1002-00002 · Pinnacle Venture Fund II LP · Closing

form-bring-down-certificate.docx DOCUMENT Funds

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FORM OF BRING-DOWN CERTIFICATE

Bring-Down Certificate of Quillen Technologies, Inc.

Delivered Pursuant to Section [__] of the Series A Preferred Stock Purchase Agreement

This is a form document to be completed and executed at the Closing. All bracketed fields must be completed prior to execution.

BRING-DOWN CERTIFICATE

This Bring-Down Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Series A Preferred Stock Purchase Agreement (the "**Agreement**"), dated as of [__], 2026, by and among Quillen Technologies, Inc., a Delaware corporation (the "Company"), and each of the investors listed on the Schedule of Investors attached thereto (each, an "Investor" and, collectively, the "Investors").

This Certificate is furnished by the Company as a condition precedent to the obligations of the Investors to purchase shares of the Company's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at the Closing (as defined in the Agreement). Delivery of this Certificate satisfies, in whole or in part, the closing condition set forth in Section [__] of the Agreement, which requires that the Company deliver to the Investors a certificate signed by an authorized officer of the Company confirming the matters set forth herein as of the Closing Date.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. All section references herein are to sections of the Agreement unless otherwise specified.

Dated as of [____], 2026 [Insert Closing Date]

Section 1 — Identity and Authority of Certifying Officer

The undersigned, [Insert Name], [Insert Title] of Quillen Technologies, Inc., hereby certifies, on behalf of the Company and not in any individual capacity, as follows. The undersigned is a duly authorized officer of the Company and has been authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the Closing. The undersigned is familiar with the Agreement, the transactions contemplated thereby, and the business, affairs, operations, and financial condition of the Company, and has made such investigation and inquiry as the undersigned has deemed necessary and appropriate in order to deliver the certifications set forth below.

[Guidance Note: The certifying officer should be an authorized officer of the Company, typically the Chief Executive Officer or President. If a different officer is signing, confirm that appropriate board authorization has been obtained and that such officer has sufficient knowledge of the Company's operations to make the certifications herein. Insert the full legal name and exact title of the certifying officer in the bracketed placeholders above.]

Section 2 — Bring-Down of Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of the Company contained in Article [__] of the Agreement (collectively, the "Company Representations") is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that any Company Representation that by its terms speaks as of a specific date or period shall be true and correct in all material respects only as of such specified date or period.

For the avoidance of doubt, and consistent with Section [__] of the Agreement, any Company Representation that is qualified by its terms by reference to "materiality," "Material Adverse Effect," or similar qualifications shall be true and correct in all respects (and not merely in all material respects) as of the Closing Date (or as of such earlier specified date, as applicable), it being understood that the materiality qualification contained in the preceding paragraph shall not apply to Company Representations that are already so qualified, such that no "double materiality" standard shall be applied in evaluating the accuracy of such Company Representations for purposes of this Certificate.

The undersigned confirms that the Company has not obtained knowledge of any facts or circumstances since the date of the Agreement that would cause any Company Representation to be untrue or incorrect in any material respect as of the Closing Date (or, in the case of Company Representations that speak as of a specific date, as of such date), except as otherwise disclosed in any supplement to the Disclosure Schedules delivered in accordance with the Agreement.

[Guidance Note: Insert the Article number corresponding to the representations and warranties section of the Agreement in the bracketed placeholder above. Confirm that the materiality bring-down standard set forth above is consistent with the closing condition language in the Agreement. If the Agreement provides for a different bring-down standard (e.g., true and correct in all respects, without a materiality qualification), this Section 2 should be revised accordingly.]

Section 3 — Compliance with Covenants and Conditions

The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date, including, without limitation, those covenants and agreements set forth in Section [__] (Pre-Closing Covenants) and Section [__] (Conditions to the Obligations of the Investors) of the Agreement.

Without limiting the generality of the foregoing, the Company has:

(a) delivered, or caused to be delivered, to the Investors all documents, instruments, certificates, and other items required to be delivered by the Company at or prior to the Closing pursuant to the terms of the Agreement and the ancillary agreements and documents referenced therein;

(b) operated the business of the Company in the ordinary course of business consistent with past practice since the date of the Agreement, except as otherwise expressly contemplated by the Agreement or as consented to in writing by the Investors holding a majority of the shares of Series A Preferred Stock to be purchased at the Closing;

(c) obtained all consents, approvals, authorizations, and orders of, and made all filings and registrations with, any governmental authority or other third party that are required to be obtained or made by the Company in connection with the authorization, execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby; and

(d) complied with all other covenants and conditions required of the Company under the Agreement as prerequisites to the Closing.

[Guidance Note: Insert the applicable section numbers of the Agreement corresponding to the pre-closing covenants and the conditions to the Investors' obligations to close. Review the closing checklist to confirm that all deliverables and conditions have been satisfied or waived prior to execution of this Certificate.]

Section 4 — No Material Adverse Effect

The undersigned hereby certifies that, since the date of the Agreement through and including the Closing Date, no event, occurrence, development, change, effect, condition, state of facts, or circumstance has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company.

For the avoidance of doubt, the term "Material Adverse Effect" as used in this Certificate has the meaning set forth in the Agreement, including all exceptions, carve-outs, and qualifications set forth in the definition thereof. The undersigned has made reasonable inquiry into the business, operations, assets, liabilities, financial condition, and prospects of the Company in order to provide the certification set forth in this Section 4, and, after giving effect to such inquiry, is not aware of any facts or circumstances that would cause this certification to be inaccurate or misleading.

Section 5 — No Legal Impediment

The undersigned hereby certifies that, as of the Closing Date:

(a) no action, suit, claim, proceeding, hearing, investigation, charge, complaint, demand, or notice has been instituted, commenced, or, to the Company's knowledge, threatened, before any federal, state, local, or foreign court, tribunal, governmental agency, regulatory authority, or arbitral body (each, a "Governmental Authority") that seeks to restrain, enjoin, prohibit, prevent, or otherwise challenge the consummation of any of the transactions contemplated by the Agreement, including the sale and issuance of the shares of Series A Preferred Stock to the Investors; and

(b) no action, suit, claim, proceeding, hearing, investigation, charge, complaint, demand, or notice has been instituted, commenced, or, to the Company's knowledge, threatened, before any Governmental Authority against the Company or any of its subsidiaries that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

The undersigned further certifies that no order, writ, judgment, injunction, decree, stipulation, determination, or award has been entered by or with any Governmental Authority that would prohibit, restrain, or render illegal the consummation of the transactions contemplated by the Agreement.

For purposes of this Section 5, the phrase "to the Company's knowledge" means the actual knowledge of any of the Company's executive officers, after reasonable inquiry of those persons within the Company having responsibility for the matters addressed herein.

Section 6 — Amended and Restated Certificate of Incorporation

The undersigned hereby certifies that:

(a) the Amended and Restated Certificate of Incorporation of the Company, in the form attached as Exhibit [__] to the Agreement (the "Restated Certificate"), has been duly adopted by the Board of Directors and stockholders of the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware;

(b) the Restated Certificate was filed with the Secretary of State of the State of Delaware on [____], 2026, and a file-stamped copy of the Restated Certificate, as returned by the Secretary of State, is attached hereto as Exhibit A;

(c) the Restated Certificate is in full force and effect as of the Closing Date and has not been further amended, modified, restated, or supplemented since the date of its filing; and

(d) the Restated Certificate, as so filed, accurately sets forth the rights, preferences, privileges, and restrictions of the Series A Preferred Stock as contemplated by the Agreement.

[Guidance Note: Insert the filing date in the bracketed placeholder above. Attach a file-stamped copy of the Restated Certificate as Exhibit A to this Certificate. Confirm the filing with the Secretary of State of the State of Delaware prior to execution. If the filing has been submitted but a file-stamped copy has not yet been returned, consider whether a certified copy or confirmation of acceptance from the Secretary of State's office is available and sufficient.]

Section 7 — Authorized and Issued Shares

The undersigned hereby certifies that:

(a) the [Insert total number of shares of Series A Preferred Stock] shares of Series A Preferred Stock to be sold and issued to the Investors at the Closing (the "Shares") have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Board of Directors and, to the extent required by applicable law or the Company's organizational documents, by the stockholders of the Company;

(b) when issued, sold, and delivered in accordance with the terms of the Agreement and for the consideration set forth therein, the Shares will be validly issued, fully paid, and nonassessable, and will be free and clear of all liens, encumbrances, equities, claims, security interests, and restrictions, other than restrictions on transfer under the Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and applicable federal and state securities laws;

(c) the shares of Common Stock issuable upon conversion of the Shares (the "Conversion Shares") have been duly reserved for issuance and, when issued upon conversion of the Shares in accordance with the terms of the Restated Certificate, will be validly issued, fully paid, and nonassessable; and

(d) the issuance of the Shares does not and will not violate or conflict with any preemptive rights, rights of first refusal, or similar rights of any person or entity, whether arising under the Restated Certificate, the Company's Bylaws, any agreement to which the Company is a party, or applicable law, except for any such rights that have been validly waived or complied with in connection with the transactions contemplated by the Agreement.

[Guidance Note: Insert the total number of shares of Series A Preferred Stock to be issued at the Closing in the bracketed placeholder above, including both new money shares and any shares issuable upon conversion of outstanding convertible instruments, as applicable. Confirm the authorized share capital under the Restated Certificate and verify that the Company's capitalization table is accurate and up-to-date as of the Closing Date. Reference the Schedule of Investors and the capitalization table attached to the Agreement as appropriate.]

Section 8 — Disclosure Schedule Updates

The undersigned hereby certifies that:

(a) except as set forth in any supplements or updates to the Disclosure Schedules delivered by the Company to the Investors prior to the Closing in accordance with Section [__] of the Agreement (the "Schedule Supplements"), the Company is not aware of any facts, circumstances, events, or developments that would require any amendment, modification, or supplement to the Disclosure Schedules as originally delivered on the date of the Agreement in order for the Company Representations to be true and correct in all material respects as of the Closing Date;

(b) [Select applicable alternative:]

[Alternative A — No Schedule Supplements Delivered:] No supplement or amendment to the Disclosure Schedules has been delivered by the Company to the Investors between the date of the Agreement and the Closing Date.

[Alternative B — Schedule Supplements Delivered:] The Company has delivered the following supplements and/or amendments to the Disclosure Schedules to the Investors in accordance with Section [__] of the Agreement: [Identify each Schedule Supplement by date and description]. Copies of such Schedule Supplements are attached hereto as **Exhibit B**. Such Schedule Supplements were delivered in compliance with the notice and timing requirements set forth in Section [__] of the Agreement, and the Investors have not objected to or rejected any such Schedule Supplement within the time period provided for in the Agreement.

(c) the Disclosure Schedules, as supplemented by any Schedule Supplements (if applicable), are accurate and complete in all material respects as of the Closing Date.

[Guidance Note: Select the applicable alternative in subsection (b) above based on whether any Disclosure Schedule supplements have been delivered. If Alternative B applies, list each supplement by date and subject matter, and attach copies as Exhibit B. Coordinate with counsel for the Investors to confirm that all Schedule Supplements were properly delivered and that no objections were raised. Delete the inapplicable alternative prior to execution.]

Section 9 — Limitation and Disclaimer

This Certificate is delivered solely on behalf of the Company, and the undersigned executes this Certificate in his or her capacity as an authorized officer of the Company and not in any individual or personal capacity. The undersigned shall have no personal liability to any Investor or any other person or entity in connection with or arising out of the certifications made herein, except to the extent of any fraud or intentional misrepresentation by the undersigned.

Where any certification in this Certificate is made "to the Company's knowledge" or includes a similar knowledge qualifier, such certification is made to the actual knowledge of the undersigned after reasonable inquiry of those officers, directors, employees, and advisors of the Company whom the undersigned has determined, in the exercise of reasonable judgment, to have knowledge of the subject matter of such certification. The term "reasonable inquiry" shall not require the undersigned to conduct an independent investigation or audit of the Company's affairs beyond the scope of inquiry customarily undertaken by an officer of the Company in the ordinary course of business in connection with a transaction of this nature.

Nothing in this Certificate shall be deemed to (i) expand, limit, modify, or otherwise alter the representations and warranties of the Company as set forth in the Agreement; (ii) create any rights, obligations, or liabilities not otherwise existing under the Agreement; (iii) constitute a waiver of any condition to the Closing or any other right of any Investor under the Agreement; or (iv) supersede, amend, or modify any provision of the Agreement. In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control and govern.

This Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

This Certificate 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 this Certificate by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be equally as effective as delivery of a manually executed counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Bring-Down Certificate as of the date first written above.

QUILLEN TECHNOLOGIES, INC.

By: ________

Name: [Insert Name]

Title: [Insert Title]

Date: [Insert Closing Date]

EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are to be delivered with this Certificate, as applicable:

Exhibit A — File-Stamped Copy of the Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc., as filed with the Secretary of State of the State of Delaware

[Attach file-stamped copy of the Restated Certificate. If the file-stamped copy has not yet been received from the Secretary of State, attach the best available evidence of filing, such as a confirmation of acceptance, a certified copy, or a conformed copy bearing the filing date and document number. Confirm with the Secretary of State's office that the filing has been accepted and is in good standing prior to the Closing.]

Exhibit B — Updated Disclosure Schedule Supplements (if any)

[If applicable, attach all supplements and/or amendments to the Disclosure Schedules delivered by the Company to the Investors between the date of the Agreement and the Closing Date. If no Schedule Supplements have been delivered, this Exhibit B may be omitted or marked "N/A — No Disclosure Schedule Supplements Delivered." Coordinate with Investor counsel to confirm completeness.]

[Guidance Note: All exhibits and attachments should be confirmed against the closing checklist prepared by counsel prior to execution and delivery of this Certificate. Verify that the attached documents are final, fully executed (where applicable), and consistent with the forms previously circulated to the parties. Any discrepancies should be flagged to counsel for the Company and counsel for the Investors prior to the Closing.]

[End of Form of Bring-Down Certificate]

[Form prepared by Calderwood & Harkness LLP — Investor Counsel]

Matter No.: [__] Document ID: [__] Last Revised: [____]

FORM OF BRING-DOWN CERTIFICATE
Bring-Down Certificate of Quillen Technologies, Inc.
Delivered Pursuant to Section [__] of the Series A Preferred Stock Purchase Agreement
This is a form document to be completed and executed at the Closing. All bracketed fields must be completed prior to execution.
BRING-DOWN CERTIFICATE
This Bring-Down Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Series A Preferred Stock Purchase Agreement (the "**Agreement**"), dated as of [__], 2026, by and among Quillen Technologies, Inc., a Delaware corporation (the "Company"), and each of the investors listed on the Schedule of Investors attached thereto (each, an "Investor" and, collectively, the "Investors").
This Certificate is furnished by the Company as a condition precedent to the obligations of the Investors to purchase shares of the Company's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at the Closing (as defined in the Agreement). Delivery of this Certificate satisfies, in whole or in part, the closing condition set forth in Section [__] of the Agreement, which requires that the Company deliver to the Investors a certificate signed by an authorized officer of the Company confirming the matters set forth herein as of the Closing Date.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. All section references herein are to sections of the Agreement unless otherwise specified.
Dated as of [____], 2026 [Insert Closing Date]
Section 1 — Identity and Authority of Certifying Officer
The undersigned, [Insert Name], [Insert Title] of Quillen Technologies, Inc., hereby certifies, on behalf of the Company and not in any individual capacity, as follows. The undersigned is a duly authorized officer of the Company and has been authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the Closing. The undersigned is familiar with the Agreement, the transactions contemplated thereby, and the business, affairs, operations, and financial condition of the Company, and has made such investigation and inquiry as the undersigned has deemed necessary and appropriate in order to deliver the certifications set forth below.
[Guidance Note: The certifying officer should be an authorized officer of the Company, typically the Chief Executive Officer or President. If a different officer is signing, confirm that appropriate board authorization has been obtained and that such officer has sufficient knowledge of the Company's operations to make the certifications herein. Insert the full legal name and exact title of the certifying officer in the bracketed placeholders above.]
Section 2 — Bring-Down of Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of the Company contained in Article [__] of the Agreement (collectively, the "Company Representations") is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that any Company Representation that by its terms speaks as of a specific date or period shall be true and correct in all material respects only as of such specified date or period.
For the avoidance of doubt, and consistent with Section [__] of the Agreement, any Company Representation that is qualified by its terms by reference to "materiality," "Material Adverse Effect," or similar qualifications shall be true and correct in all respects (and not merely in all material respects) as of the Closing Date (or as of such earlier specified date, as applicable), it being understood that the materiality qualification contained in the preceding paragraph shall not apply to Company Representations that are already so qualified, such that no "double materiality" standard shall be applied in evaluating the accuracy of such Company Representations for purposes of this Certificate.
The undersigned confirms that the Company has not obtained knowledge of any facts or circumstances since the date of the Agreement that would cause any Company Representation to be untrue or incorrect in any material respect as of the Closing Date (or, in the case of Company Representations that speak as of a specific date, as of such date), except as otherwise disclosed in any supplement to the Disclosure Schedules delivered in accordance with the Agreement.
[Guidance Note: Insert the Article number corresponding to the representations and warranties section of the Agreement in the bracketed placeholder above. Confirm that the materiality bring-down standard set forth above is consistent with the closing condition language in the Agreement. If the Agreement provides for a different bring-down standard (e.g., true and correct in all respects, without a materiality qualification), this Section 2 should be revised accordingly.]
Section 3 — Compliance with Covenants and Conditions
The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date, including, without limitation, those covenants and agreements set forth in Section [__] (Pre-Closing Covenants) and Section [__] (Conditions to the Obligations of the Investors) of the Agreement.
Without limiting the generality of the foregoing, the Company has:
(a) delivered, or caused to be delivered, to the Investors all documents, instruments, certificates, and other items required to be delivered by the Company at or prior to the Closing pursuant to the terms of the Agreement and the ancillary agreements and documents referenced therein;
(b) operated the business of the Company in the ordinary course of business consistent with past practice since the date of the Agreement, except as otherwise expressly contemplated by the Agreement or as consented to in writing by the Investors holding a majority of the shares of Series A Preferred Stock to be purchased at the Closing;
(c) obtained all consents, approvals, authorizations, and orders of, and made all filings and registrations with, any governmental authority or other third party that are required to be obtained or made by the Company in connection with the authorization, execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby; and
(d) complied with all other covenants and conditions required of the Company under the Agreement as prerequisites to the Closing.
[Guidance Note: Insert the applicable section numbers of the Agreement corresponding to the pre-closing covenants and the conditions to the Investors' obligations to close. Review the closing checklist to confirm that all deliverables and conditions have been satisfied or waived prior to execution of this Certificate.]
Section 4 — No Material Adverse Effect
The undersigned hereby certifies that, since the date of the Agreement through and including the Closing Date, no event, occurrence, development, change, effect, condition, state of facts, or circumstance has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company.
For the avoidance of doubt, the term "Material Adverse Effect" as used in this Certificate has the meaning set forth in the Agreement, including all exceptions, carve-outs, and qualifications set forth in the definition thereof. The undersigned has made reasonable inquiry into the business, operations, assets, liabilities, financial condition, and prospects of the Company in order to provide the certification set forth in this Section 4, and, after giving effect to such inquiry, is not aware of any facts or circumstances that would cause this certification to be inaccurate or misleading.
Section 5 — No Legal Impediment
The undersigned hereby certifies that, as of the Closing Date:
(a) no action, suit, claim, proceeding, hearing, investigation, charge, complaint, demand, or notice has been instituted, commenced, or, to the Company's knowledge, threatened, before any federal, state, local, or foreign court, tribunal, governmental agency, regulatory authority, or arbitral body (each, a "Governmental Authority") that seeks to restrain, enjoin, prohibit, prevent, or otherwise challenge the consummation of any of the transactions contemplated by the Agreement, including the sale and issuance of the shares of Series A Preferred Stock to the Investors; and
(b) no action, suit, claim, proceeding, hearing, investigation, charge, complaint, demand, or notice has been instituted, commenced, or, to the Company's knowledge, threatened, before any Governmental Authority against the Company or any of its subsidiaries that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
The undersigned further certifies that no order, writ, judgment, injunction, decree, stipulation, determination, or award has been entered by or with any Governmental Authority that would prohibit, restrain, or render illegal the consummation of the transactions contemplated by the Agreement.
For purposes of this Section 5, the phrase "to the Company's knowledge" means the actual knowledge of any of the Company's executive officers, after reasonable inquiry of those persons within the Company having responsibility for the matters addressed herein.
Section 6 — Amended and Restated Certificate of Incorporation
The undersigned hereby certifies that:
(a) the Amended and Restated Certificate of Incorporation of the Company, in the form attached as Exhibit [__] to the Agreement (the "Restated Certificate"), has been duly adopted by the Board of Directors and stockholders of the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware;
(b) the Restated Certificate was filed with the Secretary of State of the State of Delaware on [____], 2026, and a file-stamped copy of the Restated Certificate, as returned by the Secretary of State, is attached hereto as Exhibit A;
(c) the Restated Certificate is in full force and effect as of the Closing Date and has not been further amended, modified, restated, or supplemented since the date of its filing; and
(d) the Restated Certificate, as so filed, accurately sets forth the rights, preferences, privileges, and restrictions of the Series A Preferred Stock as contemplated by the Agreement.
[Guidance Note: Insert the filing date in the bracketed placeholder above. Attach a file-stamped copy of the Restated Certificate as Exhibit A to this Certificate. Confirm the filing with the Secretary of State of the State of Delaware prior to execution. If the filing has been submitted but a file-stamped copy has not yet been returned, consider whether a certified copy or confirmation of acceptance from the Secretary of State's office is available and sufficient.]
Section 7 — Authorized and Issued Shares
The undersigned hereby certifies that:
(a) the [Insert total number of shares of Series A Preferred Stock] shares of Series A Preferred Stock to be sold and issued to the Investors at the Closing (the "Shares") have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Board of Directors and, to the extent required by applicable law or the Company's organizational documents, by the stockholders of the Company;
(b) when issued, sold, and delivered in accordance with the terms of the Agreement and for the consideration set forth therein, the Shares will be validly issued, fully paid, and nonassessable, and will be free and clear of all liens, encumbrances, equities, claims, security interests, and restrictions, other than restrictions on transfer under the Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and applicable federal and state securities laws;
(c) the shares of Common Stock issuable upon conversion of the Shares (the "Conversion Shares") have been duly reserved for issuance and, when issued upon conversion of the Shares in accordance with the terms of the Restated Certificate, will be validly issued, fully paid, and nonassessable; and
(d) the issuance of the Shares does not and will not violate or conflict with any preemptive rights, rights of first refusal, or similar rights of any person or entity, whether arising under the Restated Certificate, the Company's Bylaws, any agreement to which the Company is a party, or applicable law, except for any such rights that have been validly waived or complied with in connection with the transactions contemplated by the Agreement.
[Guidance Note: Insert the total number of shares of Series A Preferred Stock to be issued at the Closing in the bracketed placeholder above, including both new money shares and any shares issuable upon conversion of outstanding convertible instruments, as applicable. Confirm the authorized share capital under the Restated Certificate and verify that the Company's capitalization table is accurate and up-to-date as of the Closing Date. Reference the Schedule of Investors and the capitalization table attached to the Agreement as appropriate.]
Section 8 — Disclosure Schedule Updates
The undersigned hereby certifies that:
(a) except as set forth in any supplements or updates to the Disclosure Schedules delivered by the Company to the Investors prior to the Closing in accordance with Section [__] of the Agreement (the "Schedule Supplements"), the Company is not aware of any facts, circumstances, events, or developments that would require any amendment, modification, or supplement to the Disclosure Schedules as originally delivered on the date of the Agreement in order for the Company Representations to be true and correct in all material respects as of the Closing Date;
(b) [Select applicable alternative:]
[Alternative A — No Schedule Supplements Delivered:] No supplement or amendment to the Disclosure Schedules has been delivered by the Company to the Investors between the date of the Agreement and the Closing Date.
[Alternative B — Schedule Supplements Delivered:] The Company has delivered the following supplements and/or amendments to the Disclosure Schedules to the Investors in accordance with Section [__] of the Agreement: [Identify each Schedule Supplement by date and description]. Copies of such Schedule Supplements are attached hereto as **Exhibit B**. Such Schedule Supplements were delivered in compliance with the notice and timing requirements set forth in Section [__] of the Agreement, and the Investors have not objected to or rejected any such Schedule Supplement within the time period provided for in the Agreement.
(c) the Disclosure Schedules, as supplemented by any Schedule Supplements (if applicable), are accurate and complete in all material respects as of the Closing Date.
[Guidance Note: Select the applicable alternative in subsection (b) above based on whether any Disclosure Schedule supplements have been delivered. If Alternative B applies, list each supplement by date and subject matter, and attach copies as Exhibit B. Coordinate with counsel for the Investors to confirm that all Schedule Supplements were properly delivered and that no objections were raised. Delete the inapplicable alternative prior to execution.]
Section 9 — Limitation and Disclaimer
This Certificate is delivered solely on behalf of the Company, and the undersigned executes this Certificate in his or her capacity as an authorized officer of the Company and not in any individual or personal capacity. The undersigned shall have no personal liability to any Investor or any other person or entity in connection with or arising out of the certifications made herein, except to the extent of any fraud or intentional misrepresentation by the undersigned.
Where any certification in this Certificate is made "to the Company's knowledge" or includes a similar knowledge qualifier, such certification is made to the actual knowledge of the undersigned after reasonable inquiry of those officers, directors, employees, and advisors of the Company whom the undersigned has determined, in the exercise of reasonable judgment, to have knowledge of the subject matter of such certification. The term "reasonable inquiry" shall not require the undersigned to conduct an independent investigation or audit of the Company's affairs beyond the scope of inquiry customarily undertaken by an officer of the Company in the ordinary course of business in connection with a transaction of this nature.
Nothing in this Certificate shall be deemed to (i) expand, limit, modify, or otherwise alter the representations and warranties of the Company as set forth in the Agreement; (ii) create any rights, obligations, or liabilities not otherwise existing under the Agreement; (iii) constitute a waiver of any condition to the Closing or any other right of any Investor under the Agreement; or (iv) supersede, amend, or modify any provision of the Agreement. In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control and govern.
This Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
This Certificate 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 this Certificate by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be equally as effective as delivery of a manually executed counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Bring-Down Certificate as of the date first written above.
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: [Insert Name]
Title: [Insert Title]
Date: [Insert Closing Date]
EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are to be delivered with this Certificate, as applicable:
Exhibit A — File-Stamped Copy of the Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc., as filed with the Secretary of State of the State of Delaware
[Attach file-stamped copy of the Restated Certificate. If the file-stamped copy has not yet been received from the Secretary of State, attach the best available evidence of filing, such as a confirmation of acceptance, a certified copy, or a conformed copy bearing the filing date and document number. Confirm with the Secretary of State's office that the filing has been accepted and is in good standing prior to the Closing.]
Exhibit B — Updated Disclosure Schedule Supplements (if any)
[If applicable, attach all supplements and/or amendments to the Disclosure Schedules delivered by the Company to the Investors between the date of the Agreement and the Closing Date. If no Schedule Supplements have been delivered, this Exhibit B may be omitted or marked "N/A — No Disclosure Schedule Supplements Delivered." Coordinate with Investor counsel to confirm completeness.]
[Guidance Note: All exhibits and attachments should be confirmed against the closing checklist prepared by counsel prior to execution and delivery of this Certificate. Verify that the attached documents are final, fully executed (where applicable), and consistent with the forms previously circulated to the parties. Any discrepancies should be flagged to counsel for the Company and counsel for the Investors prior to the Closing.]
[End of Form of Bring-Down Certificate]
[Form prepared by Calderwood & Harkness LLP — Investor Counsel]
Matter No.: [__] Document ID: [__] Last Revised: [____]

FORM OF BRING-DOWN CERTIFICATE

BRING-DOWN CERTIFICATE

QUILLEN TECHNOLOGIES, INC.

EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts