1002-00002 · Pinnacle Venture Fund II LP · Closing

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED

FROM: Rachel Bernstein, Partner Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105

TO: Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina, Vice President, Pinnacle Venture Fund II LP

CC: Leila Nazari, Lead Associate, Calderwood & Harkness LLP Robert Jansen, Working Associate, Calderwood & Harkness LLP

Date: June 15, 2026

Matter No.: 1002-00002 Billing Code: 78412.001

Re: Post-Closing Obligations and Action Items — Series A Preferred Stock Financing of Quillen Technologies, Inc.

I. Introduction and Purpose

This memorandum sets forth the post-closing obligations and action items arising from the closing of the $22,500,000 Series A Preferred Stock financing (the "Financing") of Quillen Technologies, Inc., a Delaware C-corporation (the "Company"), completed on June 15, 2026 (the "Closing Date"). The purpose of this memorandum is to provide the Pinnacle deal team with a comprehensive roadmap for all post-closing actions required to finalize the transaction, ensure regulatory compliance, and establish the governance and reporting frameworks contemplated by the transaction documents.

Pinnacle Venture Fund II LP ("Pinnacle" or the "Fund") served as the lead investor in the Financing, acquiring 2,800,000 shares of Series A Preferred Stock at a price of $5.00 per share, for an aggregate purchase price of $14,000,000. The Financing was co-invested alongside Blackthorn Growth Fund III LP ("Blackthorn"), which acquired 1,200,000 shares of Series A Preferred Stock for an aggregate purchase price of $6,000,000, and Stonebridge Ventures LLC ("Stonebridge"), which acquired 500,000 shares of Series A Preferred Stock for an aggregate purchase price of $2,500,000. Together, these new-money investors purchased an aggregate of 4,500,000 shares of Series A Preferred Stock for a total of $22,500,000.

In addition to the new-money issuance, an aggregate of 851,250 shares of Series A Preferred Stock were issued upon the conversion of $1,702,500 in outstanding convertible notes (consisting of $1,500,000 in aggregate principal amount plus approximately $202,500 in accrued and unpaid interest), at a conversion price of $2.00 per share. The converting note holders are Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu. The convertible notes were originally issued by the Company on March 15, 2024, and converted automatically upon the Closing in accordance with their terms.

This memorandum is organized as a detailed checklist with identified responsible parties, deadlines, and status tracking to facilitate efficient completion of all outstanding items. For reference, the Company is represented by Fenwick, Torres & Keane LLP (Gregory Navarro, Partner, and Sophie Marchetti, Associate) as company counsel. Blackthorn is separately represented by Whitfield & Pryor LLP. Unless otherwise specifically indicated below, all items described herein should be coordinated between Calderwood & Harkness LLP and Fenwick, Torres & Keane LLP. Calderwood & Harkness LLP will serve as the primary point of contact for Pinnacle on all post-closing matters and will maintain the master tracking copy of this memorandum.

II. Post-Closing Checklist — Master Summary Overview

The following table provides a high-level summary of all post-closing obligations and action items discussed in detail in Sections III through XII of this memorandum. Each item includes a cross-reference to the relevant section, the responsible party or parties, the applicable deadline or target date, and the current status as of the date of this memorandum. This table should be updated on a rolling basis as items are completed.

III. Delaware Secretary of State — Amended and Restated Certificate of Incorporation

Action Item: Confirm filing and acceptance of the Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (the "Restated Certificate") with the Delaware Secretary of State, Division of Corporations.

Responsible Party: Fenwick, Torres & Keane LLP (company counsel), with Granite State Registered Agents, Inc. (1209 Orange Street, Wilmington, DE 19801) serving as the Company's registered agent in Delaware and facilitating the filing with the Division of Corporations.

Deadline: The filing of the Restated Certificate should have occurred at or immediately prior to the Closing on June 15, 2026, as a condition precedent to the Closing under Section 5 of the Stock Purchase Agreement. Confirmation of acceptance by the Delaware Secretary of State and receipt of a file-stamped copy of the Restated Certificate should be obtained within five (5) business days of the Closing (i.e., by June 20, 2026).

Details and Background: The Restated Certificate is the foundational corporate document for the post-Financing capital structure and governance of the Company. Among other things, the Restated Certificate accomplishes the following:

(a) Authorizes the issuance of the Series A Preferred Stock, including the establishment of the rights, preferences, privileges, and restrictions applicable thereto, as negotiated in the Financing.

(b) Establishes a 1x non-participating liquidation preference for the Series A Preferred Stock, entitling the Series A Preferred holders to receive, upon any liquidation, dissolution, or winding up of the Company (or any deemed liquidation event), an amount equal to the original issue price per share ($5.00 for new-money shares; $2.00 for shares issued upon conversion of the convertible notes), plus any declared but unpaid dividends thereon, before any distribution to the Common Stock holders.

(c) Provides for 8% non-cumulative dividends on the Series A Preferred Stock, payable when, as, and if declared by the Board of Directors.

(d) Includes broad-based weighted-average anti-dilution protection for the Series A Preferred Stock in the event of future issuances of equity securities at a price per share below the applicable conversion price, subject to customary carve-outs (including issuances under the 2023 Equity Incentive Plan, issuances in connection with strategic partnerships or acquisitions approved by the Board, and the like).

(e) Sets forth protective provisions requiring the approval of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class on an as-converted basis) for certain significant corporate actions, including but not limited to: the incurrence of indebtedness exceeding $500,000, the consummation of any acquisition or merger, any liquidation, dissolution, or winding up of the Company, the amendment of the Restated Certificate or bylaws in a manner adverse to the Series A Preferred Stock, and the authorization or issuance of any new class or series of equity securities senior to or on parity with the Series A Preferred Stock.

(f) Reflects the expansion of the shares reserved for issuance under the Company's 2023 Equity Incentive Plan from 1,500,000 shares to 3,000,000 shares of Common Stock, as approved by the Board and the requisite stockholders in connection with the Financing.

The Company's Delaware entity file number is 7384219. Fenwick, Torres & Keane LLP should confirm this file number on all filings and correspondence with the Division of Corporations.

Deliverable: Upon receipt, the file-stamped copy of the Restated Certificate should be distributed to all parties to the transaction, including Pinnacle (attention: Christine Aldridge and Tomas Medina), Blackthorn (c/o Whitfield & Pryor LLP), Stonebridge Ventures LLC, and all counsel of record. A copy should be retained in the closing binder and in the Company's permanent corporate records. Calderwood & Harkness LLP will review the file-stamped copy upon receipt to confirm that the filed version is consistent with the form approved by the parties at Closing.

IV. Updated Stock Ledger and Issuance of Stock Certificates or Book-Entry Notices

Action Item: The Company is required to update its stock ledger (maintained either internally or through a transfer agent) to reflect all shares issued in connection with the Series A Financing, including both the new-money issuances and the shares issued upon conversion of the convertible notes. Additionally, the Company must issue stock certificates or book-entry notices, as applicable, to each investor and converting note holder.

Responsible Party: Quillen Technologies, Inc. (Dr. Amara Osei, Chief Executive Officer and acting corporate secretary, or her designee), with the assistance of Fenwick, Torres & Keane LLP.

Deadline: The stock ledger should be updated, and all stock certificates or book-entry notices should be prepared and delivered to each holder, within ten (10) business days of the Closing (i.e., by June 29, 2026).

Details — Shares to Be Reflected in Updated Ledger:

The stock ledger update should capture the following issuances and reflect the Company's complete capitalization as of the Closing Date:

Series A Preferred Stock — New Money Issuances (4,500,000 shares total):

• Pinnacle Venture Fund II LP: 2,800,000 shares of Series A Preferred Stock, at $5.00 per share, for an aggregate purchase price of $14,000,000.

• Blackthorn Growth Fund III LP: 1,200,000 shares of Series A Preferred Stock, at $5.00 per share, for an aggregate purchase price of $6,000,000.

• Stonebridge Ventures LLC: 500,000 shares of Series A Preferred Stock, at $5.00 per share, for an aggregate purchase price of $2,500,000.

Series A Preferred Stock — Convertible Note Conversion Issuances (851,250 shares total):

• Harborview Angel Syndicate LLC: Pro rata portion of 851,250 shares, based on the conversion of $750,000 in principal plus approximately $101,250 in accrued interest (assuming a 6% annual interest rate over approximately 27 months), at a conversion price of $2.00 per share. Approximate share count: 425,625 shares (to be confirmed based on final interest calculation per the note terms).

• Caldwell Family Office LLC: Pro rata portion of 851,250 shares, based on the conversion of $500,000 in principal plus approximately $67,500 in accrued interest, at a conversion price of $2.00 per share. Approximate share count: 283,750 shares (to be confirmed).

• Dr. Lawrence Hu: Pro rata portion of 851,250 shares, based on the conversion of $250,000 in principal plus approximately $33,750 in accrued interest, at a conversion price of $2.00 per share. Approximate share count: 141,875 shares (to be confirmed).

Existing Equity — Unaffected by the Financing:

• Common Stock: 8,000,000 shares outstanding (held by founders and early team members, including Dr. Amara Osei (3,200,000 shares), Julian Voss (2,800,000 shares), Priya Chandrasekar (400,000 shares), and other holders as reflected in the existing stock ledger).

• Series Seed Preferred Stock: 2,500,000 shares outstanding, held by Harborview Angel Syndicate LLC (1,500,000 shares) and Ridgepoint Seed Partners LP (1,000,000 shares). The rights, preferences, and privileges of the Series Seed Preferred Stock remain as set forth in the Restated Certificate, subject to the senior liquidation preference of the Series A Preferred Stock.

• 2023 Equity Incentive Plan: 3,000,000 shares of Common Stock authorized for issuance (reflecting the expanded pool approved in connection with the Financing), of which 1,200,000 shares have been granted (as stock options or other equity awards) and 1,800,000 shares remain available for future grants.

Stock Certificates / Book-Entry Notices:

The Company should determine, in consultation with Fenwick, Torres & Keane LLP, whether it will issue physical stock certificates or rely on book-entry form for the shares issued in the Financing. Current market practice for venture-backed companies strongly favors book-entry form, which reduces administrative burden and the risk of lost or misplaced certificates. If the Company elects book-entry form, the following steps are required:

(a) Prepare and deliver written book-entry confirmation notices to each investor and converting note holder, specifying the number of shares, the class and series of stock, the date of issuance, and the applicable restrictive legend language.

(b) All book-entry notices should include restrictive legends as required under the Securities Act of 1933, as amended (the "Securities Act"), including a legend to the effect that the shares have not been registered under the Securities Act and may not be sold, transferred, or otherwise disposed of except in compliance with applicable securities laws. Additional legends may be required under applicable state securities laws.

(c) If any investor requests physical stock certificates, arrange for the printing and execution of certificates, including the affixation of all required restrictive legends, and deliver certificates by tracked courier.

Cancellation of Convertible Notes:

In connection with the conversion of the outstanding convertible notes, the Company should confirm that the original convertible note instruments (each dated March 15, 2024) have been marked "Cancelled" or "Converted — June 15, 2026" and are retained in the Company's permanent corporate records. If any of the original note instruments were held in escrow or custody by Crescent National Bank (the Company's primary banking institution), Fenwick, Torres & Keane LLP should coordinate with the bank to retrieve the instruments and confirm that no further obligations remain outstanding under the notes. See also Section XII.C below for additional convertible note wind-down procedures.

V. Section 83(b) Election Reminders — Founder Vesting

Action Item: Advise the Company's founders regarding potential Section 83(b) election obligations arising in connection with the imposition of new vesting schedules on previously unvested or newly re-vesting founder shares, as required as a condition of the Series A Financing.

Responsible Party: This item requires coordination among multiple parties. Fenwick, Torres & Keane LLP, as company counsel, bears primary responsibility for advising the founders directly on the mechanics and advisability of filing Section 83(b) elections. Calderwood & Harkness LLP (Leila Nazari and Robert Jansen, tax team) will advise Pinnacle on the status of the elections for Pinnacle's awareness and investor-protection purposes. Each founder should also be advised to consult with his or her personal tax counsel before making any election.

Deadline: This is a critical, time-sensitive item. Under Section 83(b) of the Internal Revenue Code of 1986, as amended, any Section 83(b) election must be filed with the Internal Revenue Service within thirty (30) calendar days of the date on which the property (in this case, the founder shares) becomes subject to the applicable restrictions (i.e., the new vesting arrangement). If the new vesting schedules were imposed at Closing on June 15, 2026, the statutory filing deadline is July 15, 2026. This deadline is prescribed by statute and Treasury Regulations and cannot be extended for any reason, including by the IRS or by agreement of the parties.

Background:

As a condition of the Series A Financing, the existing founder shares of Common Stock held by the Company's co-founders became subject to new vesting arrangements. Specifically, all founder shares are now subject to a four (4)-year vesting schedule with a one (1)-year cliff, measured from the Closing Date. A twenty-five percent (25%) vesting credit has been applied to recognize the founders' service to the Company since its incorporation on July 12, 2023. As of the Closing Date, approximately thirty-five (35) months have elapsed since incorporation, which translates to a vesting credit of approximately 8.75 months (calculated as 25% of the 35-month service period). The practical effect is that each founder will have an accelerated path to the cliff date, but a substantial portion of their shares will remain subject to forfeiture risk until they vest over the remainder of the four-year schedule.

The affected founders and their respective share holdings are as follows:

• Dr. Amara Osei — 3,200,000 shares of Common Stock. Dr. Osei is the Company's Chief Executive Officer and a co-founder. The imposition of the new vesting schedule subjects these shares to a substantial risk of forfeiture within the meaning of Section 83(a) of the Internal Revenue Code, which triggers the need to evaluate a Section 83(b) election.

• Julian Voss — 2,800,000 shares of Common Stock. Mr. Voss is the Company's Chief Technology Officer and a co-founder. The same analysis applies to Mr. Voss as to Dr. Osei.

• Priya Chandrasekar — 400,000 shares of Common Stock. Ms. Chandrasekar is the Company's Vice President of Product and joined the Company in January 2025. Fenwick, Torres & Keane LLP should confirm whether Ms. Chandrasekar's shares were already subject to a vesting schedule at the time of her initial grant and, if so, whether additional vesting was imposed at Closing. If Ms. Chandrasekar's shares were already vesting under an existing schedule and no new restrictions were imposed, a Section 83(b) election may not be necessary. However, if the terms of her existing vesting were modified in any material respect in connection with the Financing, the modification could be treated as a new transfer for purposes of Section 83, and a fresh election deadline would apply.

Action Required:

(a) Fenwick, Torres & Keane LLP should immediately advise each affected founder in writing of the thirty (30)-day statutory deadline for filing a Section 83(b) election and strongly recommend that each founder consult with his or her personal tax counsel regarding the advisability of making such an election.

(b) Calderwood & Harkness LLP will confirm with Fenwick, Torres & Keane LLP that each founder has been notified of the deadline and that the notification has been documented in the Company's records. Please provide written confirmation to the Pinnacle deal team upon completion.

(c) Consequences of a Missed Election: Failure to timely file a Section 83(b) election would result in the founder recognizing ordinary income as shares vest, based on the fair market value of the shares at each vesting date, less any amount paid for the shares. Given the Series A price of $5.00 per share (implying a post-money valuation of approximately $80,000,000), the fair market value of the Common Stock (even at a discount to the Preferred Stock price) is likely to be substantial, and the tax consequences of a missed election could be very significant. Moreover, as the Company grows and approaches future financing events, the fair market value of the Common Stock is expected to increase, which would further amplify the tax impact of vesting events without a Section 83(b) election in place.

(d) Filing Mechanics: Each Section 83(b) election must be (i) filed with the Internal Revenue Service center where the taxpayer files his or her annual federal income tax return, (ii) accompanied by a copy attached to the taxpayer's federal income tax return for the taxable year in which the transfer occurs, and (iii) provided in copy to the Company for its records. The election should identify the property, the date of transfer, the nature of the restrictions, the fair market value of the property at the time of transfer, and the amount (if any) paid for the property.

Calderwood & Harkness LLP's tax team (Nazari/Jansen) is available to discuss any questions with the Pinnacle deal team regarding the interplay between the Section 83(b) elections and the fund's investment structuring.

VI. Foreign Qualification Updates

Action Item: Review whether the Company's foreign qualifications need to be updated, or new foreign qualifications obtained, in any states in which the Company transacts business or is otherwise required to qualify, in light of the Series A Financing and any related changes to the Company's business activities, name, or authorized capital.

Responsible Party: Fenwick, Torres & Keane LLP (primary responsibility, as this is a Company obligation); Calderwood & Harkness LLP to review for investor protection purposes and to ensure that any deficiencies are remediated.

Deadline: Within thirty (30) days of the Closing (i.e., by July 15, 2026).

Details:

(a) State of Incorporation — Delaware. Quillen Technologies, Inc. is incorporated in the State of Delaware under file number 7384219. The filing of the Restated Certificate with the Delaware Secretary of State (addressed in Section III above) satisfies the Company's obligations in its state of incorporation. No separate foreign qualification is required in Delaware.

(b) Principal Place of Business — Massachusetts. The Company's headquarters are located at 88 Garrison Street, Floor 4, Boston, MA 02116. As a Delaware corporation with its principal offices in Massachusetts, the Company is required to be qualified to do business as a foreign corporation in the Commonwealth of Massachusetts and to maintain a current certificate of authority. Fenwick, Torres & Keane LLP should confirm that (i) the Company's foreign qualification in Massachusetts is current, (ii) the Company has filed all required annual reports with the Massachusetts Secretary of the Commonwealth, and (iii) the foreign qualification filings do not need to be amended to reflect any changes resulting from the Financing (e.g., changes to authorized capital stock).

(c) Other States. Fenwick, Torres & Keane LLP should assess whether the Company conducts business in any other states that would require foreign qualification. Factors relevant to this determination include, without limitation: (i) states where the Company has employees (even remote employees), (ii) states where the Company maintains physical offices, co-working spaces, or other facilities, (iii) states where the Company has significant customer concentrations or contracts, and (iv) states where the Company has bank accounts or other tangible property. Given that the Company is a technology/SaaS business with 38 employees, it is possible that remote employees are located in states other than Massachusetts, and foreign qualification may be required in those jurisdictions.

(d) Registered Agent — Delaware. The Company's registered agent in Delaware is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801. Fenwick, Torres & Keane LLP should confirm that the registered agent appointment remains in effect and that the agent's records reflect current contact information for the Company. Any lapse in registered agent coverage could jeopardize the Company's good standing in Delaware.

(e) Restated Certificate — Impact on Foreign Qualifications. If the Restated Certificate effects any change to the Company's legal name or authorized capital structure that is required to be reflected in the Company's foreign qualification filings (e.g., in Massachusetts), amended foreign qualification filings should be prepared and submitted in each jurisdiction where the Company is qualified.

Calderwood & Harkness LLP requests that Fenwick, Torres & Keane LLP provide a brief report summarizing the Company's current foreign qualification status in each relevant jurisdiction and identifying any required filings or amendments, for distribution to the Pinnacle deal team.

VII. D&O Insurance Confirmation

Action Item: Confirm that the Company has obtained or maintained directors' and officers' (D&O) liability insurance in form and substance satisfactory to the investors, as required under the transaction documents executed in connection with the Financing.

Responsible Party: Quillen Technologies (Dr. Amara Osei, CEO, and/or the Company's Chief Financial Officer or general and administrative team) bears primary responsibility for procuring and maintaining D&O coverage. Fenwick, Torres & Keane LLP should coordinate with the Company to ensure compliance. Calderwood & Harkness LLP will review the policy terms and coverage limits for adequacy on behalf of Pinnacle.

Deadline: Confirmation of existing D&O coverage (or evidence that a new or enhanced policy is being procured) should be provided within fifteen (15) business days of the Closing (i.e., by July 7, 2026). If a new policy or increased coverage limits are required, binding coverage should be in place within thirty (30) calendar days of the Closing (i.e., by July 15, 2026).

Details:

(a) Coverage Adequacy. The D&O policy limits should be appropriate for a company of Quillen's size, stage, and risk profile. As of the Closing Date, the Company has approximately 38 employees, operates in the technology/SaaS sector, and has a post-money valuation of approximately $80,000,000 (based on the Series A price). Industry benchmarks suggest that D&O coverage for a company at this stage should carry aggregate limits in the range of $5,000,000 to $10,000,000, though the specific limits should be evaluated in consultation with the Company's insurance broker and in light of the Company's particular risk factors.

(b) Coverage of New Board Members. The policy must extend coverage to all current and newly appointed directors and officers, including Pinnacle's board designee, Christine Aldridge, and Blackthorn's board designee, Diana Hershfield, as well as the independent director to be appointed to the fifth board seat. If the existing policy does not automatically extend to newly appointed directors, an endorsement or policy amendment should be obtained to ensure coverage from the date each director assumes her seat.

(c) Side A Coverage. Calderwood & Harkness LLP will confirm that the policy includes Side A coverage, which provides direct coverage to individual directors and officers for non-indemnifiable claims (i.e., claims where the Company is unable or unwilling to indemnify the director or officer). Side A coverage is a critical protection for investor-designated board members and should be a non-negotiable requirement.

(d) Coordination with Indemnification Agreement. At Closing, the Company executed an Indemnification Agreement in favor of Christine Aldridge in her capacity as Pinnacle's board designee. The D&O insurance policy should complement and backstop the indemnification obligations set forth in that agreement. Calderwood & Harkness LLP will review the interplay between the two instruments to confirm that there are no gaps in coverage.

(e) Certificate of Insurance. Upon confirmation that D&O coverage is in place, the Company should obtain a certificate of insurance from its insurer and provide copies to Pinnacle Venture Fund II LP (attention: Christine Aldridge and Tomas Medina) and Blackthorn Growth Fund III LP (c/o Whitfield & Pryor LLP). The certificate should identify the named insured, the policy number, the effective dates, the aggregate and per-occurrence limits, and the key coverage terms.

VIII. Updated Bylaws

Action Item: Confirm that the Company's bylaws (the "Bylaws") have been reviewed and, if necessary, amended and restated to conform to the governance framework established by the Restated Certificate and the Voting Agreement, and to incorporate other provisions consistent with best practices for a venture-backed company at the Series A stage.

Responsible Party: Fenwick, Torres & Keane LLP (primary drafting responsibility); the Board of Directors of Quillen Technologies, Inc. (for approval and adoption).

Deadline: The Bylaws should be finalized and adopted at or before the first post-close Board meeting, currently scheduled for June 22, 2026 (see Section IX below). If the Bylaws were adopted by written consent of the Board in connection with the Closing, Fenwick, Torres & Keane LLP should distribute the adopted version and confirm that no further amendments are needed.

Details:

(a) Board Composition. The Bylaws should reflect the five (5)-member Board of Directors composition established by the Voting Agreement, as follows:

• Two (2) seats elected by the holders of Common Stock (currently designated as the founder designees: Dr. Amara Osei and Julian Voss);

• Two (2) seats elected by the holders of Series A Preferred Stock (one designee of Pinnacle — currently Christine Aldridge, and one designee of Blackthorn — currently Diana Hershfield); and

• 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.

(b) Protective Provisions. The Bylaws should be consistent with, and should not conflict with, the protective provisions set forth in Article IV, Section B of the Restated Certificate, which require the consent of the holders of a majority of the then-outstanding Series A Preferred Stock for certain enumerated actions, including the incurrence of debt exceeding $500,000, the consummation of any acquisition or liquidation, the amendment of the Restated Certificate or Bylaws in a manner adverse to the Series A Preferred Stock, and other significant corporate actions as specified therein.

(c) Notice Provisions, Quorum, and Committees. The Bylaws should contain provisions regarding (i) notice requirements for Board and stockholder meetings that are consistent with the transaction documents, (ii) quorum requirements for Board meetings (which should require the presence of at least one Preferred Stock director designee to constitute a quorum, to the extent required by the Voting Agreement), and (iii) authority for the Board to establish committees (including an audit committee and a compensation committee, which are expected to be established at the first post-close Board meeting).

(d) Distribution. Updated and adopted Bylaws should be distributed to all directors and investors promptly following adoption. A copy should be included in the closing binder.

IX. First Post-Close Board Meeting

Action Item: Convene the first meeting of the reconstituted Board of Directors of Quillen Technologies, Inc. following the Series A Closing, to address the organizational and governance matters arising from the Financing and to establish the cadence and framework for ongoing Board operations.

Responsible Party: Dr. Amara Osei, in her capacity as Chief Executive Officer and Chair of the Board, is responsible for calling and organizing the meeting. Fenwick, Torres & Keane LLP will assist with the preparation of the agenda, resolutions, and meeting materials. Calderwood & Harkness LLP will advise Pinnacle's board designee, Christine Aldridge, in connection with the meeting.

Date: June 22, 2026 (one week following the Closing Date).

Location: To be confirmed (anticipated to be held via videoconference, with dial-in information to be distributed by the Company).

Proposed Agenda:

The following items are proposed for consideration by the Board at the first post-close meeting. This list is preliminary and may be supplemented by the Company or any Board member prior to the meeting.

1. Call to Order and Confirmation of Quorum. Confirm attendance and the establishment of a quorum under the Bylaws. Confirm the Board composition: two Common Stock designees (Dr. Amara Osei and Julian Voss), one Pinnacle designee (Christine Aldridge), and one Blackthorn designee (Diana Hershfield). Note that the fifth seat (independent director) remains vacant pending identification of a mutually agreeable candidate.

2. Independent Director Identification. Discuss the process and timeline for identifying and appointing an independent director to the fifth Board seat. Consider formation of a nominating subcommittee and establish target candidates and criteria (industry experience, governance expertise, diversity considerations). Target completion for candidate selection: Q3 2026.

3. Appointment or Confirmation of Officers. Confirm or ratify the appointment of the Company's officers, including Dr. Amara Osei as Chief Executive Officer, Julian Voss as Chief Technology Officer, Priya Chandrasekar as Vice President of Product, and any other officers as appropriate.

4. Ratification of Closing Actions. Ratify all actions taken by the Board and the stockholders in connection with the Closing, including the execution and delivery of the transaction documents, the filing of the Restated Certificate, and the issuance of shares to investors and converting note holders. Authorize management and counsel to take all actions necessary to complete the post-closing filings and administrative items described in this memorandum.

5. Approval of Updated Bylaws. If the updated Bylaws were not adopted by written consent prior to the meeting, present the proposed amended and restated Bylaws for Board review and approval. If the Bylaws were previously adopted, confirm that the Board has reviewed and is satisfied with the adopted version.

6. Review and Approval of D&O Insurance Coverage. Present a summary of the Company's current or proposed D&O insurance coverage for Board review. If a new policy or enhanced coverage is being procured, authorize management to bind coverage within the parameters discussed.

7. Adoption of Insider Trading Policy and Code of Conduct. If the Company does not already have an insider trading policy or corporate code of conduct in place, present proposed forms for Board adoption. These policies are advisable for a company at the Series A stage and are expected by institutional investors.

8. Establishment of Board Meeting Schedule and Committee Structure. Discuss and adopt a regular Board meeting schedule (quarterly meetings are standard). Establish standing committees of the Board, including:

• Audit Committee: To oversee financial reporting, internal controls, and the Company's relationship with its auditors (Pemberton & Associates CPAs LLP). Proposed composition: Christine Aldridge (Chair), Diana Hershfield, and the independent director (once appointed).

• Compensation Committee: To oversee executive compensation, equity awards, and the administration of the 2023 Equity Incentive Plan. Proposed composition: Diana Hershfield (Chair), and the independent director (once appointed). If the independent director has not yet been appointed, an interim arrangement should be established.

9. Financial Position and Operating Review. Presentation by Dr. Amara Osei or the Company's finance team on the Company's current financial position following the Closing. Key items for discussion:

• Cash balance post-funding: approximately $1,100,000 in pre-existing cash plus $22,500,000 in new investment proceeds, less estimated closing costs (legal fees, filing fees, and other transaction expenses). Net cash position to be confirmed by the Company.

• Current operating budget and projected burn rate.

• Planned use of proceeds, including headcount growth (hiring plan for engineering, sales, and customer success), product development investments, and go-to-market activities.

• Runway analysis based on current and projected burn rate.

10. SOC 2 Type II Audit Progress. Update from management on the status of the Company's SOC 2 Type II audit, which is expected to be completed in Q3 2026. The audit is being conducted by Pemberton & Associates CPAs LLP (engagement partner: Diane Stratton). Discuss any outstanding items or issues that may affect the timeline or scope of the audit.

11. Information Rights and Reporting Cadence. Review the information rights obligations under the Investors' Rights Agreement and the Pinnacle Side Letter, and establish internal processes for compliance. Key deliverables:

• Monthly unaudited financial statements, delivered within thirty (30) days of each month-end (per the Investors' Rights Agreement).

• Annual audited financial statements, delivered within one hundred twenty (120) days of the end of each fiscal year (auditor: Pemberton & Associates CPAs LLP).

• Annual budget, delivered by December 15 of each year for the following fiscal year (per the Investors' Rights Agreement).

• Pinnacle Side Letter — Enhanced Reporting: Quarterly unaudited financial statements, delivered within forty-five (45) days of the end of each fiscal quarter. Quarterly KPI dashboards, including at a minimum: annual recurring revenue (ARR), churn rate (gross and net), total customer count, and any other key performance indicators agreed upon by Pinnacle and the Company. Enhanced inspection rights as set forth in the Side Letter.

12. Other Business. Any other matters properly brought before the Board.

Calderwood & Harkness LLP will prepare a pre-meeting briefing for Christine Aldridge in advance of the June 22 meeting and will be available during the meeting to advise on any governance or legal matters that arise.

X. Blue Sky / State Securities Notice Filings

Action Item: Make all required state securities notice filings (commonly referred to as "Blue Sky filings") in each state in which shares of Series A Preferred Stock were sold, offered, or are deemed to have been sold or offered in connection with the Financing.

Responsible Party: Fenwick, Torres & Keane LLP (primary — this is a Company obligation under applicable state securities laws). Calderwood & Harkness LLP will confirm on behalf of Pinnacle that all required filings have been made.

Deadline: Deadlines vary by state, but most states require notice filings within fifteen (15) days of the first sale of securities in the state. To ensure compliance across all jurisdictions, the target completion date for all Blue Sky filings is June 30, 2026.

Details:

The Financing was conducted in reliance on the federal exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act. Under Section 18 of the Securities Act (as preempted by the National Securities Markets Improvement Act of 1996, as amended), the states are preempted from requiring registration of securities sold in transactions covered by Rule 506. However, most states retain the authority to require issuers to file notice filings (typically consisting of a copy of the SEC Form D filing and payment of a state filing fee) in connection with Regulation D offerings.

The following states have been identified as requiring notice filings based on the locations of the investors, converting note holders, and the Company. Fenwick, Torres & Keane LLP should confirm this list and identify any additional states that may be required:

• Delaware — State of incorporation of Quillen Technologies, Inc. Notice filing required.

• California — Location of Pinnacle Venture Fund II LP's principal offices (450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115). California requires a Form D filing with the California Department of Financial Protection and Innovation, together with a filing fee.

• Massachusetts — Location of Quillen Technologies' headquarters (88 Garrison Street, Floor 4, Boston, MA 02116) and the location of Harborview Angel Syndicate LLC. Massachusetts requires a Form D filing with the Massachusetts Securities Division.

• New York — Location of Stonebridge Ventures LLC and Blackthorn Growth Fund III LP. New York requires a Form D filing with the New York Department of Law, Investor Protection Bureau, together with a filing fee.

• Connecticut — Location of Caldwell Family Office LLC. Connecticut requires a notice filing with the Connecticut Department of Banking.

• Other States — Fenwick, Torres & Keane LLP should confirm the state of residence of Dr. Lawrence Hu and any other note holders or offerees to determine whether additional state filings are required.

All filings are typically made in conjunction with, and by attaching a copy of, the SEC Form D filing described in Section XI below. Filing fees in each state are to be paid by the Company. Fenwick, Torres & Keane LLP should obtain filing confirmations or receipts from each state where a filing is made and retain copies in the Company's post-closing records.

Calderwood & Harkness LLP requests that Fenwick, Torres & Keane LLP provide copies of all filing confirmations to Calderwood & Harkness LLP for distribution to the Pinnacle deal team.

XI. SEC Form D Filing

Action Item: File Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission (the "SEC") in connection with the issuance of Series A Preferred Stock in the Financing.

Responsible Party: Fenwick, Torres & Keane LLP, on behalf of Quillen Technologies, Inc., as the issuer.

Deadline: Form D must be filed with the SEC no later than fifteen (15) calendar days after the first sale of securities in the offering. Based on the Closing Date of June 15, 2026, the filing deadline is June 30, 2026.

Details:

The Form D filing is required under Rule 503 of Regulation D and serves as a notice to the SEC of the Company's reliance on the Regulation D exemption from registration. The filing is made electronically through the SEC's EDGAR system. The following information should be reported on the Form D:

• Issuer: Quillen Technologies, Inc., a Delaware corporation, EIN 93-4817265, with its principal executive offices at 88 Garrison Street, Floor 4, Boston, MA 02116.

• Type of Securities Offered: Series A Preferred Stock.

• Total Offering Amount: $22,500,000 in aggregate proceeds from new-money investors, plus $1,702,500 in aggregate conversion amounts from the converting note holders (to the extent the conversion shares are included in the Form D filing as a new issuance; Fenwick, Torres & Keane LLP should confirm the appropriate treatment of the conversion shares for Form D purposes).

• Amount Sold: $22,500,000 in new-money proceeds; $1,702,500 in note conversion amounts.

• Exemption Claimed: Rule 506(b) of Regulation D (17 C.F.R. § 230.506(b)). This is the expected exemption, as the Financing was not conducted through general solicitation or general advertising. Fenwick, Torres & Keane LLP should confirm that no general solicitation or advertising was employed in connection with the offering and that the Rule 506(b) exemption is appropriate. If the offering was conducted under Rule 506(c) (which permits general solicitation but requires verification of accredited investor status), the filing should reflect accordingly.

• Number of Investors: Six (6) total — three (3) new-money investors (Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, and Stonebridge Ventures LLC) and three (3) converting note holders (Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu). All investors are believed to be accredited investors within the meaning of Rule 501(a) of Regulation D.

• Sales Commissions and Finders' Fees: None. Fenwick, Torres & Keane LLP should confirm that no broker-dealer, placement agent, or finder was engaged in connection with the Financing and that no sales commissions or finders' fees were paid or are payable.

• Related Person(s): List any related persons involved in the offering, including directors, executive officers, and promoters of the Company, as required by Form D.

In addition to the Form D for the Series A Financing, Fenwick, Torres & Keane LLP should review whether any amendment to a previously filed Form D is required in connection with the original convertible note offering (March 2024). If a Form D was filed for the convertible note issuance, an amendment may be needed to report the conversion of the notes and the issuance of Series A Preferred Stock upon conversion.

Calderwood & Harkness LLP requests that Fenwick, Torres & Keane LLP provide a draft of the Form D to Calderwood & Harkness LLP for review prior to filing. Please circulate the draft no later than June 25, 2026, to allow sufficient time for review before the filing deadline.

XII. Additional Post-Closing Action Items

A. Closing Binder Assembly

Action Item: Assemble and distribute a comprehensive final closing binder (in both physical and electronic formats, as appropriate) containing fully executed copies of all transaction documents and ancillary materials from the Financing.

Responsible Party: Calderwood & Harkness LLP (lead) and Fenwick, Torres & Keane LLP (cooperation and document contribution).

Deadline: Within thirty (30) days of the Closing (i.e., by July 15, 2026).

Contents of Closing Binder:

The closing binder should include the following documents, organized in a logical sequence and with a comprehensive table of contents and index:

1. Series A Preferred Stock Purchase Agreement (fully executed)

2. Amended and Restated Certificate of Incorporation (file-stamped copy from Delaware Secretary of State)

3. Investors' Rights Agreement (fully executed)

4. Voting Agreement (fully executed)

5. Right of First Refusal and Co-Sale Agreement (fully executed)

6. Management Rights Letter — Pinnacle Venture Fund II LP (fully executed)

7. Management Rights Letter — Blackthorn Growth Fund III LP (fully executed)

8. Indemnification Agreement — Christine Aldridge (fully executed)

9. Side Letter — Pinnacle Venture Fund II LP (fully executed)

10. Secretary's Certificate of Quillen Technologies, Inc.

11. Compliance Certificate of Quillen Technologies, Inc.

12. Bring-Down Certificate of Quillen Technologies, Inc.

13. Board Consent of Quillen Technologies, Inc. (authorizing the Financing)

14. Stockholder Consent of Quillen Technologies, Inc. (approving the Restated Certificate and related matters)

15. Legal Opinion of Fenwick, Torres & Keane LLP (company counsel)

16. Schedule of Investors (showing all shares issued, purchase prices, and wire instructions)

17. Disclosure Schedules to the Stock Purchase Agreement

18. Funds Flow Memorandum (detailing wire transfer instructions, amounts, and confirmations)

19. Closing Checklist (completed)

20. Convertible Note Conversion Documentation (conversion notices, calculations, and cancellation records)

21. File-stamped Form D and Blue Sky filings (to be added upon completion)

22. D&O Insurance Certificate (to be added upon receipt)

23. Updated Bylaws (to be added upon adoption)

Distribution: Copies of the closing binder should be distributed to the following parties:

• Pinnacle Venture Fund II LP — 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115 (Attention: Christine Aldridge and Tomas Medina)

• Blackthorn Growth Fund III LP — c/o Whitfield & Pryor LLP

• Stonebridge Ventures LLC

• Quillen Technologies, Inc. — 88 Garrison Street, Floor 4, Boston, MA 02116 (Attention: Dr. Amara Osei)

• Calderwood & Harkness LLP (retained copy)

• Fenwick, Torres & Keane LLP (retained copy)

MEMORANDUM
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED
FROM: Rachel Bernstein, Partner Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105
TO: Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina, Vice President, Pinnacle Venture Fund II LP
CC: Leila Nazari, Lead Associate, Calderwood & Harkness LLP Robert Jansen, Working Associate, Calderwood & Harkness LLP
Date: June 15, 2026
Matter No.: 1002-00002 Billing Code: 78412.001
Re: Post-Closing Obligations and Action Items — Series A Preferred Stock Financing of Quillen Technologies, Inc.
I. Introduction and Purpose
This memorandum sets forth the post-closing obligations and action items arising from the closing of the $22,500,000 Series A Preferred Stock financing (the "Financing") of Quillen Technologies, Inc., a Delaware C-corporation (the "Company"), completed on June 15, 2026 (the "Closing Date"). The purpose of this memorandum is to provide the Pinnacle deal team with a comprehensive roadmap for all post-closing actions required to finalize the transaction, ensure regulatory compliance, and establish the governance and reporting frameworks contemplated by the transaction documents.
Pinnacle Venture Fund II LP ("Pinnacle" or the "Fund") served as the lead investor in the Financing, acquiring 2,800,000 shares of Series A Preferred Stock at a price of $5.00 per share, for an aggregate purchase price of $14,000,000. The Financing was co-invested alongside Blackthorn Growth Fund III LP ("Blackthorn"), which acquired 1,200,000 shares of Series A Preferred Stock for an aggregate purchase price of $6,000,000, and Stonebridge Ventures LLC ("Stonebridge"), which acquired 500,000 shares of Series A Preferred Stock for an aggregate purchase price of $2,500,000. Together, these new-money investors purchased an aggregate of 4,500,000 shares of Series A Preferred Stock for a total of $22,500,000.
In addition to the new-money issuance, an aggregate of 851,250 shares of Series A Preferred Stock were issued upon the conversion of $1,702,500 in outstanding convertible notes (consisting of $1,500,000 in aggregate principal amount plus approximately $202,500 in accrued and unpaid interest), at a conversion price of $2.00 per share. The converting note holders are Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu. The convertible notes were originally issued by the Company on March 15, 2024, and converted automatically upon the Closing in accordance with their terms.
This memorandum is organized as a detailed checklist with identified responsible parties, deadlines, and status tracking to facilitate efficient completion of all outstanding items. For reference, the Company is represented by Fenwick, Torres & Keane LLP (Gregory Navarro, Partner, and Sophie Marchetti, Associate) as company counsel. Blackthorn is separately represented by Whitfield & Pryor LLP. Unless otherwise specifically indicated below, all items described herein should be coordinated between Calderwood & Harkness LLP and Fenwick, Torres & Keane LLP. Calderwood & Harkness LLP will serve as the primary point of contact for Pinnacle on all post-closing matters and will maintain the master tracking copy of this memorandum.
II. Post-Closing Checklist — Master Summary Overview
The following table provides a high-level summary of all post-closing obligations and action items discussed in detail in Sections III through XII of this memorandum. Each item includes a cross-reference to the relevant section, the responsible party or parties, the applicable deadline or target date, and the current status as of the date of this memorandum. This table should be updated on a rolling basis as items are completed.
III. Delaware Secretary of State — Amended and Restated Certificate of Incorporation
Action Item: Confirm filing and acceptance of the Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (the "Restated Certificate") with the Delaware Secretary of State, Division of Corporations.
Responsible Party: Fenwick, Torres & Keane LLP (company counsel), with Granite State Registered Agents, Inc. (1209 Orange Street, Wilmington, DE 19801) serving as the Company's registered agent in Delaware and facilitating the filing with the Division of Corporations.
Deadline: The filing of the Restated Certificate should have occurred at or immediately prior to the Closing on June 15, 2026, as a condition precedent to the Closing under Section 5 of the Stock Purchase Agreement. Confirmation of acceptance by the Delaware Secretary of State and receipt of a file-stamped copy of the Restated Certificate should be obtained within five (5) business days of the Closing (i.e., by June 20, 2026).
Details and Background: The Restated Certificate is the foundational corporate document for the post-Financing capital structure and governance of the Company. Among other things, the Restated Certificate accomplishes the following:
(a) Authorizes the issuance of the Series A Preferred Stock, including the establishment of the rights, preferences, privileges, and restrictions applicable thereto, as negotiated in the Financing.
(b) Establishes a 1x non-participating liquidation preference for the Series A Preferred Stock, entitling the Series A Preferred holders to receive, upon any liquidation, dissolution, or winding up of the Company (or any deemed liquidation event), an amount equal to the original issue price per share ($5.00 for new-money shares; $2.00 for shares issued upon conversion of the convertible notes), plus any declared but unpaid dividends thereon, before any distribution to the Common Stock holders.
(c) Provides for 8% non-cumulative dividends on the Series A Preferred Stock, payable when, as, and if declared by the Board of Directors.
(d) Includes broad-based weighted-average anti-dilution protection for the Series A Preferred Stock in the event of future issuances of equity securities at a price per share below the applicable conversion price, subject to customary carve-outs (including issuances under the 2023 Equity Incentive Plan, issuances in connection with strategic partnerships or acquisitions approved by the Board, and the like).
(e) Sets forth protective provisions requiring the approval of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class on an as-converted basis) for certain significant corporate actions, including but not limited to: the incurrence of indebtedness exceeding $500,000, the consummation of any acquisition or merger, any liquidation, dissolution, or winding up of the Company, the amendment of the Restated Certificate or bylaws in a manner adverse to the Series A Preferred Stock, and the authorization or issuance of any new class or series of equity securities senior to or on parity with the Series A Preferred Stock.
(f) Reflects the expansion of the shares reserved for issuance under the Company's 2023 Equity Incentive Plan from 1,500,000 shares to 3,000,000 shares of Common Stock, as approved by the Board and the requisite stockholders in connection with the Financing.
The Company's Delaware entity file number is 7384219. Fenwick, Torres & Keane LLP should confirm this file number on all filings and correspondence with the Division of Corporations.
Deliverable: Upon receipt, the file-stamped copy of the Restated Certificate should be distributed to all parties to the transaction, including Pinnacle (attention: Christine Aldridge and Tomas Medina), Blackthorn (c/o Whitfield & Pryor LLP), Stonebridge Ventures LLC, and all counsel of record. A copy should be retained in the closing binder and in the Company's permanent corporate records. Calderwood & Harkness LLP will review the file-stamped copy upon receipt to confirm that the filed version is consistent with the form approved by the parties at Closing.
IV. Updated Stock Ledger and Issuance of Stock Certificates or Book-Entry Notices
Action Item: The Company is required to update its stock ledger (maintained either internally or through a transfer agent) to reflect all shares issued in connection with the Series A Financing, including both the new-money issuances and the shares issued upon conversion of the convertible notes. Additionally, the Company must issue stock certificates or book-entry notices, as applicable, to each investor and converting note holder.
Responsible Party: Quillen Technologies, Inc. (Dr. Amara Osei, Chief Executive Officer and acting corporate secretary, or her designee), with the assistance of Fenwick, Torres & Keane LLP.
Deadline: The stock ledger should be updated, and all stock certificates or book-entry notices should be prepared and delivered to each holder, within ten (10) business days of the Closing (i.e., by June 29, 2026).
Details — Shares to Be Reflected in Updated Ledger:
The stock ledger update should capture the following issuances and reflect the Company's complete capitalization as of the Closing Date:
Series A Preferred Stock — New Money Issuances (4,500,000 shares total):
•  Pinnacle Venture Fund II LP: 2,800,000 shares of Series A Preferred Stock, at $5.00 per share, for an aggregate purchase price of $14,000,000.
•  Blackthorn Growth Fund III LP: 1,200,000 shares of Series A Preferred Stock, at $5.00 per share, for an aggregate purchase price of $6,000,000.
•  Stonebridge Ventures LLC: 500,000 shares of Series A Preferred Stock, at $5.00 per share, for an aggregate purchase price of $2,500,000.
Series A Preferred Stock — Convertible Note Conversion Issuances (851,250 shares total):
•  Harborview Angel Syndicate LLC: Pro rata portion of 851,250 shares, based on the conversion of $750,000 in principal plus approximately $101,250 in accrued interest (assuming a 6% annual interest rate over approximately 27 months), at a conversion price of $2.00 per share. Approximate share count: 425,625 shares (to be confirmed based on final interest calculation per the note terms).
•  Caldwell Family Office LLC: Pro rata portion of 851,250 shares, based on the conversion of $500,000 in principal plus approximately $67,500 in accrued interest, at a conversion price of $2.00 per share. Approximate share count: 283,750 shares (to be confirmed).
•  Dr. Lawrence Hu: Pro rata portion of 851,250 shares, based on the conversion of $250,000 in principal plus approximately $33,750 in accrued interest, at a conversion price of $2.00 per share. Approximate share count: 141,875 shares (to be confirmed).
Existing Equity — Unaffected by the Financing:
•  Common Stock: 8,000,000 shares outstanding (held by founders and early team members, including Dr. Amara Osei (3,200,000 shares), Julian Voss (2,800,000 shares), Priya Chandrasekar (400,000 shares), and other holders as reflected in the existing stock ledger).
•  Series Seed Preferred Stock: 2,500,000 shares outstanding, held by Harborview Angel Syndicate LLC (1,500,000 shares) and Ridgepoint Seed Partners LP (1,000,000 shares). The rights, preferences, and privileges of the Series Seed Preferred Stock remain as set forth in the Restated Certificate, subject to the senior liquidation preference of the Series A Preferred Stock.
•  2023 Equity Incentive Plan: 3,000,000 shares of Common Stock authorized for issuance (reflecting the expanded pool approved in connection with the Financing), of which 1,200,000 shares have been granted (as stock options or other equity awards) and 1,800,000 shares remain available for future grants.
Stock Certificates / Book-Entry Notices:
The Company should determine, in consultation with Fenwick, Torres & Keane LLP, whether it will issue physical stock certificates or rely on book-entry form for the shares issued in the Financing. Current market practice for venture-backed companies strongly favors book-entry form, which reduces administrative burden and the risk of lost or misplaced certificates. If the Company elects book-entry form, the following steps are required:
(a) Prepare and deliver written book-entry confirmation notices to each investor and converting note holder, specifying the number of shares, the class and series of stock, the date of issuance, and the applicable restrictive legend language.
(b) All book-entry notices should include restrictive legends as required under the Securities Act of 1933, as amended (the "Securities Act"), including a legend to the effect that the shares have not been registered under the Securities Act and may not be sold, transferred, or otherwise disposed of except in compliance with applicable securities laws. Additional legends may be required under applicable state securities laws.
(c) If any investor requests physical stock certificates, arrange for the printing and execution of certificates, including the affixation of all required restrictive legends, and deliver certificates by tracked courier.
Cancellation of Convertible Notes:
In connection with the conversion of the outstanding convertible notes, the Company should confirm that the original convertible note instruments (each dated March 15, 2024) have been marked "Cancelled" or "Converted — June 15, 2026" and are retained in the Company's permanent corporate records. If any of the original note instruments were held in escrow or custody by Crescent National Bank (the Company's primary banking institution), Fenwick, Torres & Keane LLP should coordinate with the bank to retrieve the instruments and confirm that no further obligations remain outstanding under the notes. See also Section XII.C below for additional convertible note wind-down procedures.
V. Section 83(b) Election Reminders — Founder Vesting
Action Item: Advise the Company's founders regarding potential Section 83(b) election obligations arising in connection with the imposition of new vesting schedules on previously unvested or newly re-vesting founder shares, as required as a condition of the Series A Financing.
Responsible Party: This item requires coordination among multiple parties. Fenwick, Torres & Keane LLP, as company counsel, bears primary responsibility for advising the founders directly on the mechanics and advisability of filing Section 83(b) elections. Calderwood & Harkness LLP (Leila Nazari and Robert Jansen, tax team) will advise Pinnacle on the status of the elections for Pinnacle's awareness and investor-protection purposes. Each founder should also be advised to consult with his or her personal tax counsel before making any election.
Deadline: This is a critical, time-sensitive item. Under Section 83(b) of the Internal Revenue Code of 1986, as amended, any Section 83(b) election must be filed with the Internal Revenue Service within thirty (30) calendar days of the date on which the property (in this case, the founder shares) becomes subject to the applicable restrictions (i.e., the new vesting arrangement). If the new vesting schedules were imposed at Closing on June 15, 2026, the statutory filing deadline is July 15, 2026. This deadline is prescribed by statute and Treasury Regulations and cannot be extended for any reason, including by the IRS or by agreement of the parties.
Background:
As a condition of the Series A Financing, the existing founder shares of Common Stock held by the Company's co-founders became subject to new vesting arrangements. Specifically, all founder shares are now subject to a four (4)-year vesting schedule with a one (1)-year cliff, measured from the Closing Date. A twenty-five percent (25%) vesting credit has been applied to recognize the founders' service to the Company since its incorporation on July 12, 2023. As of the Closing Date, approximately thirty-five (35) months have elapsed since incorporation, which translates to a vesting credit of approximately 8.75 months (calculated as 25% of the 35-month service period). The practical effect is that each founder will have an accelerated path to the cliff date, but a substantial portion of their shares will remain subject to forfeiture risk until they vest over the remainder of the four-year schedule.
The affected founders and their respective share holdings are as follows:
•  Dr. Amara Osei — 3,200,000 shares of Common Stock. Dr. Osei is the Company's Chief Executive Officer and a co-founder. The imposition of the new vesting schedule subjects these shares to a substantial risk of forfeiture within the meaning of Section 83(a) of the Internal Revenue Code, which triggers the need to evaluate a Section 83(b) election.
•  Julian Voss — 2,800,000 shares of Common Stock. Mr. Voss is the Company's Chief Technology Officer and a co-founder. The same analysis applies to Mr. Voss as to Dr. Osei.
•  Priya Chandrasekar — 400,000 shares of Common Stock. Ms. Chandrasekar is the Company's Vice President of Product and joined the Company in January 2025. Fenwick, Torres & Keane LLP should confirm whether Ms. Chandrasekar's shares were already subject to a vesting schedule at the time of her initial grant and, if so, whether additional vesting was imposed at Closing. If Ms. Chandrasekar's shares were already vesting under an existing schedule and no new restrictions were imposed, a Section 83(b) election may not be necessary. However, if the terms of her existing vesting were modified in any material respect in connection with the Financing, the modification could be treated as a new transfer for purposes of Section 83, and a fresh election deadline would apply.
Action Required:
(a) Fenwick, Torres & Keane LLP should immediately advise each affected founder in writing of the thirty (30)-day statutory deadline for filing a Section 83(b) election and strongly recommend that each founder consult with his or her personal tax counsel regarding the advisability of making such an election.
(b) Calderwood & Harkness LLP will confirm with Fenwick, Torres & Keane LLP that each founder has been notified of the deadline and that the notification has been documented in the Company's records. Please provide written confirmation to the Pinnacle deal team upon completion.
(c) Consequences of a Missed Election: Failure to timely file a Section 83(b) election would result in the founder recognizing ordinary income as shares vest, based on the fair market value of the shares at each vesting date, less any amount paid for the shares. Given the Series A price of $5.00 per share (implying a post-money valuation of approximately $80,000,000), the fair market value of the Common Stock (even at a discount to the Preferred Stock price) is likely to be substantial, and the tax consequences of a missed election could be very significant. Moreover, as the Company grows and approaches future financing events, the fair market value of the Common Stock is expected to increase, which would further amplify the tax impact of vesting events without a Section 83(b) election in place.
(d) Filing Mechanics: Each Section 83(b) election must be (i) filed with the Internal Revenue Service center where the taxpayer files his or her annual federal income tax return, (ii) accompanied by a copy attached to the taxpayer's federal income tax return for the taxable year in which the transfer occurs, and (iii) provided in copy to the Company for its records. The election should identify the property, the date of transfer, the nature of the restrictions, the fair market value of the property at the time of transfer, and the amount (if any) paid for the property.
Calderwood & Harkness LLP's tax team (Nazari/Jansen) is available to discuss any questions with the Pinnacle deal team regarding the interplay between the Section 83(b) elections and the fund's investment structuring.
VI. Foreign Qualification Updates
Action Item: Review whether the Company's foreign qualifications need to be updated, or new foreign qualifications obtained, in any states in which the Company transacts business or is otherwise required to qualify, in light of the Series A Financing and any related changes to the Company's business activities, name, or authorized capital.
Responsible Party: Fenwick, Torres & Keane LLP (primary responsibility, as this is a Company obligation); Calderwood & Harkness LLP to review for investor protection purposes and to ensure that any deficiencies are remediated.
Deadline: Within thirty (30) days of the Closing (i.e., by July 15, 2026).
Details:
(a) State of Incorporation — Delaware. Quillen Technologies, Inc. is incorporated in the State of Delaware under file number 7384219. The filing of the Restated Certificate with the Delaware Secretary of State (addressed in Section III above) satisfies the Company's obligations in its state of incorporation. No separate foreign qualification is required in Delaware.
(b) Principal Place of Business — Massachusetts. The Company's headquarters are located at 88 Garrison Street, Floor 4, Boston, MA 02116. As a Delaware corporation with its principal offices in Massachusetts, the Company is required to be qualified to do business as a foreign corporation in the Commonwealth of Massachusetts and to maintain a current certificate of authority. Fenwick, Torres & Keane LLP should confirm that (i) the Company's foreign qualification in Massachusetts is current, (ii) the Company has filed all required annual reports with the Massachusetts Secretary of the Commonwealth, and (iii) the foreign qualification filings do not need to be amended to reflect any changes resulting from the Financing (e.g., changes to authorized capital stock).
(c) Other States. Fenwick, Torres & Keane LLP should assess whether the Company conducts business in any other states that would require foreign qualification. Factors relevant to this determination include, without limitation: (i) states where the Company has employees (even remote employees), (ii) states where the Company maintains physical offices, co-working spaces, or other facilities, (iii) states where the Company has significant customer concentrations or contracts, and (iv) states where the Company has bank accounts or other tangible property. Given that the Company is a technology/SaaS business with 38 employees, it is possible that remote employees are located in states other than Massachusetts, and foreign qualification may be required in those jurisdictions.
(d) Registered Agent — Delaware. The Company's registered agent in Delaware is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801. Fenwick, Torres & Keane LLP should confirm that the registered agent appointment remains in effect and that the agent's records reflect current contact information for the Company. Any lapse in registered agent coverage could jeopardize the Company's good standing in Delaware.
(e) Restated Certificate — Impact on Foreign Qualifications. If the Restated Certificate effects any change to the Company's legal name or authorized capital structure that is required to be reflected in the Company's foreign qualification filings (e.g., in Massachusetts), amended foreign qualification filings should be prepared and submitted in each jurisdiction where the Company is qualified.
Calderwood & Harkness LLP requests that Fenwick, Torres & Keane LLP provide a brief report summarizing the Company's current foreign qualification status in each relevant jurisdiction and identifying any required filings or amendments, for distribution to the Pinnacle deal team.
VII. D&O Insurance Confirmation
Action Item: Confirm that the Company has obtained or maintained directors' and officers' (D&O) liability insurance in form and substance satisfactory to the investors, as required under the transaction documents executed in connection with the Financing.
Responsible Party: Quillen Technologies (Dr. Amara Osei, CEO, and/or the Company's Chief Financial Officer or general and administrative team) bears primary responsibility for procuring and maintaining D&O coverage. Fenwick, Torres & Keane LLP should coordinate with the Company to ensure compliance. Calderwood & Harkness LLP will review the policy terms and coverage limits for adequacy on behalf of Pinnacle.
Deadline: Confirmation of existing D&O coverage (or evidence that a new or enhanced policy is being procured) should be provided within fifteen (15) business days of the Closing (i.e., by July 7, 2026). If a new policy or increased coverage limits are required, binding coverage should be in place within thirty (30) calendar days of the Closing (i.e., by July 15, 2026).
Details:
(a) Coverage Adequacy. The D&O policy limits should be appropriate for a company of Quillen's size, stage, and risk profile. As of the Closing Date, the Company has approximately 38 employees, operates in the technology/SaaS sector, and has a post-money valuation of approximately $80,000,000 (based on the Series A price). Industry benchmarks suggest that D&O coverage for a company at this stage should carry aggregate limits in the range of $5,000,000 to $10,000,000, though the specific limits should be evaluated in consultation with the Company's insurance broker and in light of the Company's particular risk factors.
(b) Coverage of New Board Members. The policy must extend coverage to all current and newly appointed directors and officers, including Pinnacle's board designee, Christine Aldridge, and Blackthorn's board designee, Diana Hershfield, as well as the independent director to be appointed to the fifth board seat. If the existing policy does not automatically extend to newly appointed directors, an endorsement or policy amendment should be obtained to ensure coverage from the date each director assumes her seat.
(c) Side A Coverage. Calderwood & Harkness LLP will confirm that the policy includes Side A coverage, which provides direct coverage to individual directors and officers for non-indemnifiable claims (i.e., claims where the Company is unable or unwilling to indemnify the director or officer). Side A coverage is a critical protection for investor-designated board members and should be a non-negotiable requirement.
(d) Coordination with Indemnification Agreement. At Closing, the Company executed an Indemnification Agreement in favor of Christine Aldridge in her capacity as Pinnacle's board designee. The D&O insurance policy should complement and backstop the indemnification obligations set forth in that agreement. Calderwood & Harkness LLP will review the interplay between the two instruments to confirm that there are no gaps in coverage.
(e) Certificate of Insurance. Upon confirmation that D&O coverage is in place, the Company should obtain a certificate of insurance from its insurer and provide copies to Pinnacle Venture Fund II LP (attention: Christine Aldridge and Tomas Medina) and Blackthorn Growth Fund III LP (c/o Whitfield & Pryor LLP). The certificate should identify the named insured, the policy number, the effective dates, the aggregate and per-occurrence limits, and the key coverage terms.
VIII. Updated Bylaws
Action Item: Confirm that the Company's bylaws (the "Bylaws") have been reviewed and, if necessary, amended and restated to conform to the governance framework established by the Restated Certificate and the Voting Agreement, and to incorporate other provisions consistent with best practices for a venture-backed company at the Series A stage.
Responsible Party: Fenwick, Torres & Keane LLP (primary drafting responsibility); the Board of Directors of Quillen Technologies, Inc. (for approval and adoption).
Deadline: The Bylaws should be finalized and adopted at or before the first post-close Board meeting, currently scheduled for June 22, 2026 (see Section IX below). If the Bylaws were adopted by written consent of the Board in connection with the Closing, Fenwick, Torres & Keane LLP should distribute the adopted version and confirm that no further amendments are needed.
Details:
(a) Board Composition. The Bylaws should reflect the five (5)-member Board of Directors composition established by the Voting Agreement, as follows:
•  Two (2) seats elected by the holders of Common Stock (currently designated as the founder designees: Dr. Amara Osei and Julian Voss);
•  Two (2) seats elected by the holders of Series A Preferred Stock (one designee of Pinnacle — currently Christine Aldridge, and one designee of Blackthorn — currently Diana Hershfield); and
•  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.
(b) Protective Provisions. The Bylaws should be consistent with, and should not conflict with, the protective provisions set forth in Article IV, Section B of the Restated Certificate, which require the consent of the holders of a majority of the then-outstanding Series A Preferred Stock for certain enumerated actions, including the incurrence of debt exceeding $500,000, the consummation of any acquisition or liquidation, the amendment of the Restated Certificate or Bylaws in a manner adverse to the Series A Preferred Stock, and other significant corporate actions as specified therein.
(c) Notice Provisions, Quorum, and Committees. The Bylaws should contain provisions regarding (i) notice requirements for Board and stockholder meetings that are consistent with the transaction documents, (ii) quorum requirements for Board meetings (which should require the presence of at least one Preferred Stock director designee to constitute a quorum, to the extent required by the Voting Agreement), and (iii) authority for the Board to establish committees (including an audit committee and a compensation committee, which are expected to be established at the first post-close Board meeting).
(d) Distribution. Updated and adopted Bylaws should be distributed to all directors and investors promptly following adoption. A copy should be included in the closing binder.
IX. First Post-Close Board Meeting
Action Item: Convene the first meeting of the reconstituted Board of Directors of Quillen Technologies, Inc. following the Series A Closing, to address the organizational and governance matters arising from the Financing and to establish the cadence and framework for ongoing Board operations.
Responsible Party: Dr. Amara Osei, in her capacity as Chief Executive Officer and Chair of the Board, is responsible for calling and organizing the meeting. Fenwick, Torres & Keane LLP will assist with the preparation of the agenda, resolutions, and meeting materials. Calderwood & Harkness LLP will advise Pinnacle's board designee, Christine Aldridge, in connection with the meeting.
Date: June 22, 2026 (one week following the Closing Date).
Location: To be confirmed (anticipated to be held via videoconference, with dial-in information to be distributed by the Company).
Proposed Agenda:
The following items are proposed for consideration by the Board at the first post-close meeting. This list is preliminary and may be supplemented by the Company or any Board member prior to the meeting.
1.  Call to Order and Confirmation of Quorum. Confirm attendance and the establishment of a quorum under the Bylaws. Confirm the Board composition: two Common Stock designees (Dr. Amara Osei and Julian Voss), one Pinnacle designee (Christine Aldridge), and one Blackthorn designee (Diana Hershfield). Note that the fifth seat (independent director) remains vacant pending identification of a mutually agreeable candidate.
2.  Independent Director Identification. Discuss the process and timeline for identifying and appointing an independent director to the fifth Board seat. Consider formation of a nominating subcommittee and establish target candidates and criteria (industry experience, governance expertise, diversity considerations). Target completion for candidate selection: Q3 2026.
3.  Appointment or Confirmation of Officers. Confirm or ratify the appointment of the Company's officers, including Dr. Amara Osei as Chief Executive Officer, Julian Voss as Chief Technology Officer, Priya Chandrasekar as Vice President of Product, and any other officers as appropriate.
4.  Ratification of Closing Actions. Ratify all actions taken by the Board and the stockholders in connection with the Closing, including the execution and delivery of the transaction documents, the filing of the Restated Certificate, and the issuance of shares to investors and converting note holders. Authorize management and counsel to take all actions necessary to complete the post-closing filings and administrative items described in this memorandum.
5.  Approval of Updated Bylaws. If the updated Bylaws were not adopted by written consent prior to the meeting, present the proposed amended and restated Bylaws for Board review and approval. If the Bylaws were previously adopted, confirm that the Board has reviewed and is satisfied with the adopted version.
6.  Review and Approval of D&O Insurance Coverage. Present a summary of the Company's current or proposed D&O insurance coverage for Board review. If a new policy or enhanced coverage is being procured, authorize management to bind coverage within the parameters discussed.
7.  Adoption of Insider Trading Policy and Code of Conduct. If the Company does not already have an insider trading policy or corporate code of conduct in place, present proposed forms for Board adoption. These policies are advisable for a company at the Series A stage and are expected by institutional investors.
8.  Establishment of Board Meeting Schedule and Committee Structure. Discuss and adopt a regular Board meeting schedule (quarterly meetings are standard). Establish standing committees of the Board, including:
•  Audit Committee: To oversee financial reporting, internal controls, and the Company's relationship with its auditors (Pemberton & Associates CPAs LLP). Proposed composition: Christine Aldridge (Chair), Diana Hershfield, and the independent director (once appointed).
•  Compensation Committee: To oversee executive compensation, equity awards, and the administration of the 2023 Equity Incentive Plan. Proposed composition: Diana Hershfield (Chair), and the independent director (once appointed). If the independent director has not yet been appointed, an interim arrangement should be established.
9.  Financial Position and Operating Review. Presentation by Dr. Amara Osei or the Company's finance team on the Company's current financial position following the Closing. Key items for discussion:
•  Cash balance post-funding: approximately $1,100,000 in pre-existing cash plus $22,500,000 in new investment proceeds, less estimated closing costs (legal fees, filing fees, and other transaction expenses). Net cash position to be confirmed by the Company.
•  Current operating budget and projected burn rate.
•  Planned use of proceeds, including headcount growth (hiring plan for engineering, sales, and customer success), product development investments, and go-to-market activities.
•  Runway analysis based on current and projected burn rate.
10.  SOC 2 Type II Audit Progress. Update from management on the status of the Company's SOC 2 Type II audit, which is expected to be completed in Q3 2026. The audit is being conducted by Pemberton & Associates CPAs LLP (engagement partner: Diane Stratton). Discuss any outstanding items or issues that may affect the timeline or scope of the audit.
11.  Information Rights and Reporting Cadence. Review the information rights obligations under the Investors' Rights Agreement and the Pinnacle Side Letter, and establish internal processes for compliance. Key deliverables:
•  Monthly unaudited financial statements, delivered within thirty (30) days of each month-end (per the Investors' Rights Agreement).
•  Annual audited financial statements, delivered within one hundred twenty (120) days of the end of each fiscal year (auditor: Pemberton & Associates CPAs LLP).
•  Annual budget, delivered by December 15 of each year for the following fiscal year (per the Investors' Rights Agreement).
•  Pinnacle Side Letter — Enhanced Reporting: Quarterly unaudited financial statements, delivered within forty-five (45) days of the end of each fiscal quarter. Quarterly KPI dashboards, including at a minimum: annual recurring revenue (ARR), churn rate (gross and net), total customer count, and any other key performance indicators agreed upon by Pinnacle and the Company. Enhanced inspection rights as set forth in the Side Letter.
12.  Other Business. Any other matters properly brought before the Board.
Calderwood & Harkness LLP will prepare a pre-meeting briefing for Christine Aldridge in advance of the June 22 meeting and will be available during the meeting to advise on any governance or legal matters that arise.
X. Blue Sky / State Securities Notice Filings
Action Item: Make all required state securities notice filings (commonly referred to as "Blue Sky filings") in each state in which shares of Series A Preferred Stock were sold, offered, or are deemed to have been sold or offered in connection with the Financing.
Responsible Party: Fenwick, Torres & Keane LLP (primary — this is a Company obligation under applicable state securities laws). Calderwood & Harkness LLP will confirm on behalf of Pinnacle that all required filings have been made.
Deadline: Deadlines vary by state, but most states require notice filings within fifteen (15) days of the first sale of securities in the state. To ensure compliance across all jurisdictions, the target completion date for all Blue Sky filings is June 30, 2026.
Details:
The Financing was conducted in reliance on the federal exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act. Under Section 18 of the Securities Act (as preempted by the National Securities Markets Improvement Act of 1996, as amended), the states are preempted from requiring registration of securities sold in transactions covered by Rule 506. However, most states retain the authority to require issuers to file notice filings (typically consisting of a copy of the SEC Form D filing and payment of a state filing fee) in connection with Regulation D offerings.
The following states have been identified as requiring notice filings based on the locations of the investors, converting note holders, and the Company. Fenwick, Torres & Keane LLP should confirm this list and identify any additional states that may be required:
•  Delaware — State of incorporation of Quillen Technologies, Inc. Notice filing required.
•  California — Location of Pinnacle Venture Fund II LP's principal offices (450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115). California requires a Form D filing with the California Department of Financial Protection and Innovation, together with a filing fee.
•  Massachusetts — Location of Quillen Technologies' headquarters (88 Garrison Street, Floor 4, Boston, MA 02116) and the location of Harborview Angel Syndicate LLC. Massachusetts requires a Form D filing with the Massachusetts Securities Division.
•  New York — Location of Stonebridge Ventures LLC and Blackthorn Growth Fund III LP. New York requires a Form D filing with the New York Department of Law, Investor Protection Bureau, together with a filing fee.
•  Connecticut — Location of Caldwell Family Office LLC. Connecticut requires a notice filing with the Connecticut Department of Banking.
•  Other States — Fenwick, Torres & Keane LLP should confirm the state of residence of Dr. Lawrence Hu and any other note holders or offerees to determine whether additional state filings are required.
All filings are typically made in conjunction with, and by attaching a copy of, the SEC Form D filing described in Section XI below. Filing fees in each state are to be paid by the Company. Fenwick, Torres & Keane LLP should obtain filing confirmations or receipts from each state where a filing is made and retain copies in the Company's post-closing records.
Calderwood & Harkness LLP requests that Fenwick, Torres & Keane LLP provide copies of all filing confirmations to Calderwood & Harkness LLP for distribution to the Pinnacle deal team.
XI. SEC Form D Filing
Action Item: File Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission (the "SEC") in connection with the issuance of Series A Preferred Stock in the Financing.
Responsible Party: Fenwick, Torres & Keane LLP, on behalf of Quillen Technologies, Inc., as the issuer.
Deadline: Form D must be filed with the SEC no later than fifteen (15) calendar days after the first sale of securities in the offering. Based on the Closing Date of June 15, 2026, the filing deadline is June 30, 2026.
Details:
The Form D filing is required under Rule 503 of Regulation D and serves as a notice to the SEC of the Company's reliance on the Regulation D exemption from registration. The filing is made electronically through the SEC's EDGAR system. The following information should be reported on the Form D:
•  Issuer: Quillen Technologies, Inc., a Delaware corporation, EIN 93-4817265, with its principal executive offices at 88 Garrison Street, Floor 4, Boston, MA 02116.
•  Type of Securities Offered: Series A Preferred Stock.
•  Total Offering Amount: $22,500,000 in aggregate proceeds from new-money investors, plus $1,702,500 in aggregate conversion amounts from the converting note holders (to the extent the conversion shares are included in the Form D filing as a new issuance; Fenwick, Torres & Keane LLP should confirm the appropriate treatment of the conversion shares for Form D purposes).
•  Amount Sold: $22,500,000 in new-money proceeds; $1,702,500 in note conversion amounts.
•  Exemption Claimed: Rule 506(b) of Regulation D (17 C.F.R. § 230.506(b)). This is the expected exemption, as the Financing was not conducted through general solicitation or general advertising. Fenwick, Torres & Keane LLP should confirm that no general solicitation or advertising was employed in connection with the offering and that the Rule 506(b) exemption is appropriate. If the offering was conducted under Rule 506(c) (which permits general solicitation but requires verification of accredited investor status), the filing should reflect accordingly.
•  Number of Investors: Six (6) total — three (3) new-money investors (Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, and Stonebridge Ventures LLC) and three (3) converting note holders (Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu). All investors are believed to be accredited investors within the meaning of Rule 501(a) of Regulation D.
•  Sales Commissions and Finders' Fees: None. Fenwick, Torres & Keane LLP should confirm that no broker-dealer, placement agent, or finder was engaged in connection with the Financing and that no sales commissions or finders' fees were paid or are payable.
•  Related Person(s): List any related persons involved in the offering, including directors, executive officers, and promoters of the Company, as required by Form D.
In addition to the Form D for the Series A Financing, Fenwick, Torres & Keane LLP should review whether any amendment to a previously filed Form D is required in connection with the original convertible note offering (March 2024). If a Form D was filed for the convertible note issuance, an amendment may be needed to report the conversion of the notes and the issuance of Series A Preferred Stock upon conversion.
Calderwood & Harkness LLP requests that Fenwick, Torres & Keane LLP provide a draft of the Form D to Calderwood & Harkness LLP for review prior to filing. Please circulate the draft no later than June 25, 2026, to allow sufficient time for review before the filing deadline.
XII. Additional Post-Closing Action Items
A. Closing Binder Assembly
Action Item: Assemble and distribute a comprehensive final closing binder (in both physical and electronic formats, as appropriate) containing fully executed copies of all transaction documents and ancillary materials from the Financing.
Responsible Party: Calderwood & Harkness LLP (lead) and Fenwick, Torres & Keane LLP (cooperation and document contribution).
Deadline: Within thirty (30) days of the Closing (i.e., by July 15, 2026).
Contents of Closing Binder:
The closing binder should include the following documents, organized in a logical sequence and with a comprehensive table of contents and index:
1.  Series A Preferred Stock Purchase Agreement (fully executed)
2.  Amended and Restated Certificate of Incorporation (file-stamped copy from Delaware Secretary of State)
3.  Investors' Rights Agreement (fully executed)
4.  Voting Agreement (fully executed)
5.  Right of First Refusal and Co-Sale Agreement (fully executed)
6.  Management Rights Letter — Pinnacle Venture Fund II LP (fully executed)
7.  Management Rights Letter — Blackthorn Growth Fund III LP (fully executed)
8.  Indemnification Agreement — Christine Aldridge (fully executed)
9.  Side Letter — Pinnacle Venture Fund II LP (fully executed)
10.  Secretary's Certificate of Quillen Technologies, Inc.
11.  Compliance Certificate of Quillen Technologies, Inc.
12.  Bring-Down Certificate of Quillen Technologies, Inc.
13.  Board Consent of Quillen Technologies, Inc. (authorizing the Financing)
14.  Stockholder Consent of Quillen Technologies, Inc. (approving the Restated Certificate and related matters)
15.  Legal Opinion of Fenwick, Torres & Keane LLP (company counsel)
16.  Schedule of Investors (showing all shares issued, purchase prices, and wire instructions)
17.  Disclosure Schedules to the Stock Purchase Agreement
18.  Funds Flow Memorandum (detailing wire transfer instructions, amounts, and confirmations)
19.  Closing Checklist (completed)
20.  Convertible Note Conversion Documentation (conversion notices, calculations, and cancellation records)
21.  File-stamped Form D and Blue Sky filings (to be added upon completion)
22.  D&O Insurance Certificate (to be added upon receipt)
23.  Updated Bylaws (to be added upon adoption)
Distribution: Copies of the closing binder should be distributed to the following parties:
•  Pinnacle Venture Fund II LP — 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115 (Attention: Christine Aldridge and Tomas Medina)
•  Blackthorn Growth Fund III LP — c/o Whitfield & Pryor LLP
•  Stonebridge Ventures LLC
•  Quillen Technologies, Inc. — 88 Garrison Street, Floor 4, Boston, MA 02116 (Attention: Dr. Amara Osei)
•  Calderwood & Harkness LLP (retained copy)
•  Fenwick, Torres & Keane LLP (retained copy)
Electronic copies should be uploaded to the secure document management platform used by the deal team. Calderwood & Harkness LLP will circulate a final index for review before distribution.
B. QSBS Record-Keeping
Action Item: Ensure that both the Company and Pinnacle establish and maintain records supporting the potential eligibility of the Series A Preferred Stock as Qualified Small Business Stock ("QSBS") under Section 1202 of the Internal Revenue Code of 1986, as amended.
Responsible Party: Leila Nazari and Robert Jansen (Calderwood & Harkness LLP) will advise Pinnacle and the Fund's general partner on QSBS record-keeping requirements. Fenwick, Torres & Keane LLP will advise the Company on its obligations to maintain records and to provide certifications and information to stockholders as needed.
Deadline: Ongoing from the date of issuance. Initial record-keeping protocols should be established within thirty (30) days of Closing.
Details:
Section 1202 of the Internal Revenue Code provides a significant tax benefit to stockholders of qualified small business stock: up to 100% of the gain on the sale of QSBS may be excluded from federal income tax, subject to certain limitations, provided that the stock was held for more than five (5) years and certain eligibility requirements are met at the time of issuance and on an ongoing basis.
(a) Aggregate Gross Assets Test. The Company must have had aggregate gross assets of not more than $50,000,000 at the time the Series A Preferred Stock was issued (measured on an adjusted-basis methodology). The Company should maintain contemporaneous records (including balance sheets and asset schedules) documenting its aggregate gross assets as of the Closing Date. Given the $22,500,000 in Financing proceeds, careful analysis is required to confirm that the Company's aggregate gross assets (including the Financing proceeds received) did not exceed $50,000,000 at the time of issuance. This analysis was addressed in the Tax Memorandum (QSBS Eligibility Analysis) dated April 14, 2026, which should be cross-referenced and retained in the Company's files.
(b) Active Business Requirement. The Company must use at least 80% of its assets (by value) in the active conduct of one or more qualified trades or businesses. The Company's technology/SaaS business qualifies, as it is not within any of the excluded categories (professional services, banking, insurance, farming, mining, hospitality, etc.). The Company should maintain records demonstrating ongoing compliance with the active business requirement, including periodic assessments of asset utilization.
(c) Holding Period Tracking. Pinnacle Venture Fund II LP is structured as a Delaware limited partnership. For purposes of Section 1202, the QSBS exclusion passes through to Pinnacle's limited partners, but each limited partner must hold its indirect interest for a minimum of five (5) years to qualify for the full exclusion. Pinnacle Capital Management LLC (the general partner entity, EIN 88-3471082) and Pinnacle Venture Fund II LP (EIN 88-3529104) should maintain records at the fund level documenting (i) the date of issuance of the QSBS, (ii) the per-share cost basis, and (iii) the holding period for each limited partner's allocable share. This information will be required for pass-through reporting to limited partners on Schedule K-1.
(d) C-Corporation Requirement. The Company must be a domestic C-corporation at all times during the stockholder's holding period. The Company should not elect S-corporation status or convert to a pass-through entity without first considering the QSBS implications and consulting with counsel.
C. Convertible Note Administrative Wind-Down
Action Item: Complete the administrative wind-down of the three convertible promissory notes issued by the Company on March 15, 2024, which converted into shares of Series A Preferred Stock at Closing.
Responsible Party: Fenwick, Torres & Keane LLP and Quillen Technologies, Inc.
Deadline: Within fifteen (15) business days of the Closing (i.e., by July 7, 2026).
Details:
(a) Note Cancellation. Confirm that the original convertible note instruments for all three note holders have been physically or electronically marked as "Cancelled" or "Converted" and are retained in the Company's permanent corporate records:
•  Harborview Angel Syndicate LLC — $750,000 principal amount
•  Caldwell Family Office LLC — $500,000 principal amount
•  Dr. Lawrence Hu — $250,000 principal amount
(b) Conversion Confirmation Letters. Fenwick, Torres & Keane LLP should prepare and issue conversion confirmation letters to each note holder, specifying:
•  Original principal amount of the note;
•  Accrued and unpaid interest amount (calculated from the date of issuance, March 15, 2024, through the Closing Date, June 15, 2026, at the applicable interest rate stated in the note);
•  Total conversion amount (principal plus accrued interest);
•  Conversion price ($2.00 per share, reflecting the discount from the Series A price as set forth in the note terms);
•  Number of shares of Series A Preferred Stock issued upon conversion; and
•  Applicable restrictive legends on the shares.
(c) Bank Coordination. Confirm with Crescent National Bank (the Company's primary depository bank) that no further obligations exist under the convertible notes, including any escrow, custody, or security arrangements. If any of the note instruments were held by the bank, coordinate their retrieval and cancellation.
(d) Company Records. Update the Company's books and records to reflect the satisfaction and extinguishment of all obligations under the convertible notes. The promissory notes should no longer appear as liabilities on the Company's balance sheet, and the conversion shares should be reflected in the capitalization table and stock ledger.
D. Employee Notification and Equity Plan Administration
Action Item: Notify the Company's employees of the Series A Financing as appropriate and complete all equity plan administrative updates necessitated by the Financing.
Responsible Party: Quillen Technologies (Dr. Amara Osei, Priya Chandrasekar, and the Company's human resources and general & administrative team), with assistance from Fenwick, Torres & Keane LLP.
Deadline: Within thirty (30) days of the Closing (i.e., by July 15, 2026).
Details:
(a) Equity Incentive Plan Update. The Company's 2023 Equity Incentive Plan (the "Plan") has been amended in connection with the Financing to increase the total number of shares of Common Stock authorized for issuance under the Plan from 1,500,000 shares to 3,000,000 shares. The Company should update its Plan documents, board minutes, and stockholder consent records to reflect this amendment. Of the 3,000,000 authorized shares, 1,200,000 shares have been granted (as stock options or other equity awards to employees, advisors, or consultants), and 1,800,000 shares remain available for future grants.
(b) Option Grant Notices. Issue updated option grant notices (or other applicable equity award documentation) to existing option holders, to the extent required by the terms of their original option agreements, reflecting the new authorized share count under the Plan and any changes to exercise prices, vesting schedules, or other terms that may have resulted from the Financing or the adoption of the Restated Certificate.
(c) New Grants. For any new grants from the expanded option pool that the Company intends to make following the Closing, ensure that each grant complies with the terms of the Plan, is approved by the Board or the compensation committee (once established at the first post-close Board meeting), and is priced at fair market value based on a current 409A valuation.
(d) 409A Valuation. The Company should engage a qualified independent valuation firm to prepare an updated Section 409A valuation of the Company's Common Stock to support any option grants made after the Series A Closing. The Series A price of $5.00 per share for the Preferred Stock will be a significant data point in the 409A valuation analysis, and the fair market value of Common Stock is expected to increase meaningfully from the pre-Financing level. The Company should not issue any new option grants until an updated 409A valuation has been obtained. Fenwick, Torres & Keane LLP should advise the Company on the appropriate timing for the valuation engagement.
(e) Employee Communications. The Company should prepare internal communications to employees regarding the Financing, to the extent appropriate and consistent with applicable securities laws. Such communications may include a general announcement of the Financing, introduction of new Board members, and an overview of the Company's strategic plans for the use of the Financing proceeds. All employee communications should be reviewed by Fenwick, Torres & Keane LLP before distribution.
E. Intellectual Property Filings and Maintenance
Action Item: Confirm that all intellectual property filings and maintenance obligations of the Company remain current and in good standing, and that no IP-related deadlines were missed or are imminent.
Responsible Party: Fenwick, Torres & Keane LLP (or the Company's IP counsel, if separate); Quillen Technologies (Julian Voss, Chief Technology Officer).
Deadline: Ongoing; initial confirmation of status should be completed within thirty (30) days of the Closing (by July 15, 2026).
Details:
(a) Patent Applications. The Company has two (2) pending U.S. utility patent applications, which were filed with the United States Patent and Trademark Office (USPTO) in August 2024. Fenwick, Torres & Keane LLP should confirm the current prosecution status of each application, including whether any office actions have been received and whether any response deadlines are approaching. The patent applications relate to the Company's core technology platform and represent significant intellectual property assets of the Company.
(b) Trademark Application. The Company filed a trademark application for the mark "MOSAIC" with the USPTO in November 2024. Fenwick, Torres & Keane LLP should confirm the prosecution status of the trademark application, including whether the mark has been published for opposition, whether any office actions or refusals have been issued, and whether any deadlines for response are approaching.
(c) Domain Registration. Confirm that the domain name registration for quillentech.io remains current and in good standing, and that the domain is registered in the name of Quillen Technologies, Inc. (not in the personal name of any founder or third party). Confirm the domain registration expiration date and set a reminder for renewal.
(d) Invention Assignment Agreements. Confirm that all employees of the Company (including any new hires since the last review) have executed the Company's standard Confidential Information and Invention Assignment Agreement (CIIAA) or equivalent, and that all such agreements are on file in the Company's records. This is particularly important for any employees involved in the development of the Company's proprietary technology and the patent-pending inventions.
F. Ongoing Compliance Obligations Under Transaction Documents
Action Item: Establish an internal compliance calendar and tracking system for all ongoing obligations of the Company (and, where applicable, of the investors) under the transaction documents executed in connection with the Financing.
Responsible Party: Quillen Technologies (primary, as the party with the majority of ongoing obligations); monitored by Pinnacle (Christine Aldridge and Tomas Medina) with the support of Calderwood & Harkness LLP.
Deadline: The compliance calendar should be established and circulated within thirty (30) days of the Closing. Compliance with individual obligations is ongoing from the Closing Date.
Key Recurring Obligations:
•  Monthly Financial Statements. The Company is required to deliver unaudited monthly financial statements (including a balance sheet, income statement, and cash flow statement) to each Major Investor (as defined in the Investors' Rights Agreement) within thirty (30) days of each month-end. The first monthly deliverable under this obligation will be the financial statements for the month of June 2026, due by July 30, 2026.
•  Quarterly Financial Statements and KPI Dashboards (Pinnacle Side Letter). Pursuant to the Side Letter between the Company and Pinnacle, the Company is required to deliver quarterly unaudited financial statements to Pinnacle within forty-five (45) days of the end of each fiscal quarter, accompanied by a quarterly KPI dashboard. The KPI dashboard must include, at a minimum: annual recurring revenue (ARR), churn rate (gross and net), total customer count, and any other metrics mutually agreed upon by the Company and Pinnacle. Pinnacle also has enhanced inspection rights under the Side Letter, which include the right to visit the Company's offices, examine its books and records, and discuss its affairs with its officers, all upon reasonable advance notice.
•  Annual Audited Financial Statements. The Company is required to deliver annual audited financial statements (audited by an independent accounting firm of national recognition or otherwise acceptable to the investors) within one hundred twenty (120) days of the end of each fiscal year. The Company's auditor is Pemberton & Associates CPAs LLP. The first annual deliverable under this o

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