rates, customer count, average contract value, and such other metrics as may be reasonably requested by Pinnacle from time to time; and
(c) enhanced inspection rights, including the right, upon reasonable prior written notice (not less than five (5) business days) and during normal business hours, to inspect the books, records, and facilities of the Company, and to discuss the Company's affairs, finances, and accounts with the Company's officers, directors, employees, auditors, and advisors.
The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver the Side Letter, with such changes therein as the officers executing the same, with the advice of Company Counsel, may approve.
Resolution 2.7 — Approval of Indemnification Agreements.
RESOLVED, that the Company is hereby authorized to enter into Indemnification Agreements with each director of the Company, including the current directors and the new directors to be appointed in connection with the Financing (specifically, the Pinnacle board designee, Christine Aldridge, and the Blackthorn board designee, Diana Hershfield), in substantially the form presented to the Board and attached hereto as Exhibit H. Each such Indemnification Agreement shall provide for the indemnification of, and advancement of expenses to, each director to the fullest extent permitted by the DGCL and the Company's Restated Certificate and Bylaws, as the same may be amended from time to time, including without limitation indemnification against all expenses (including attorneys' fees), judgments, fines, penalties, and settlement amounts actually and reasonably incurred by such director in connection with any threatened, pending, or completed action, suit, or proceeding by reason of such director's service to the Company. The officers of the Company are hereby authorized to negotiate, finalize, execute, and deliver such Indemnification Agreements.
SECTION 3 — AUTHORIZATION OF ISSUANCE OF SERIES A PREFERRED STOCK
Resolution 3.1 — Issuance of Shares for Cash.
RESOLVED, that the issuance and sale of up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock at a purchase price of Five Dollars ($5.00) per share to the Investors set forth on the Schedule of Investors to the Purchase Agreement is hereby authorized in all respects, allocated as follows:
RESOLVED FURTHER, that such shares of Series A Preferred Stock, when issued and delivered by the Company against payment of the purchase price therefor in accordance with the terms and conditions of the Purchase Agreement, shall be validly issued, fully paid, and nonassessable, and shall not be subject to any preemptive rights, rights of first refusal, or other similar rights of any person or entity, other than as set forth in the IRA and the ROFR Agreement.
Resolution 3.2 — Issuance of Shares upon Conversion of Convertible Notes.
RESOLVED, that the issuance of approximately Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock upon conversion of the outstanding Notes at a conversion price of Two Dollars ($2.00) per share, in accordance with the terms of such Notes and the Purchase Agreement, is hereby authorized in all respects. The shares shall be allocated approximately as follows among the Note Holders, based on the principal amount and estimated accrued interest of each Note as of the anticipated closing date:
Note: The exact number of shares issuable upon conversion will be determined at closing based on the actual amount of accrued interest calculated through the closing date. Any fractional shares shall be rounded down to the nearest whole share, with any resulting fractional amount paid in cash.
RESOLVED FURTHER, that such shares of Series A Preferred Stock, when issued upon conversion in accordance with the terms of the Notes and the Purchase Agreement, shall be validly issued, fully paid, and nonassessable.
Resolution 3.3 — Reservation of Shares for Conversion.
RESOLVED, that a sufficient number of shares of Common Stock of the Company shall at all times be reserved for issuance upon the conversion of all outstanding shares of Series A Preferred Stock, as provided in the Restated Certificate. The officers of the Company are hereby directed to take all actions necessary to ensure that such shares are so reserved, including causing the transfer agent of the Company (if any) to reserve such shares.
SECTION 4 — APPROVAL OF EXPANSION OF EQUITY INCENTIVE PLAN OPTION POOL
Resolution 4.1 — Option Pool Increase.
RESOLVED, that, subject to and contingent upon (i) the approval of the stockholders of the Company and (ii) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan") is hereby amended to increase the total number of shares of Common Stock authorized for issuance under the Plan from Two Million (2,000,000) shares to Three Million (3,000,000) shares, representing an increase of One Million (1,000,000) newly authorized shares. Following such amendment, the Plan shall have approximately One Million Eight Hundred Thousand (1,800,000) shares available for future grant, consisting of approximately Eight Hundred Thousand (800,000) shares currently available and unissued under the Plan, plus the One Million (1,000,000) newly authorized shares, in addition to the approximately One Million Two Hundred Thousand (1,200,000) shares subject to outstanding option awards. The officers of the Company are hereby authorized to prepare and execute an amendment to the Plan effecting the foregoing increase.
Resolution 4.2 — Recommendation to Stockholders.
RESOLVED, that the Board hereby recommends that the stockholders of the Company approve the amendment to the Plan to increase the total number of shares of Common Stock authorized for issuance thereunder from Two Million (2,000,000) shares to Three Million (3,000,000) shares, and that the officers of the Company are hereby authorized and directed to solicit the written consent of the stockholders in connection therewith.
SECTION 5 — APPROVAL OF FOUNDER VESTING ARRANGEMENTS
Resolution 5.1 — Founder Vesting.
RESOLVED, that the Board hereby approves the imposition of vesting schedules on the outstanding shares of Common Stock of the Company held by the Founders (Dr. Amara Osei and Julian Voss), as contemplated by the Purchase Agreement and the IRA, on the following terms:
(a) Each Founder's unvested shares of Common Stock shall vest over a period of four (4) years from the date of the Founders' original commencement of service to the Company, subject to a one (1)-year cliff;
(b) Each Founder shall receive vesting credit for time served from the date of the Company's incorporation (July 12, 2023) through the anticipated closing date of the Financing, representing approximately thirty-five (35) months of prior service. Such vesting credit shall be equivalent to approximately twenty-five percent (25%) of the applicable vesting period (approximately 8.75 months of credited vesting);
(c) The remaining unvested shares shall continue to vest in equal monthly installments over the balance of the four (4)-year vesting period following the cliff, subject to each Founder's continued service to the Company as an employee, director, or consultant;
(d) In the event of a termination of a Founder's service without Cause or a resignation for Good Reason (each as defined in the applicable restricted stock purchase agreement or equity grant agreement), the applicable accelerated vesting provisions, if any, set forth in such Founder's agreement shall apply; and
(e) Each Founder shall execute a restricted stock purchase agreement or similar instrument evidencing the vesting terms set forth herein, in substantially the form agreed upon by the Company, the Founders, and the Investors.
The officers of the Company are hereby authorized to negotiate, finalize, and deliver such restricted stock purchase agreements or similar instruments to each Founder.
SECTION 6 — BOARD COMPOSITION
Resolution 6.1 — Reconstitution of the Board.
RESOLVED, that, effective upon and subject to the closing of the Financing and the execution and delivery of the Voting Agreement, the Board of Directors of the Company shall be reconstituted to consist of five (5) members, as follows:
(a) Common Directors (two seats): Dr. Amara Osei and Julian Voss, each designated by the holders of the Common Stock of the Company in accordance with the Voting Agreement;
(b) Series A Directors (two seats):
(I) Christine Aldridge, designated by Pinnacle Venture Fund II LP in accordance with the Voting Agreement; and
(II) Diana Hershfield, designated by Blackthorn Growth Fund III LP in accordance with the Voting Agreement; and
(c) Independent Director (one seat): one independent director, to be mutually agreed upon by the holders of a majority of the Common Stock and the holders of a majority of the Preferred Stock (voting together as a single class on an as-converted basis), who shall qualify as an "independent director" and shall not be an employee, officer, or consultant of the Company or an affiliate or partner of any Investor. The Independent Director shall be identified and appointed as promptly as practicable following the closing of the Financing, and in any event within ninety (90) days of the closing date.
The Board hereby welcomes Christine Aldridge and Diana Hershfield as incoming directors and acknowledges that their service shall commence upon and be conditioned upon the closing of the Financing.
Resolution 6.2 — First Post-Close Board Meeting.
RESOLVED, that the first meeting of the reconstituted Board of Directors following the closing of the Financing shall be scheduled for June 22, 2026, or such other date as may be agreed upon by a majority of the members of the reconstituted Board. The officers of the Company are hereby directed to circulate a notice and preliminary agenda for such meeting to all incoming and continuing directors no later than ten (10) days prior to the meeting date.
SECTION 7 — CONVERSION OF CONVERTIBLE NOTES
Resolution 7.1 — Acknowledgment and Approval of Note Conversion.
RESOLVED, that the Board hereby acknowledges and approves the conversion of all outstanding convertible promissory notes of the Company into shares of Series A Preferred Stock upon the closing of the Financing, on the following terms:
(a) The Notes were issued on or about March 15, 2024, in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), with an original maturity date of March 15, 2026, which was subsequently extended by the mutual written consent of the Company and the Note Holders to June 30, 2026;
(b) The Notes bear simple interest at the rate of six percent (6%) per annum;
(c) The Notes provide for automatic conversion upon a "Qualified Financing" (as defined therein) at a conversion price equal to the lesser of: (I) the price per share paid by the new money investors in such Qualified Financing, discounted by twenty percent (20%) (i.e., 80% of the per-share price, yielding a conversion price of $4.00 based on the $5.00 Series A price), or (II) the price per share derived by dividing the valuation cap of Twenty-Five Million Dollars ($25,000,000) by the Company's fully-diluted capitalization immediately prior to the Financing (yielding a conversion price of $2.00 per share);
(d) Because the valuation cap price of $2.00 per share is more favorable to the Note Holders than the discount price of $4.00 per share, the conversion price shall be $2.00 per share;
(e) The aggregate principal amount and estimated accrued interest of each Note, and the approximate number of shares of Series A Preferred Stock to be issued upon conversion, are as set forth in Resolution 3.2 above; and
(f) Such conversion shall occur automatically upon the closing of the Financing, in accordance with the terms of the Notes and the Purchase Agreement, without the requirement of any further action on the part of the Company or the Note Holders.
The officers of the Company are hereby authorized and directed to take all actions necessary to effect the conversion of the Notes, including delivering notices of conversion to the Note Holders and canceling the Notes upon issuance of the shares of Series A Preferred Stock.
SECTION 8 — REIMBURSEMENT OF INVESTOR COUNSEL FEES
Resolution 8.1 — Legal Fee Reimbursement.
RESOLVED, that the Company shall reimburse Pinnacle Venture Fund II LP for the reasonable and documented legal fees and expenses of Pinnacle's counsel, Calderwood & Harkness LLP, incurred in connection with the negotiation, documentation, and closing of the Financing, up to a maximum aggregate amount of Seventy-Five Thousand Dollars ($75,000), in accordance with and subject to the terms and conditions of the Purchase Agreement. Such reimbursement shall be payable by the Company at the closing of the Financing, either by wire transfer of immediately available funds to such account as Pinnacle or Calderwood & Harkness LLP may designate, or by offset against the purchase price payable by Pinnacle under the Purchase Agreement, as directed by Pinnacle.
SECTION 9 — FILING OF RESTATED CERTIFICATE AND REGULATORY FILINGS
Resolution 9.1 — Filing with Delaware Secretary of State.
RESOLVED, that the officers of the Company are hereby authorized and directed to cause the Restated Certificate to be filed with the Secretary of State of the State of Delaware, upon the closing of the Financing and receipt of the requisite stockholder approval in accordance with Sections 228, 242, and 245 of the DGCL. The officers of the Company are further authorized to make such modifications to the Restated Certificate as may be required by the Secretary of State as a condition to acceptance of such filing, provided that such modifications are not substantive in nature and do not materially alter the rights, preferences, or privileges of any class or series of the Company's capital stock.
Resolution 9.2 — Securities Filings.
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed:
(a) a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC"), within fifteen (15) days following the first sale of the Series A Preferred Stock in the Financing, in accordance with Rule 503 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"); and
(b) any and all required state securities and "Blue Sky" notice filings, applications, and exemption claims in connection with the issuance and sale of the Series A Preferred Stock in the Financing, in each state or jurisdiction in which such filings are required or advisable, as determined by Company Counsel.
The officers of the Company are hereby further authorized to pay any and all filing fees and expenses associated with such filings.
SECTION 10 — CLOSING DELIVERABLES AND OFFICER AUTHORIZATION
Resolution 10.1 — Closing Certificates.
RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver, on behalf of the Company, at the closing of the Financing, each of the following closing deliverables:
(a) a Secretary's Certificate, to be executed by the Secretary (or any officer acting in such capacity) of the Company, certifying attached copies of: (I) the Restated Certificate, as filed with the Secretary of State of the State of Delaware; (II) the Bylaws of the Company, as then in effect; (III) the resolutions of the Board of Directors approving the Financing and the transactions contemplated thereby (including this Consent); and (IV) the written consents of the stockholders approving the Restated Certificate and the related transactions;
(b) an Officer's Compliance Certificate, to be executed by Dr. Amara Osei, in her capacity as Chief Executive Officer of the Company, certifying that: (I) all representations and warranties of the Company contained in the Purchase Agreement are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the closing date, with the same force and effect as if made on and as of the closing date; (II) all covenants, agreements, and conditions contained in the Purchase Agreement to be performed or complied with by the Company on or prior to the closing date have been performed or complied with in all material respects; (III) all conditions to the closing of the Financing set forth in the Purchase Agreement have been satisfied or waived; and (IV) no Material Adverse Change (as defined in the Purchase Agreement) with respect to the Company has occurred since the date of the Purchase Agreement; and
(c) a Bring-Down Certificate, to be executed by the Chief Executive Officer or another authorized officer of the Company, confirming the accuracy of the Company's representations and warranties set forth in the Purchase Agreement as of the closing date.
Resolution 10.2 — Direction to Company Counsel.
RESOLVED, that Fenwick, Torres & Keane LLP, the Company's outside counsel, is hereby authorized and directed to deliver a legal opinion (the "Legal Opinion") to the Investors at the closing of the Financing, in the form and substance agreed upon by the Company, the Investors, and their respective counsel, addressing such matters as are customary in venture capital financings of this type, including without limitation the due organization and good standing of the Company, the authorization and validity of the Series A Preferred Stock, the absence of conflicts with the Company's organizational documents, and such other matters as the Investors and their counsel may reasonably request. The officers of the Company are hereby authorized to instruct Company Counsel to render such Legal Opinion and to provide Company Counsel with such information, certificates, and other materials as may be necessary or appropriate in connection therewith.
Resolution 10.3 — Funds and Wire Instructions.
RESOLVED, that the officers of the Company are hereby authorized to receive the aggregate investment proceeds of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) from the Investors via wire transfer of immediately available funds into the Company's primary operating account at Crescent National Bank, located in Boston, Massachusetts. The officers of the Company are hereby further authorized to provide wire instructions to the Investors and their respective counsel in connection with such wire transfers, and to take all actions necessary to ensure the timely receipt and proper allocation of such funds.
SECTION 11 — GENERAL AUTHORIZATION
Resolution 11.1 — Omnibus Authorization.
RESOLVED, that any officer of the Company (including, without limitation, Dr. Amara Osei, Chief Executive Officer, and Julian Voss, Chief Technology Officer), acting individually or together, is hereby authorized and directed, for and on behalf of the Company, to negotiate, execute, and deliver the Purchase Agreement, the Restated Certificate, the IRA, the Voting Agreement, the ROFR Agreement, the Management Rights Letters, the Side Letter, the Indemnification Agreements, and any and all other agreements, instruments, certificates, notices, consents, and documents, and to take any and all further actions, as such officer or officers may deem necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby, including without limitation: (i) the payment of any fees, expenses, and taxes associated with the Financing; (ii) the engagement of transfer agents, registrars, and other service providers as may be necessary; (iii) the issuance of stock certificates or book-entry notations evidencing the shares of Series A Preferred Stock; and (iv) the making of any filings or applications with any governmental authority. The execution and delivery by any such officer of any such document, or the taking of any such action, shall be conclusive evidence of such officer's determination that such document or action is necessary, desirable, or advisable and of such officer's approval thereof.
Resolution 11.2 — Ratification.
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the Financing and the transactions contemplated by the foregoing resolutions, including without limitation the negotiation and preparation of the transaction documents, the engagement of Company Counsel, communications with the Investors and their counsel, the extension of the maturity date of the Notes, and any other actions taken in furtherance of the Financing prior to the date hereof, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
Resolution 11.3 — Effectiveness.
RESOLVED, that this Unanimous Written Consent shall be effective as of the date set forth on the signature pages hereto and shall be filed with the minutes of the proceedings of the Board of Directors of the Company, maintained at the Company's principal place of business.
[Signature Pages Follow]
SIGNATURE PAGE TO WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUILLEN TECHNOLOGIES, INC.
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Consent by facsimile, portable document format (.pdf), or other electronic transmission (including via Brightwater Software or similar electronic signature platform) shall be effective as delivery of an original executed counterpart.
The undersigned, being all of the members of the Board of Directors of Quillen Technologies, Inc., hereby execute this Written Consent as of the date set forth below.
Effective as of: ______________________, 2026
QUILLEN TECHNOLOGIES, INC. BOARD OF DIRECTORS
By: ________
Name: Dr. Amara Osei
Title: Director
Date: ________
By: ________
Name: Julian Voss
Title: Director
Date: ________
LIST OF EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
[Exhibits intentionally omitted from this Consent — forms of each Exhibit are on file with the Secretary of the Company and have been circulated to all members of the Board of Directors.]
Investor | Shares | Purchase Price per Share | Aggregate Purchase Price
Pinnacle Venture Fund II LP | 2,800,000 | $5.00 | $14,000,000
Blackthorn Growth Fund III LP | 1,200,000 | $5.00 | $6,000,000
Stonebridge Ventures LLC | 500,000 | $5.00 | $2,500,000
Total | 4,500,000 | $22,500,000
Note Holder | Principal | Est. Accrued Interest | Total Conversion Amount | Conversion Price | Approx. Shares
Harborview Angel Syndicate LLC | $750,000 | ~$101,250 | ~$851,250 | $2.00 | ~425,625
Caldwell Family Office LLC | $500,000 | ~$67,500 | ~$567,500 | $2.00 | ~283,750
Dr. Lawrence Hu | $250,000 | ~$33,750 | ~$283,750 | $2.00 | ~141,875
Total | $1,500,000 | ~$202,500 | ~$1,702,500 | ~851,250
Exhibit | Description
Exhibit A | Form of Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc.
Exhibit B | Form of Series A Preferred Stock Purchase Agreement (with Schedule of Investors)
Exhibit C | Form of Investors' Rights Agreement
Exhibit D | Form of Voting Agreement
Exhibit E | Form of Right of First Refusal and Co-Sale Agreement
Exhibit F-1 | Form of Management Rights Letter (Pinnacle Venture Fund II LP)
Exhibit F-2 | Form of Management Rights Letter (Blackthorn Growth Fund III LP)
Exhibit G | Form of Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights)
Exhibit H | Form of Indemnification Agreement (Director)

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

QUILLEN TECHNOLOGIES, INC.

RECITALS

QUILLEN TECHNOLOGIES, INC. BOARD OF DIRECTORS

LIST OF EXHIBITS

Record

Parties

Dates

Amounts