1002-00002 · Pinnacle Venture Fund II LP · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 Mission Street, Suite 3100 San Francisco, California 94105

Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

June 15, 2026

Matter Number: 1002-00002 Billing Code: 78412.001

Mr. Sandeep Rajan Managing Partner & GP Principal

Ms. Christine Aldridge Partner, Deal Lead

Pinnacle Venture Fund II LP c/o Pinnacle Capital Management LLC 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 94115

Re: Closing of Series A Preferred Stock Financing — Quillen Technologies, Inc.

Dear Sandeep and Christine:

1. Introduction and Purpose of Letter

Calderwood & Harkness LLP is pleased to confirm that the Series A Preferred Stock financing (the "Financing") of Quillen Technologies, Inc., a Delaware corporation ("Quillen" or the "Company"), closed on June 15, 2026. All conditions to closing set forth in the Series A Preferred Stock Purchase Agreement were satisfied or waived, all funds were wired, all documents were executed and delivered, and the Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on the closing date.

The purpose of this letter is to provide Pinnacle Venture Fund II LP ("Pinnacle" or the "Fund") with a comprehensive summary of the completed transaction for its records and ongoing portfolio management purposes. Specifically, this letter: (a) summarizes the principal terms of the Financing, including the economic terms, investor allocations, and the conversion of previously outstanding convertible notes; (b) identifies the key documents executed at closing and delivered into the closing binder; (c) describes Pinnacle's rights and ongoing obligations under the transaction agreements, including information rights, Board designation rights, protective provisions, and management rights necessary for VCOC qualification; and (d) references the closing binder being delivered under separate cover, which contains original or conformed copies of all executed closing documentation.

Calderwood & Harkness LLP served as counsel to Pinnacle in connection with the Financing. Company counsel was Fenwick, Torres & Keane LLP, with Gregory Navarro serving as lead partner and Sophie Marchetti as the primary associate on the matter. Fenwick, Torres & Keane LLP is located at 200 Clarendon Street, Suite 3400, Boston, Massachusetts 02116. Whitfield & Pryor LLP, located in New York, New York, served as counsel to co-investor Blackthorn Growth Fund III LP in connection with the transaction. Stonebridge Ventures LLC was not separately represented by counsel and relied upon the documentation negotiated among the lead parties.

2. Summary of Transaction

2.1 Overview. The Financing was structured as a Series A Preferred Stock financing governed by the Delaware General Corporation Law (the "DGCL"). The transaction was documented using forms substantially based on the National Venture Capital Association (NVCA) model documents, with certain modifications negotiated among the parties as described herein and set forth in the executed agreements.

The principal economic parameters of the Financing are as follows:

The pre-money valuation of $57,500,000 was determined on a fully diluted basis, inclusive of the expanded option pool described in Section 2.5 below. The Series A price per share of $5.00 was calculated by dividing the pre-money valuation by the fully diluted pre-money capitalization (inclusive of all outstanding shares, the expanded option pool, and shares issuable upon conversion of the outstanding convertible notes).

2.2 Investors and Allocations

The Financing was led by Pinnacle, with two co-investors participating alongside the Fund. The following table sets forth the allocation of new money investment among the investors:

All shares of Series A Preferred Stock were purchased at a price of $5.00 per share. Each investor's allocation is reflected in the Schedule of Investors attached to the Series A Preferred Stock Purchase Agreement. Pinnacle's $14,000,000 investment represents the single largest capital commitment in the round, and Pinnacle's lead investor position is reflected in the governance, information, and management rights negotiated in its favor throughout the transaction documentation.

2.3 Convertible Note Conversion

In addition to the new money investment described above, the Financing triggered the automatic conversion of outstanding convertible promissory notes previously issued by the Company. The key terms of the convertible note conversion are summarized as follows:

The Company had outstanding convertible promissory notes with an aggregate principal amount of $1,500,000. These notes were originally issued on March 15, 2024, and bore simple interest at a rate of 6% per annum. The notes provided for a 20% discount to the price per share of the next qualifying equity financing and were subject to a valuation cap of $25,000,000. The original maturity date had been extended by amendment to June 30, 2026, prior to the closing of the Financing.

At the time of closing, the notes had been outstanding for approximately twenty-seven (27) months, and accrued interest totaled approximately $202,500. Accordingly, the total conversion amount — comprising both outstanding principal and accrued interest — was $1,702,500.

The conversion price was determined by comparing the price derived from the valuation cap with the discount price and applying the more favorable price to the note holders, consistent with the terms of the notes. The cap price was calculated as $25,000,000 (valuation cap) divided by 12,500,000 (fully diluted pre-money shares), yielding a cap price of $2.00 per share. The 20% discount price was calculated as $5.00 (Series A price) multiplied by 0.80, yielding a discount price of $4.00 per share. Because the cap price of $2.00 per share was more favorable to the note holders than the discount price of $4.00 per share, the notes converted at $2.00 per share.

Total shares of Series A Preferred Stock issued upon conversion of the notes were 851,250 shares (calculated as $1,702,500 divided by $2.00 per share). These shares carry the same rights, preferences, and privileges as the Series A Preferred Stock issued to the new money investors.

The individual note holders and their respective allocations are as follows:

Upon conversion, all outstanding convertible promissory notes were cancelled and are of no further force or effect.

2.4 Post-Closing Capitalization Summary

The following table sets forth the Company's capitalization as of the closing of the Financing, reflecting all shares issued in connection with the transaction:

Pinnacle's 2,800,000 shares of Series A Preferred Stock represent approximately 17.4% of the Company's outstanding capitalization on a fully diluted basis (excluding unissued options), or approximately 15.7% on a fully diluted basis including all authorized but unissued option shares. A detailed capitalization table, including a full listing of all holders of Common Stock, Preferred Stock, and outstanding options (with grant dates, exercise prices, and vesting schedules), was delivered at closing and is included in the closing binder.

2.5 Key Economic Terms

The principal economic terms of the Series A Preferred Stock, as set forth in the Amended and Restated Certificate of Incorporation, are summarized below:

Liquidation Preference. The Series A Preferred Stock carries a 1x non-participating liquidation preference. In the event of any liquidation, dissolution, or winding up of the Company (including any deemed liquidation event), holders of Series A Preferred Stock are entitled to receive, prior to and in preference to any distributions to holders of Common Stock, an amount per share equal to the original issue price of $5.00 per share (or $2.00 per share in the case of shares issued upon conversion of convertible notes, as applicable), plus any declared but unpaid dividends. After payment of the liquidation preference, the remaining assets of the Company are distributed to holders of Common Stock. As the Series A Preferred Stock is non-participating, holders of Series A Preferred Stock may elect to convert their shares to Common Stock and participate in distributions on an as-converted basis in lieu of receiving their liquidation preference, if such conversion would result in a greater per-share return.

Anti-Dilution Protection. The Series A Preferred Stock is protected by broad-based weighted-average anti-dilution adjustment provisions. In the event the Company issues additional shares of Common Stock or Common Stock equivalents at a price per share less than the then-applicable conversion price of the Series A Preferred Stock (subject to customary carve-outs for employee equity grants, strategic partnerships, and other specified excluded issuances), the conversion price of the Series A Preferred Stock will be adjusted downward in accordance with the broad-based weighted-average formula set forth in the Amended and Restated Certificate of Incorporation.

Dividends. Holders of Series A Preferred Stock are entitled to receive dividends at the rate of 8% of the original issue price per annum, on a non-cumulative basis, payable when, as, and if declared by the Board of Directors. No dividends may be declared or paid on the Common Stock unless dividends on the Series A Preferred Stock have been paid or declared and set apart for payment in the same fiscal year.

Pro Rata Rights. Pursuant to the Investors' Rights Agreement, all holders of Series A Preferred Stock (including Pinnacle, Blackthorn, and Stonebridge) hold rights of first offer to participate on a pro rata basis in any future equity financing rounds of the Company, subject to customary exceptions and minimum thresholds as set forth therein.

Option Pool Expansion. In connection with the Financing, the Company's authorized option pool under the 2023 Equity Incentive Plan was expanded from 2,000,000 shares to 3,000,000 shares — an increase of 1,000,000 shares. The dilution associated with this option pool expansion was borne entirely by pre-Series A stockholders (i.e., founders and holders of Series Seed Preferred Stock), consistent with standard venture capital practice, and was reflected in the pre-money valuation and the calculation of the Series A price per share.

2.6 Funds Flow

Total investment proceeds of $22,500,000 in new money were wired from the three investors to the Company on the closing date. All funds were directed to Quillen Technologies, Inc.'s designated operating account at Crescent National Bank, Boston, Massachusetts, in accordance with the wire instructions set forth in the Funds Flow Memorandum. Confirmation of receipt of all wires was obtained prior to the release of closing documents.

The conversion of the outstanding convertible promissory notes into shares of Series A Preferred Stock involved no cash payment or additional wire transfer. Rather, the outstanding principal of $1,500,000 and accrued interest of approximately $202,500 were converted into 851,250 shares of Series A Preferred Stock in accordance with the terms of the notes and the Series A Preferred Stock Purchase Agreement.

As agreed among the parties, the Company reimbursed Calderwood & Harkness LLP's reasonable legal fees and expenses incurred in connection with the Financing, subject to a cap of $75,000. This reimbursement was addressed at closing and was either netted from closing proceeds or paid out of closing proceeds to Calderwood & Harkness LLP directly, as reflected in the Funds Flow Memorandum included in the closing binder.

3. Board Composition

Following the closing of the Financing, the Board of Directors of the Company consists of five (5) seats, allocated as follows:

(a) Two (2) seats elected by the holders of Common Stock, voting as a separate class. These seats are designated for founder nominees. As of closing, Dr. Amara Osei and Julian Voss continue to serve in these capacities.

(b) Two (2) seats elected by the holders of Series A Preferred Stock, voting as a separate class. These seats are allocated as follows:

(i) One seat designated by Pinnacle Venture Fund II LP as lead investor. Christine Aldridge has been designated as Pinnacle's initial Board representative and was seated effective as of closing.

(ii) One seat designated by Blackthorn Growth Fund III LP as co-investor. Diana Hershfield has been designated as Blackthorn's initial Board representative and was seated effective as of closing.

(c) One (1) independent director seat, to be filled by a person mutually agreed upon by the holders of Common Stock and the holders of Preferred Stock, voting together. As of the closing date, this seat remains vacant pending the identification and mutual agreement of an independent director candidate.

The Board composition and the allocation of director designation rights are governed by the Voting Agreement executed at closing. The Voting Agreement obligates all stockholders who are parties thereto to vote their shares in favor of the director nominees designated by the respective stockholder groups as described above.

The first post-closing meeting of the Board of Directors is scheduled for June 22, 2026. We recommend that Christine Aldridge coordinate with the Company's CEO, Dr. Amara Osei, and with Blackthorn's representative, Diana Hershfield, in advance of this meeting to discuss agenda items, committee formation, and any initial governance matters.

In connection with the closing, the Company executed an Indemnification Agreement in favor of Christine Aldridge in her capacity as Pinnacle's Board designee. The Indemnification Agreement provides for indemnification and advancement of expenses to the fullest extent permitted by the DGCL and the Company's certificate of incorporation and bylaws. This agreement supplements, and does not limit, any indemnification rights provided under the Company's organizational documents or applicable law. A copy of the executed Indemnification Agreement is included in the closing binder.

4. Protective Provisions

Pursuant to the Amended and Restated Certificate of Incorporation, the holders of Series A Preferred Stock (voting as a separate class) hold consent rights over specified corporate actions by the Company. These protective provisions are based on the standard NVCA form and require the affirmative written consent or vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock before the Company may take certain actions, including without limitation:

(a) The incurrence, assumption, or guarantee of any indebtedness in excess of $500,000 in the aggregate (other than trade payables and equipment financing incurred in the ordinary course of business);

(b) Any liquidation, dissolution, or winding up of the Company, or any transaction or series of related transactions constituting a deemed liquidation event (as defined in the Amended and Restated Certificate of Incorporation);

(d) Any amendment, alteration, or repeal of any provision of the Certificate of Incorporation or Bylaws that adversely affects the rights, preferences, privileges, or powers of the Series A Preferred Stock;

(e) The creation or authorization of any new class or series of capital stock having rights, preferences, or privileges senior to or on parity with the Series A Preferred Stock;

(f) The increase or decrease in the authorized number of shares of Series A Preferred Stock;

(g) The redemption, repurchase, or other acquisition of any shares of Common Stock or Preferred Stock (other than repurchases of unvested shares at cost upon termination of service);

(h) The declaration or payment of any dividend or distribution on any shares of Common Stock or Preferred Stock;

(i) The adoption of, or any material change to, the Company's annual operating budget or business plan;

(j) The hiring, termination, or change in compensation of the Company's Chief Executive Officer; and

(k) Any other actions specified in the Amended and Restated Certificate of Incorporation as requiring the consent of the holders of Series A Preferred Stock.

The full text of the protective provisions is set forth in Article IV of the Amended and Restated Certificate of Incorporation. Pinnacle should be aware that, as the holder of 2,800,000 out of 5,351,250 total shares of Series A Preferred Stock (including conversion shares), Pinnacle holds approximately 52.3% of the outstanding Series A Preferred Stock and therefore has the ability to control the outcome of any consent required under the protective provisions.

5. List of Executed Closing Documents

The following is a complete list of all documents executed at or delivered in connection with the closing of the Financing. Copies of all documents listed below are included in the closing binder being delivered under separate cover:

1. Series A Preferred Stock Purchase Agreement, dated June 15, 2026, among Quillen Technologies, Inc. and the Investors named therein (including the Schedule of Investors and the Disclosure Schedules delivered by the Company thereunder).

2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc., filed with the Secretary of State of the State of Delaware on June 15, 2026 (Delaware File Number 7384219).

3. Investors' Rights Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Series A Investors, and the holders of Series Seed Preferred Stock.

4. Right of First Refusal and Co-Sale Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors named therein, and the Key Holders named therein.

5. Voting Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors named therein, and the Key Holders named therein.

6. Management Rights Letter — Pinnacle Venture Fund II LP, dated June 15, 2026, issued by Quillen Technologies, Inc. in favor of Pinnacle (providing management rights sufficient to qualify Pinnacle's investment as a venture capital operating company investment under DOL Regulation § 2510.3-101(d)).

7. Management Rights Letter — Blackthorn Growth Fund III LP, dated June 15, 2026, issued by Quillen Technologies, Inc. in favor of Blackthorn Growth Fund III LP.

8. Indemnification Agreement between Quillen Technologies, Inc. and Christine Aldridge, dated June 15, 2026.

9. Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights), dated June 15, 2026, between Quillen Technologies, Inc. and Pinnacle.

10. Legal Opinion of Fenwick, Torres & Keane LLP (Company Counsel), dated June 15, 2026, addressed to the Investors and their counsel, opining as to the due organization and good standing of the Company, the authorization and valid issuance of the Series A Preferred Stock, and certain other customary matters.

11. Secretary's Certificate of Quillen Technologies, Inc., dated June 15, 2026, certifying the Amended and Restated Certificate of Incorporation, the bylaws (as amended and currently in effect), the resolutions of the Board of Directors approving the Financing and the issuance of Series A Preferred Stock, and the stockholder consents approving the charter amendment and related matters.

12. Officer's Compliance Certificate executed by Dr. Amara Osei, Chief Executive Officer of Quillen Technologies, Inc., dated June 15, 2026, confirming the truth and accuracy of the Company's representations and warranties as of the closing date and the satisfaction of all closing conditions set forth in the Series A Preferred Stock Purchase Agreement.

13. Bring-Down Certificate of Quillen Technologies, Inc., dated June 15, 2026, confirming the continued accuracy of the Company's representations and warranties and the absence of any material adverse effect with respect to the Company since the date of the Series A Preferred Stock Purchase Agreement.

14. Written Consent of the Board of Directors of Quillen Technologies, Inc., dated June 15, 2026, approving the Financing, the charter amendment, the issuance of Series A Preferred Stock, and the Company's entry into all transaction documents.

15. Written Consent of the Stockholders of Quillen Technologies, Inc., dated June 15, 2026, approving the charter amendment, the increase in authorized shares, the expansion of the option pool to 3,000,000 shares under the 2023 Equity Incentive Plan, and the Financing.

16. Schedule of Investors listing all Series A purchasers, the number of shares purchased by each, and the respective purchase prices, including convertible note conversion shares and the conversion prices applicable thereto.

17. Funds Flow Memorandum, dated June 15, 2026, setting forth wire transfer instructions for the payment of the aggregate purchase price by each Investor, as well as the reimbursement of investor counsel fees.

6. Pinnacle's Key Ongoing Rights Under Transaction Agreements

The following is a summary of Pinnacle's principal ongoing rights and obligations under the transaction agreements executed in connection with the Financing. This summary is provided for convenience and reference purposes only and is qualified in its entirety by the terms of the applicable agreements. In the event of any inconsistency between this summary and the underlying agreements, the terms of the underlying agreements shall govern.

6.1 Information Rights (Investors' Rights Agreement and Side Letter)

Pursuant to the Investors' Rights Agreement and the Side Letter executed in Pinnacle's favor, the Company is obligated to provide Pinnacle with the following financial and operational information on an ongoing basis:

(a) Monthly Financial Statements. Unaudited monthly financial statements (including a balance sheet, income statement, and statement of cash flows) to be delivered within thirty (30) days following the end of each calendar month.

(b) Quarterly Financial Statements. Unaudited quarterly financial statements (including a balance sheet, income statement, statement of cash flows, and comparison to budget) to be delivered within forty-five (45) days following the end of each fiscal quarter. This enhanced quarterly delivery timeline reflects the terms of the Side Letter negotiated on Pinnacle's behalf, which provides for more detailed and timely quarterly reporting than the standard Investors' Rights Agreement.

(c) Quarterly KPI Dashboards. Quarterly key performance indicator dashboards to be delivered concurrently with the quarterly financial statements. Pursuant to the Side Letter, these dashboards shall include, at a minimum, the Company's annualized recurring revenue (ARR), customer churn rate, and total customer count, along with such other operational metrics as the Company and Pinnacle may agree upon from time to time.

(d) Annual Audited Financial Statements. Annual audited financial statements, prepared in accordance with generally accepted accounting principles and audited by the Company's independent auditors (currently Pemberton & Associates CPAs LLP), to be delivered within one hundred twenty (120) days following the end of each fiscal year.

(e) Annual Budget. The Company's annual operating budget for the forthcoming fiscal year, to be approved by the Board of Directors and delivered to the Investors no later than December 15 of each year.

(f) Enhanced Inspection Rights. Pursuant to the Side Letter, Pinnacle holds the right to conduct on-site inspections of the Company's books, records, and facilities upon reasonable prior notice, subject to reasonable limitations as to timing and frequency as set forth therein. These inspection rights are in addition to the standard inspection rights provided to all major investors under the Investors' Rights Agreement.

6.2 Registration Rights

Pursuant to the Investors' Rights Agreement, Pinnacle holds the following registration rights with respect to the shares of Common Stock issuable upon conversion of its Series A Preferred Stock:

(a) Demand Registration Rights. Pinnacle has the right to demand that the Company effect a registration of its registrable securities under the Securities Act of 1933, as amended, exercisable after the earlier of (i) five (5) years from the closing of the Financing or (ii) one hundred eighty (180) days following the effective date of a registration statement filed in connection with the Company's initial public offering.

(b) S-3 Registration Rights. Pinnacle has the right to require the Company to effect a registration of its registrable securities on Form S-3 (or any successor form), subject to customary limitations on frequency and minimum offering amounts as set forth in the Investors' Rights Agreement.

(c) Piggyback Registration Rights. In the event the Company proposes to register any of its securities under the Securities Act (whether for its own account or for the account of any other stockholder), Pinnacle has the right to include its registrable securities in such registration, subject to customary cut-back provisions in the event of an underwriter-imposed limitation on the number of shares to be included.

6.3 Pro Rata / Right of First Offer

Pursuant to the Investors' Rights Agreement, Pinnacle holds the right to participate on a pro rata basis in any future equity financing rounds of the Company. This right of first offer entitles Pinnacle to purchase its pro rata share (determined by reference to its percentage ownership on a fully diluted basis) of any new securities proposed to be issued by the Company in a subsequent equity financing, subject to customary exceptions for employee equity grants, strategic transactions, equipment financings, and other specified excluded issuances.

6.4 Right of First Refusal and Co-Sale

Pursuant to the Right of First Refusal and Co-Sale Agreement, the following transfer restrictions apply to shares held by the Company's founders (Dr. Amara Osei and Julian Voss) and other key holders:

(a) Right of First Refusal. In the event a founder or key holder proposes to transfer shares to a third party, the Company has a right of first refusal to purchase the shares on the same terms offered by the proposed transferee. If the Company does not exercise its right of first refusal (in whole or in part), the Investors (including Pinnacle) have a secondary right of first refusal to purchase the remaining shares on the same terms.

(b) Co-Sale / Tag-Along Rights. If the Company and the Investors do not exercise their respective rights of first refusal in full and the proposed transfer proceeds, each Investor (including Pinnacle) has the right to participate in such transfer on a pro rata basis by selling a proportionate number of its shares on the same terms and conditions as the selling founder or key holder.

6.5 Drag-Along. The Voting Agreement contains customary drag-along provisions. In the event of a proposed acquisition or deemed liquidation event that is approved by (a) holders of a majority of the outstanding shares of Common Stock and (b) holders of a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis), all stockholders who are parties to the Voting Agreement are obligated to vote in favor of, and take all necessary actions to facilitate, the proposed transaction.

6.6 Management Rights (VCOC)

The Management Rights Letter executed by the Company in favor of Pinnacle provides Pinnacle with the contractual right to:

(a) Consult with and advise the management of the Company on significant business issues, including the Company's strategic direction, operating plans, and key hires;

(b) Inspect the books, records, and facilities of the Company upon reasonable request; and

(c) Attend meetings of the Board of Directors (including in an observer capacity if Pinnacle's Board designee is unable to attend).

These management rights are intended to be sufficient to qualify Pinnacle's investment in the Company as a "venture capital operating company" investment under Department of Labor Regulation § 2510.3-101(d) promulgated under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). We recommend that Pinnacle's compliance team confirm that the management rights, in conjunction with Pinnacle's Board designation rights and information rights, satisfy the applicable VCOC requirements for the Fund.

6.7 Founder Vesting

In connection with the Financing, all existing shares of Common Stock held by the Company's founders, Dr. Amara Osei and Julian Voss, have been made subject to a four-year vesting schedule with a one-year cliff. Specifically:

(a) Each founder's shares will vest ratably over a period of forty-eight (48) months from the applicable vesting commencement date, with no shares vesting during the first twelve (12) months (the cliff period) and 1/48th of the total shares vesting on each monthly anniversary thereafter.

(b) A vesting credit of twenty-five percent (25%) was applied in recognition of the founders' service since the Company's incorporation in July 2023 — a period of approximately thirty-five (35) months at the time of closing. This credit corresponds to approximately 8.75 months of service. Accordingly, each founder is credited with 8.75 months of vesting as of the closing date, with the remainder of their shares continuing to vest on the schedule described above.

(c) Unvested shares are subject to repurchase by the Company at cost in the event a founder's service to the Company terminates prior to full vesting, as set forth in the applicable restricted stock purchase agreements or related documentation.

We note that, given the vesting credit, neither founder has yet reached the one-year cliff, and accordingly each founder's shares will begin vesting in full monthly increments upon reaching the 12-month vesting mark (net of credit). We recommend that Pinnacle request confirmation from the Company that the founder vesting arrangements have been properly documented and that all necessary restricted stock purchase agreements and related documentation have been executed.

7. Post-Closing Action Items

A separate Post-Closing Obligations Memorandum has been prepared and is being delivered concurrently herewith, which sets forth in detail all post-closing action items and the responsible parties for each. For ease of reference, the following key post-closing items are highlighted:

1. Amended and Restated Certificate of Incorporation — Filing Confirmation. The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on June 15, 2026. A file-stamped copy has been obtained and is included in the closing binder.

2. Updated Stock Ledger and Issuance of Book-Entry Notices or Stock Certificates. The Company is responsible for updating its stock ledger to reflect the issuance of all shares of Series A Preferred Stock (both new money shares and conversion shares) and for delivering book-entry notices or stock certificates (as applicable) to all investors and converting note holders promptly following closing.

3. Section 83(b) Election Reminders. To the extent that any founder shares subject to the new vesting schedules described in Section 6.7 above may be treated as newly subject to a substantial risk of forfeiture for federal income tax purposes, the applicable founders should consider filing elections under Section 83(b) of the Internal Revenue Code within thirty (30) days of the closing date. Calderwood & Harkness LLP is available to consult on the tax analysis, but we recommend that the Company and its founders engage their personal tax advisors on this matter.

4. D&O Insurance Confirmation. The Company is obligated to obtain and maintain directors' and officers' liability insurance in amounts and with coverage terms satisfactory to the Board of Directors. The Company should provide confirmation of such insurance coverage to Pinnacle and to Christine Aldridge as Board designee.

5. Updated Bylaws. The Company should adopt updated bylaws reflecting the post-Financing governance structure, including Board composition, committee formation, and any other changes necessitated by the transaction.

6. First Post-Close Board Meeting. The first meeting of the Board of Directors following the closing is scheduled for June 22, 2026. The agenda and related materials should be circulated to all Board members in advance.

7. Blue Sky / State Securities Notice Filings. The Company is responsible for making any required state securities notice filings in connection with the issuance of Series A Preferred Stock, including filings under applicable Blue Sky laws in states where investors or the Company are located.

8. Form D Filing with the SEC. The Company is required to file a Form D (Notice of Exempt Offering of Securities) with the U.S. Securities and Exchange Commission within fifteen (15) days following the first sale of securities in the Financing. The filing deadline is June 30, 2026.

9. Foreign Qualification Updates. The Company should assess whether the Financing or any change in its operations requires it to update or obtain foreign qualification filings in any state other than Delaware or Massachusetts.

We will continue to monitor the completion of these post-closing action items and will follow up with the Company and its counsel as appropriate. However, as noted in Section 10 below, Calderwood & Harkness LLP's engagement in connection with the Financing will be concluded upon completion of these post-closing items, and any ongoing monitoring will be subject to a separate engagement.

8. Closing Binder

A complete closing binder containing original or conformed copies of all executed transaction documents, ancillary certificates, officer and secretary certifications, and supporting materials is being delivered to Pinnacle under separate cover. An electronic copy of the closing binder, in PDF format, will follow by secure file transfer.

The closing binder is organized by document category, consistent with the Closing Checklist that was circulated among the parties during the pre-closing period. The Closing Checklist itself is included as the first item in the binder for ease of reference. We recommend that Pinnacle retain the closing binder in its permanent fund records and that a copy be made available to the Fund's administrators and auditors as needed.

9. Company Information (for Pinnacle Records)

For Pinnacle's portfolio management records and ongoing reference, the key identifying information for the Company is set forth below:

10. Limitation of Engagement; No Ongoing Obligation

With the closing of the Financing and the completion of the post-closing action items identified in Section 7 above, Calderwood & Harkness LLP's engagement in connection with the Series A Preferred Stock financing of Quillen Technologies, Inc. will be concluded. Calderwood & Harkness LLP does not undertake any obligation to monitor or advise Pinnacle with respect to the Company or the transaction agreements following the conclusion of this engagement, except to the extent separately agreed in writing.

This letter is provided for informational and record-keeping purposes only. It is intended to summarize the principal terms of the completed Financing and to identify the key rights and obligations of Pinnacle under the transaction documents. This letter does not constitute a legal opinion of Calderwood & Harkness LLP on any matter, and should not be relied upon as such. The descriptions and summaries set forth herein are qualified in their entirety by, and are subject to, the terms of the applicable executed agreements, which govern in all cases.

We recommend that Pinnacle consult with Calderwood & Harkness LLP or other legal counsel regarding any future matters arising under the transaction agreements, including without limitation the exercise of Pinnacle's contractual rights (such as pro rata participation rights, information rights, Board designation rights, or protective provision consent rights), compliance with Pinnacle's obligations as a stockholder and Board participant, and any proposed transfers or dispositions of Pinnacle's shares in the Company.

11. Engagement Team Acknowledgment

The following members of Calderwood & Harkness LLP served on the engagement team for this transaction:

We wish to express our sincere appreciation for the opportunity to represent Pinnacle Venture Fund II LP in this transaction. We enjoyed working with Sandeep, Christine, and the entire Pinnacle team, and we are proud of the result achieved on the Fund's behalf. We remain available to address any questions you may have regarding this closing letter, the transaction documents, or any related matters. Please do not hesitate to contact Rachel Bernstein at (415) 782-6010 or rbernstein@calderwoodharkness.com, or any member of the engagement team, at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Rachel Bernstein, Partner 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 782-6010

Email: rbernstein@calderwoodharkness.com

cc: Tomas Medina, Vice President, Pinnacle Venture Fund II LP cc: Miriam Calloway, Calderwood & Harkness LLP cc: Leila Nazari, Calderwood & Harkness LLP cc: Robert Jansen, Calderwood & Harkness LLP

Encl.: Closing Binder (under separate cover)

Parameter	Amount
Total Round Size (New Money)	$22,500,000
Pre-Money Valuation	$57,500,000
Post-Money Valuation	$80,000,000
Series A Price Per Share	$5.00
Total New Money Shares Issued	4,500,000 shares
Investor	Investment Amount	Shares Purchased	Percentage of Round
Pinnacle Venture Fund II LP (Lead Investor)	$14,000,000	2,800,000	62.22%
Blackthorn Growth Fund III LP (Co-Investor)	$6,000,000	1,200,000	26.67%
Stonebridge Ventures LLC (Co-Investor)	$2,500,000	500,000	11.11%
Total	$22,500,000	4,500,000	100.00%
Note Holder	Principal Amount	Pro Rata Accrued Interest	Total Conversion Amount	Shares Issued
Harborview Angel Syndicate LLC	$750,000	~$101,250	~$851,250	~425,625
Caldwell Family Office LLC	$500,000	~$67,500	~$567,500	~283,750
Dr. Lawrence Hu	$250,000	~$33,750	~$283,750	~141,875
Total	$1,500,000	~$202,500	~$1,702,500	851,250
Category	Shares	Notes
Common Stock	8,000,000	Founders and employees
— Dr. Amara Osei (Co-Founder, CEO)	3,200,000	Subject to founder vesting (see Section 6.7)
— Julian Voss (Co-Founder, CTO)	2,800,000	Subject to founder vesting (see Section 6.7)
— Other holders (including Priya Chandrasekar)	2,000,000	Priya Chandrasekar holds 400,000 shares
Series Seed Preferred Stock	2,500,000	Originally issued at $1.20/share in October 2023 ($3,000,000 aggregate)
— Harborview Angel Syndicate LLC	1,500,000
— Ridgepoint Seed Partners LP	1,000,000
Series A Preferred Stock (New Money)	4,500,000	Issued at $5.00/share

Series A Preferred Stock (Note Conversion)	851,250	Converted at $2.00/share
Option Pool (Granted and Outstanding)	1,200,000	Under 2023 Equity Incentive Plan
Option Pool (Unissued and Available)	1,800,000	Under 2023 Equity Incentive Plan
Total Authorized Option Pool	3,000,000	Expanded in connection with the Financing
Fully Diluted Total (excl. unissued options)	16,051,250
Item	Detail
Company Name	Quillen Technologies, Inc.
State of Incorporation	Delaware
Date of Incorporation	July 12, 2023
Delaware File Number	7384219
Employer Identification Number (EIN)	93-4817265
Headquarters	88 Garrison Street, Floor 4, Boston, MA 02116
Registered Agent	Granite State Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
Company Website / Domain	quillentech.io
Chief Executive Officer	Dr. Amara Osei
Chief Technology Officer	Julian Voss
Company Auditor	Pemberton & Associates CPAs LLP (Engagement Partner: Diane Stratton, CPA)
Company Bank	Crescent National Bank, Boston, MA
Company Counsel	Fenwick, Torres & Keane LLP (Gregory Navarro, Partner)
Team Member	Role	Billing Rate
Rachel Bernstein	Responsible Partner (Emerging Companies & Venture Capital)	$1,150/hr
Miriam Calloway	Billing Partner (Healthcare & Life Sciences)	$1,100/hr
Leila Nazari	Lead Associate (Tax)	$750/hr
Robert Jansen	Working Associate (Corporate)	$625/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 Mission Street, Suite 3100 San Francisco, California 94105
Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
June 15, 2026
Matter Number: 1002-00002 Billing Code: 78412.001
Mr. Sandeep Rajan Managing Partner & GP Principal
Ms. Christine Aldridge Partner, Deal Lead
Pinnacle Venture Fund II LP c/o Pinnacle Capital Management LLC 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 94115
Re: Closing of Series A Preferred Stock Financing — Quillen Technologies, Inc.
Dear Sandeep and Christine:
1. Introduction and Purpose of Letter
Calderwood & Harkness LLP is pleased to confirm that the Series A Preferred Stock financing (the "Financing") of Quillen Technologies, Inc., a Delaware corporation ("Quillen" or the "Company"), closed on June 15, 2026. All conditions to closing set forth in the Series A Preferred Stock Purchase Agreement were satisfied or waived, all funds were wired, all documents were executed and delivered, and the Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on the closing date.
The purpose of this letter is to provide Pinnacle Venture Fund II LP ("Pinnacle" or the "Fund") with a comprehensive summary of the completed transaction for its records and ongoing portfolio management purposes. Specifically, this letter: (a) summarizes the principal terms of the Financing, including the economic terms, investor allocations, and the conversion of previously outstanding convertible notes; (b) identifies the key documents executed at closing and delivered into the closing binder; (c) describes Pinnacle's rights and ongoing obligations under the transaction agreements, including information rights, Board designation rights, protective provisions, and management rights necessary for VCOC qualification; and (d) references the closing binder being delivered under separate cover, which contains original or conformed copies of all executed closing documentation.
Calderwood & Harkness LLP served as counsel to Pinnacle in connection with the Financing. Company counsel was Fenwick, Torres & Keane LLP, with Gregory Navarro serving as lead partner and Sophie Marchetti as the primary associate on the matter. Fenwick, Torres & Keane LLP is located at 200 Clarendon Street, Suite 3400, Boston, Massachusetts 02116. Whitfield & Pryor LLP, located in New York, New York, served as counsel to co-investor Blackthorn Growth Fund III LP in connection with the transaction. Stonebridge Ventures LLC was not separately represented by counsel and relied upon the documentation negotiated among the lead parties.
2. Summary of Transaction
2.1 Overview. The Financing was structured as a Series A Preferred Stock financing governed by the Delaware General Corporation Law (the "DGCL"). The transaction was documented using forms substantially based on the National Venture Capital Association (NVCA) model documents, with certain modifications negotiated among the parties as described herein and set forth in the executed agreements.
The principal economic parameters of the Financing are as follows:
The pre-money valuation of $57,500,000 was determined on a fully diluted basis, inclusive of the expanded option pool described in Section 2.5 below. The Series A price per share of $5.00 was calculated by dividing the pre-money valuation by the fully diluted pre-money capitalization (inclusive of all outstanding shares, the expanded option pool, and shares issuable upon conversion of the outstanding convertible notes).
2.2 Investors and Allocations
The Financing was led by Pinnacle, with two co-investors participating alongside the Fund. The following table sets forth the allocation of new money investment among the investors:
All shares of Series A Preferred Stock were purchased at a price of $5.00 per share. Each investor's allocation is reflected in the Schedule of Investors attached to the Series A Preferred Stock Purchase Agreement. Pinnacle's $14,000,000 investment represents the single largest capital commitment in the round, and Pinnacle's lead investor position is reflected in the governance, information, and management rights negotiated in its favor throughout the transaction documentation.
2.3 Convertible Note Conversion
In addition to the new money investment described above, the Financing triggered the automatic conversion of outstanding convertible promissory notes previously issued by the Company. The key terms of the convertible note conversion are summarized as follows:
The Company had outstanding convertible promissory notes with an aggregate principal amount of $1,500,000. These notes were originally issued on March 15, 2024, and bore simple interest at a rate of 6% per annum. The notes provided for a 20% discount to the price per share of the next qualifying equity financing and were subject to a valuation cap of $25,000,000. The original maturity date had been extended by amendment to June 30, 2026, prior to the closing of the Financing.
At the time of closing, the notes had been outstanding for approximately twenty-seven (27) months, and accrued interest totaled approximately $202,500. Accordingly, the total conversion amount — comprising both outstanding principal and accrued interest — was $1,702,500.
The conversion price was determined by comparing the price derived from the valuation cap with the discount price and applying the more favorable price to the note holders, consistent with the terms of the notes. The cap price was calculated as $25,000,000 (valuation cap) divided by 12,500,000 (fully diluted pre-money shares), yielding a cap price of $2.00 per share. The 20% discount price was calculated as $5.00 (Series A price) multiplied by 0.80, yielding a discount price of $4.00 per share. Because the cap price of $2.00 per share was more favorable to the note holders than the discount price of $4.00 per share, the notes converted at $2.00 per share.
Total shares of Series A Preferred Stock issued upon conversion of the notes were 851,250 shares (calculated as $1,702,500 divided by $2.00 per share). These shares carry the same rights, preferences, and privileges as the Series A Preferred Stock issued to the new money investors.
The individual note holders and their respective allocations are as follows:
Upon conversion, all outstanding convertible promissory notes were cancelled and are of no further force or effect.
2.4 Post-Closing Capitalization Summary
The following table sets forth the Company's capitalization as of the closing of the Financing, reflecting all shares issued in connection with the transaction:
Pinnacle's 2,800,000 shares of Series A Preferred Stock represent approximately 17.4% of the Company's outstanding capitalization on a fully diluted basis (excluding unissued options), or approximately 15.7% on a fully diluted basis including all authorized but unissued option shares. A detailed capitalization table, including a full listing of all holders of Common Stock, Preferred Stock, and outstanding options (with grant dates, exercise prices, and vesting schedules), was delivered at closing and is included in the closing binder.
2.5 Key Economic Terms
The principal economic terms of the Series A Preferred Stock, as set forth in the Amended and Restated Certificate of Incorporation, are summarized below:
Liquidation Preference. The Series A Preferred Stock carries a 1x non-participating liquidation preference. In the event of any liquidation, dissolution, or winding up of the Company (including any deemed liquidation event), holders of Series A Preferred Stock are entitled to receive, prior to and in preference to any distributions to holders of Common Stock, an amount per share equal to the original issue price of $5.00 per share (or $2.00 per share in the case of shares issued upon conversion of convertible notes, as applicable), plus any declared but unpaid dividends. After payment of the liquidation preference, the remaining assets of the Company are distributed to holders of Common Stock. As the Series A Preferred Stock is non-participating, holders of Series A Preferred Stock may elect to convert their shares to Common Stock and participate in distributions on an as-converted basis in lieu of receiving their liquidation preference, if such conversion would result in a greater per-share return.
Anti-Dilution Protection. The Series A Preferred Stock is protected by broad-based weighted-average anti-dilution adjustment provisions. In the event the Company issues additional shares of Common Stock or Common Stock equivalents at a price per share less than the then-applicable conversion price of the Series A Preferred Stock (subject to customary carve-outs for employee equity grants, strategic partnerships, and other specified excluded issuances), the conversion price of the Series A Preferred Stock will be adjusted downward in accordance with the broad-based weighted-average formula set forth in the Amended and Restated Certificate of Incorporation.
Dividends. Holders of Series A Preferred Stock are entitled to receive dividends at the rate of 8% of the original issue price per annum, on a non-cumulative basis, payable when, as, and if declared by the Board of Directors. No dividends may be declared or paid on the Common Stock unless dividends on the Series A Preferred Stock have been paid or declared and set apart for payment in the same fiscal year.
Pro Rata Rights. Pursuant to the Investors' Rights Agreement, all holders of Series A Preferred Stock (including Pinnacle, Blackthorn, and Stonebridge) hold rights of first offer to participate on a pro rata basis in any future equity financing rounds of the Company, subject to customary exceptions and minimum thresholds as set forth therein.
Option Pool Expansion. In connection with the Financing, the Company's authorized option pool under the 2023 Equity Incentive Plan was expanded from 2,000,000 shares to 3,000,000 shares — an increase of 1,000,000 shares. The dilution associated with this option pool expansion was borne entirely by pre-Series A stockholders (i.e., founders and holders of Series Seed Preferred Stock), consistent with standard venture capital practice, and was reflected in the pre-money valuation and the calculation of the Series A price per share.
2.6 Funds Flow
Total investment proceeds of $22,500,000 in new money were wired from the three investors to the Company on the closing date. All funds were directed to Quillen Technologies, Inc.'s designated operating account at Crescent National Bank, Boston, Massachusetts, in accordance with the wire instructions set forth in the Funds Flow Memorandum. Confirmation of receipt of all wires was obtained prior to the release of closing documents.
The conversion of the outstanding convertible promissory notes into shares of Series A Preferred Stock involved no cash payment or additional wire transfer. Rather, the outstanding principal of $1,500,000 and accrued interest of approximately $202,500 were converted into 851,250 shares of Series A Preferred Stock in accordance with the terms of the notes and the Series A Preferred Stock Purchase Agreement.
As agreed among the parties, the Company reimbursed Calderwood & Harkness LLP's reasonable legal fees and expenses incurred in connection with the Financing, subject to a cap of $75,000. This reimbursement was addressed at closing and was either netted from closing proceeds or paid out of closing proceeds to Calderwood & Harkness LLP directly, as reflected in the Funds Flow Memorandum included in the closing binder.
3. Board Composition
Following the closing of the Financing, the Board of Directors of the Company consists of five (5) seats, allocated as follows:
(a) Two (2) seats elected by the holders of Common Stock, voting as a separate class. These seats are designated for founder nominees. As of closing, Dr. Amara Osei and Julian Voss continue to serve in these capacities.
(b) Two (2) seats elected by the holders of Series A Preferred Stock, voting as a separate class. These seats are allocated as follows:
(i) One seat designated by Pinnacle Venture Fund II LP as lead investor. Christine Aldridge has been designated as Pinnacle's initial Board representative and was seated effective as of closing.
(ii) One seat designated by Blackthorn Growth Fund III LP as co-investor. Diana Hershfield has been designated as Blackthorn's initial Board representative and was seated effective as of closing.
(c) One (1) independent director seat, to be filled by a person mutually agreed upon by the holders of Common Stock and the holders of Preferred Stock, voting together. As of the closing date, this seat remains vacant pending the identification and mutual agreement of an independent director candidate.
The Board composition and the allocation of director designation rights are governed by the Voting Agreement executed at closing. The Voting Agreement obligates all stockholders who are parties thereto to vote their shares in favor of the director nominees designated by the respective stockholder groups as described above.
The first post-closing meeting of the Board of Directors is scheduled for June 22, 2026. We recommend that Christine Aldridge coordinate with the Company's CEO, Dr. Amara Osei, and with Blackthorn's representative, Diana Hershfield, in advance of this meeting to discuss agenda items, committee formation, and any initial governance matters.
In connection with the closing, the Company executed an Indemnification Agreement in favor of Christine Aldridge in her capacity as Pinnacle's Board designee. The Indemnification Agreement provides for indemnification and advancement of expenses to the fullest extent permitted by the DGCL and the Company's certificate of incorporation and bylaws. This agreement supplements, and does not limit, any indemnification rights provided under the Company's organizational documents or applicable law. A copy of the executed Indemnification Agreement is included in the closing binder.
4. Protective Provisions
Pursuant to the Amended and Restated Certificate of Incorporation, the holders of Series A Preferred Stock (voting as a separate class) hold consent rights over specified corporate actions by the Company. These protective provisions are based on the standard NVCA form and require the affirmative written consent or vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock before the Company may take certain actions, including without limitation:
(a) The incurrence, assumption, or guarantee of any indebtedness in excess of $500,000 in the aggregate (other than trade payables and equipment financing incurred in the ordinary course of business);
(b) Any liquidation, dissolution, or winding up of the Company, or any transaction or series of related transactions constituting a deemed liquidation event (as defined in the Amended and Restated Certificate of Incorporation);
(c) Any merger, consolidation, or acquisition involving the Company or any of its subsidiaries;
(d) Any amendment, alteration, or repeal of any provision of the Certificate of Incorporation or Bylaws that adversely affects the rights, preferences, privileges, or powers of the Series A Preferred Stock;
(e) The creation or authorization of any new class or series of capital stock having rights, preferences, or privileges senior to or on parity with the Series A Preferred Stock;
(f) The increase or decrease in the authorized number of shares of Series A Preferred Stock;
(g) The redemption, repurchase, or other acquisition of any shares of Common Stock or Preferred Stock (other than repurchases of unvested shares at cost upon termination of service);
(h) The declaration or payment of any dividend or distribution on any shares of Common Stock or Preferred Stock;
(i) The adoption of, or any material change to, the Company's annual operating budget or business plan;
(j) The hiring, termination, or change in compensation of the Company's Chief Executive Officer; and
(k) Any other actions specified in the Amended and Restated Certificate of Incorporation as requiring the consent of the holders of Series A Preferred Stock.
The full text of the protective provisions is set forth in Article IV of the Amended and Restated Certificate of Incorporation. Pinnacle should be aware that, as the holder of 2,800,000 out of 5,351,250 total shares of Series A Preferred Stock (including conversion shares), Pinnacle holds approximately 52.3% of the outstanding Series A Preferred Stock and therefore has the ability to control the outcome of any consent required under the protective provisions.
5. List of Executed Closing Documents
The following is a complete list of all documents executed at or delivered in connection with the closing of the Financing. Copies of all documents listed below are included in the closing binder being delivered under separate cover:
1. Series A Preferred Stock Purchase Agreement, dated June 15, 2026, among Quillen Technologies, Inc. and the Investors named therein (including the Schedule of Investors and the Disclosure Schedules delivered by the Company thereunder).
2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc., filed with the Secretary of State of the State of Delaware on June 15, 2026 (Delaware File Number 7384219).
3. Investors' Rights Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Series A Investors, and the holders of Series Seed Preferred Stock.
4. Right of First Refusal and Co-Sale Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors named therein, and the Key Holders named therein.
5. Voting Agreement, dated June 15, 2026, among Quillen Technologies, Inc., the Investors named therein, and the Key Holders named therein.
6. Management Rights Letter — Pinnacle Venture Fund II LP, dated June 15, 2026, issued by Quillen Technologies, Inc. in favor of Pinnacle (providing management rights sufficient to qualify Pinnacle's investment as a venture capital operating company investment under DOL Regulation § 2510.3-101(d)).
7. Management Rights Letter — Blackthorn Growth Fund III LP, dated June 15, 2026, issued by Quillen Technologies, Inc. in favor of Blackthorn Growth Fund III LP.
8. Indemnification Agreement between Quillen Technologies, Inc. and Christine Aldridge, dated June 15, 2026.
9. Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights), dated June 15, 2026, between Quillen Technologies, Inc. and Pinnacle.
10. Legal Opinion of Fenwick, Torres & Keane LLP (Company Counsel), dated June 15, 2026, addressed to the Investors and their counsel, opining as to the due organization and good standing of the Company, the authorization and valid issuance of the Series A Preferred Stock, and certain other customary matters.
11. Secretary's Certificate of Quillen Technologies, Inc., dated June 15, 2026, certifying the Amended and Restated Certificate of Incorporation, the bylaws (as amended and currently in effect), the resolutions of the Board of Directors approving the Financing and the issuance of Series A Preferred Stock, and the stockholder consents approving the charter amendment and related matters.
12. Officer's Compliance Certificate executed by Dr. Amara Osei, Chief Executive Officer of Quillen Technologies, Inc., dated June 15, 2026, confirming the truth and accuracy of the Company's representations and warranties as of the closing date and the satisfaction of all closing conditions set forth in the Series A Preferred Stock Purchase Agreement.
13. Bring-Down Certificate of Quillen Technologies, Inc., dated June 15, 2026, confirming the continued accuracy of the Company's representations and warranties and the absence of any material adverse effect with respect to the Company since the date of the Series A Preferred Stock Purchase Agreement.
14. Written Consent of the Board of Directors of Quillen Technologies, Inc., dated June 15, 2026, approving the Financing, the charter amendment, the issuance of Series A Preferred Stock, and the Company's entry into all transaction documents.
15. Written Consent of the Stockholders of Quillen Technologies, Inc., dated June 15, 2026, approving the charter amendment, the increase in authorized shares, the expansion of the option pool to 3,000,000 shares under the 2023 Equity Incentive Plan, and the Financing.
16. Schedule of Investors listing all Series A purchasers, the number of shares purchased by each, and the respective purchase prices, including convertible note conversion shares and the conversion prices applicable thereto.
17. Funds Flow Memorandum, dated June 15, 2026, setting forth wire transfer instructions for the payment of the aggregate purchase price by each Investor, as well as the reimbursement of investor counsel fees.
6. Pinnacle's Key Ongoing Rights Under Transaction Agreements
The following is a summary of Pinnacle's principal ongoing rights and obligations under the transaction agreements executed in connection with the Financing. This summary is provided for convenience and reference purposes only and is qualified in its entirety by the terms of the applicable agreements. In the event of any inconsistency between this summary and the underlying agreements, the terms of the underlying agreements shall govern.
6.1 Information Rights (Investors' Rights Agreement and Side Letter)
Pursuant to the Investors' Rights Agreement and the Side Letter executed in Pinnacle's favor, the Company is obligated to provide Pinnacle with the following financial and operational information on an ongoing basis:
(a) Monthly Financial Statements. Unaudited monthly financial statements (including a balance sheet, income statement, and statement of cash flows) to be delivered within thirty (30) days following the end of each calendar month.
(b) Quarterly Financial Statements. Unaudited quarterly financial statements (including a balance sheet, income statement, statement of cash flows, and comparison to budget) to be delivered within forty-five (45) days following the end of each fiscal quarter. This enhanced quarterly delivery timeline reflects the terms of the Side Letter negotiated on Pinnacle's behalf, which provides for more detailed and timely quarterly reporting than the standard Investors' Rights Agreement.
(c) Quarterly KPI Dashboards. Quarterly key performance indicator dashboards to be delivered concurrently with the quarterly financial statements. Pursuant to the Side Letter, these dashboards shall include, at a minimum, the Company's annualized recurring revenue (ARR), customer churn rate, and total customer count, along with such other operational metrics as the Company and Pinnacle may agree upon from time to time.
(d) Annual Audited Financial Statements. Annual audited financial statements, prepared in accordance with generally accepted accounting principles and audited by the Company's independent auditors (currently Pemberton & Associates CPAs LLP), to be delivered within one hundred twenty (120) days following the end of each fiscal year.
(e) Annual Budget. The Company's annual operating budget for the forthcoming fiscal year, to be approved by the Board of Directors and delivered to the Investors no later than December 15 of each year.
(f) Enhanced Inspection Rights. Pursuant to the Side Letter, Pinnacle holds the right to conduct on-site inspections of the Company's books, records, and facilities upon reasonable prior notice, subject to reasonable limitations as to timing and frequency as set forth therein. These inspection rights are in addition to the standard inspection rights provided to all major investors under the Investors' Rights Agreement.
6.2 Registration Rights
Pursuant to the Investors' Rights Agreement, Pinnacle holds the following registration rights with respect to the shares of Common Stock issuable upon conversion of its Series A Preferred Stock:
(a) Demand Registration Rights. Pinnacle has the right to demand that the Company effect a registration of its registrable securities under the Securities Act of 1933, as amended, exercisable after the earlier of (i) five (5) years from the closing of the Financing or (ii) one hundred eighty (180) days following the effective date of a registration statement filed in connection with the Company's initial public offering.
(b) S-3 Registration Rights. Pinnacle has the right to require the Company to effect a registration of its registrable securities on Form S-3 (or any successor form), subject to customary limitations on frequency and minimum offering amounts as set forth in the Investors' Rights Agreement.
(c) Piggyback Registration Rights. In the event the Company proposes to register any of its securities under the Securities Act (whether for its own account or for the account of any other stockholder), Pinnacle has the right to include its registrable securities in such registration, subject to customary cut-back provisions in the event of an underwriter-imposed limitation on the number of shares to be included.
6.3 Pro Rata / Right of First Offer
Pursuant to the Investors' Rights Agreement, Pinnacle holds the right to participate on a pro rata basis in any future equity financing rounds of the Company. This right of first offer entitles Pinnacle to purchase its pro rata share (determined by reference to its percentage ownership on a fully diluted basis) of any new securities proposed to be issued by the Company in a subsequent equity financing, subject to customary exceptions for employee equity grants, strategic transactions, equipment financings, and other specified excluded issuances.
6.4 Right of First Refusal and Co-Sale
Pursuant to the Right of First Refusal and Co-Sale Agreement, the following transfer restrictions apply to shares held by the Company's founders (Dr. Amara Osei and Julian Voss) and other key holders:
(a) Right of First Refusal. In the event a founder or key holder proposes to transfer shares to a third party, the Company has a right of first refusal to purchase the shares on the same terms offered by the proposed transferee. If the Company does not exercise its right of first refusal (in whole or in part), the Investors (including Pinnacle) have a secondary right of first refusal to purchase the remaining shares on the same terms.
(b) Co-Sale / Tag-Along Rights. If the Company and the Investors do not exercise their respective rights of first refusal in full and the proposed transfer proceeds, each Investor (including Pinnacle) has the right to participate in such transfer on a pro rata basis by selling a proportionate number of its shares on the same terms and conditions as the selling founder or key holder.
6.5 Drag-Along. The Voting Agreement contains customary drag-along provisions. In the event of a proposed acquisition or deemed liquidation event that is approved by (a) holders of a majority of the outstanding shares of Common Stock and (b) holders of a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis), all stockholders who are parties to the Voting Agreement are obligated to vote in favor of, and take all necessary actions to facilitate, the proposed transaction.
6.6 Management Rights (VCOC)
The Management Rights Letter executed by the Company in favor of Pinnacle provides Pinnacle with the contractual right to:
(a) Consult with and advise the management of the Company on significant business issues, including the Company's strategic direction, operating plans, and key hires;
(b) Inspect the books, records, and facilities of the Company upon reasonable request; and
(c) Attend meetings of the Board of Directors (including in an observer capacity if Pinnacle's Board designee is unable to attend).
These management rights are intended to be sufficient to qualify Pinnacle's investment in the Company as a "venture capital operating company" investment under Department of Labor Regulation § 2510.3-101(d) promulgated under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). We recommend that Pinnacle's compliance team confirm that the management rights, in conjunction with Pinnacle's Board designation rights and information rights, satisfy the applicable VCOC requirements for the Fund.
6.7 Founder Vesting
In connection with the Financing, all existing shares of Common Stock held by the Company's founders, Dr. Amara Osei and Julian Voss, have been made subject to a four-year vesting schedule with a one-year cliff. Specifically:
(a) Each founder's shares will vest ratably over a period of forty-eight (48) months from the applicable vesting commencement date, with no shares vesting during the first twelve (12) months (the cliff period) and 1/48th of the total shares vesting on each monthly anniversary thereafter.
(b) A vesting credit of twenty-five percent (25%) was applied in recognition of the founders' service since the Company's incorporation in July 2023 — a period of approximately thirty-five (35) months at the time of closing. This credit corresponds to approximately 8.75 months of service. Accordingly, each founder is credited with 8.75 months of vesting as of the closing date, with the remainder of their shares continuing to vest on the schedule described above.
(c) Unvested shares are subject to repurchase by the Company at cost in the event a founder's service to the Company terminates prior to full vesting, as set forth in the applicable restricted stock purchase agreements or related documentation.
We note that, given the vesting credit, neither founder has yet reached the one-year cliff, and accordingly each founder's shares will begin vesting in full monthly increments upon reaching the 12-month vesting mark (net of credit). We recommend that Pinnacle request confirmation from the Company that the founder vesting arrangements have been properly documented and that all necessary restricted stock purchase agreements and related documentation have been executed.
7. Post-Closing Action Items
A separate Post-Closing Obligations Memorandum has been prepared and is being delivered concurrently herewith, which sets forth in detail all post-closing action items and the responsible parties for each. For ease of reference, the following key post-closing items are highlighted:
1. Amended and Restated Certificate of Incorporation — Filing Confirmation. The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on June 15, 2026. A file-stamped copy has been obtained and is included in the closing binder.
2. Updated Stock Ledger and Issuance of Book-Entry Notices or Stock Certificates. The Company is responsible for updating its stock ledger to reflect the issuance of all shares of Series A Preferred Stock (both new money shares and conversion shares) and for delivering book-entry notices or stock certificates (as applicable) to all investors and converting note holders promptly following closing.
3. Section 83(b) Election Reminders. To the extent that any founder shares subject to the new vesting schedules described in Section 6.7 above may be treated as newly subject to a substantial risk of forfeiture for federal income tax purposes, the applicable founders should consider filing elections under Section 83(b) of the Internal Revenue Code within thirty (30) days of the closing date. Calderwood & Harkness LLP is available to consult on the tax analysis, but we recommend that the Company and its founders engage their personal tax advisors on this matter.
4. D&O Insurance Confirmation. The Company is obligated to obtain and maintain directors' and officers' liability insurance in amounts and with coverage terms satisfactory to the Board of Directors. The Company should provide confirmation of such insurance coverage to Pinnacle and to Christine Aldridge as Board designee.
5. Updated Bylaws. The Company should adopt updated bylaws reflecting the post-Financing governance structure, including Board composition, committee formation, and any other changes necessitated by the transaction.
6. First Post-Close Board Meeting. The first meeting of the Board of Directors following the closing is scheduled for June 22, 2026. The agenda and related materials should be circulated to all Board members in advance.
7. Blue Sky / State Securities Notice Filings. The Company is responsible for making any required state securities notice filings in connection with the issuance of Series A Preferred Stock, including filings under applicable Blue Sky laws in states where investors or the Company are located.
8. Form D Filing with the SEC. The Company is required to file a Form D (Notice of Exempt Offering of Securities) with the U.S. Securities and Exchange Commission within fifteen (15) days following the first sale of securities in the Financing. The filing deadline is June 30, 2026.
9. Foreign Qualification Updates. The Company should assess whether the Financing or any change in its operations requires it to update or obtain foreign qualification filings in any state other than Delaware or Massachusetts.
We will continue to monitor the completion of these post-closing action items and will follow up with the Company and its counsel as appropriate. However, as noted in Section 10 below, Calderwood & Harkness LLP's engagement in connection with the Financing will be concluded upon completion of these post-closing items, and any ongoing monitoring will be subject to a separate engagement.
8. Closing Binder
A complete closing binder containing original or conformed copies of all executed transaction documents, ancillary certificates, officer and secretary certifications, and supporting materials is being delivered to Pinnacle under separate cover. An electronic copy of the closing binder, in PDF format, will follow by secure file transfer.
The closing binder is organized by document category, consistent with the Closing Checklist that was circulated among the parties during the pre-closing period. The Closing Checklist itself is included as the first item in the binder for ease of reference. We recommend that Pinnacle retain the closing binder in its permanent fund records and that a copy be made available to the Fund's administrators and auditors as needed.
9. Company Information (for Pinnacle Records)
For Pinnacle's portfolio management records and ongoing reference, the key identifying information for the Company is set forth below:
10. Limitation of Engagement; No Ongoing Obligation
With the closing of the Financing and the completion of the post-closing action items identified in Section 7 above, Calderwood & Harkness LLP's engagement in connection with the Series A Preferred Stock financing of Quillen Technologies, Inc. will be concluded. Calderwood & Harkness LLP does not undertake any obligation to monitor or advise Pinnacle with respect to the Company or the transaction agreements following the conclusion of this engagement, except to the extent separately agreed in writing.
This letter is provided for informational and record-keeping purposes only. It is intended to summarize the principal terms of the completed Financing and to identify the key rights and obligations of Pinnacle under the transaction documents. This letter does not constitute a legal opinion of Calderwood & Harkness LLP on any matter, and should not be relied upon as such. The descriptions and summaries set forth herein are qualified in their entirety by, and are subject to, the terms of the applicable executed agreements, which govern in all cases.
We recommend that Pinnacle consult with Calderwood & Harkness LLP or other legal counsel regarding any future matters arising under the transaction agreements, including without limitation the exercise of Pinnacle's contractual rights (such as pro rata participation rights, information rights, Board designation rights, or protective provision consent rights), compliance with Pinnacle's obligations as a stockholder and Board participant, and any proposed transfers or dispositions of Pinnacle's shares in the Company.
11. Engagement Team Acknowledgment
The following members of Calderwood & Harkness LLP served on the engagement team for this transaction:
We wish to express our sincere appreciation for the opportunity to represent Pinnacle Venture Fund II LP in this transaction. We enjoyed working with Sandeep, Christine, and the entire Pinnacle team, and we are proud of the result achieved on the Fund's behalf. We remain available to address any questions you may have regarding this closing letter, the transaction documents, or any related matters. Please do not hesitate to contact Rachel Bernstein at (415) 782-6010 or rbernstein@calderwoodharkness.com, or any member of the engagement team, at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Rachel Bernstein, Partner 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 782-6010
Email: rbernstein@calderwoodharkness.com
cc: Tomas Medina, Vice President, Pinnacle Venture Fund II LP cc: Miriam Calloway, Calderwood & Harkness LLP cc: Leila Nazari, Calderwood & Harkness LLP cc: Robert Jansen, Calderwood & Harkness LLP
Encl.: Closing Binder (under separate cover)
Parameter | Amount
Total Round Size (New Money) | $22,500,000
Pre-Money Valuation | $57,500,000
Post-Money Valuation | $80,000,000
Series A Price Per Share | $5.00
Total New Money Shares Issued | 4,500,000 shares
Investor | Investment Amount | Shares Purchased | Percentage of Round
Pinnacle Venture Fund II LP (Lead Investor) | $14,000,000 | 2,800,000 | 62.22%
Blackthorn Growth Fund III LP (Co-Investor) | $6,000,000 | 1,200,000 | 26.67%
Stonebridge Ventures LLC (Co-Investor) | $2,500,000 | 500,000 | 11.11%
Total | $22,500,000 | 4,500,000 | 100.00%
Note Holder | Principal Amount | Pro Rata Accrued Interest | Total Conversion Amount | Shares Issued
Harborview Angel Syndicate LLC | $750,000 | ~$101,250 | ~$851,250 | ~425,625
Caldwell Family Office LLC | $500,000 | ~$67,500 | ~$567,500 | ~283,750
Dr. Lawrence Hu | $250,000 | ~$33,750 | ~$283,750 | ~141,875
Total | $1,500,000 | ~$202,500 | ~$1,702,500 | 851,250
Category | Shares | Notes
Common Stock | 8,000,000 | Founders and employees
— Dr. Amara Osei (Co-Founder, CEO) | 3,200,000 | Subject to founder vesting (see Section 6.7)
— Julian Voss (Co-Founder, CTO) | 2,800,000 | Subject to founder vesting (see Section 6.7)
— Other holders (including Priya Chandrasekar) | 2,000,000 | Priya Chandrasekar holds 400,000 shares
Series Seed Preferred Stock | 2,500,000 | Originally issued at $1.20/share in October 2023 ($3,000,000 aggregate)
— Harborview Angel Syndicate LLC | 1,500,000
— Ridgepoint Seed Partners LP | 1,000,000
Series A Preferred Stock (New Money) | 4,500,000 | Issued at $5.00/share
Series A Preferred Stock (Note Conversion) | 851,250 | Converted at $2.00/share
Option Pool (Granted and Outstanding) | 1,200,000 | Under 2023 Equity Incentive Plan
Option Pool (Unissued and Available) | 1,800,000 | Under 2023 Equity Incentive Plan
Total Authorized Option Pool | 3,000,000 | Expanded in connection with the Financing
Fully Diluted Total (excl. unissued options) | 16,051,250
Item | Detail
Company Name | Quillen Technologies, Inc.
State of Incorporation | Delaware
Date of Incorporation | July 12, 2023
Delaware File Number | 7384219
Employer Identification Number (EIN) | 93-4817265
Headquarters | 88 Garrison Street, Floor 4, Boston, MA 02116
Registered Agent | Granite State Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
Company Website / Domain | quillentech.io
Chief Executive Officer | Dr. Amara Osei
Chief Technology Officer | Julian Voss
Company Auditor | Pemberton & Associates CPAs LLP (Engagement Partner: Diane Stratton, CPA)
Company Bank | Crescent National Bank, Boston, MA
Company Counsel | Fenwick, Torres & Keane LLP (Gregory Navarro, Partner)
Team Member | Role | Billing Rate
Rachel Bernstein | Responsible Partner (Emerging Companies & Venture Capital) | $1,150/hr
Miriam Calloway | Billing Partner (Healthcare & Life Sciences) | $1,100/hr
Leila Nazari | Lead Associate (Tax) | $750/hr
Robert Jansen | Working Associate (Corporate) | $625/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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