WRITTEN CONSENT OF THE STOCKHOLDERS OF QUILLEN TECHNOLOGIES, INC.
IN LIEU OF A SPECIAL MEETING
Adopted as of [Insert Date], 2026
Pursuant to Section 228 of the General Corporation Law of the State of Delaware
The undersigned, constituting the holders of at least a majority of the outstanding shares of capital stock of Quillen Technologies, Inc., a Delaware corporation (the "Company"), entitled to vote thereon, hereby consent to and adopt the following resolutions in lieu of a special meeting of the stockholders of the Company, pursuant to Section 228 of the General Corporation Law of the State of Delaware (the "DGCL") and the Company's Amended and Restated Certificate of Incorporation and Bylaws, as each may be amended and/or restated from time to time. This consent is being executed and delivered as of the date first set forth above and shall be effective as of such date. This consent shall have the same force and effect as if the resolutions set forth herein had been duly adopted at a special meeting of the stockholders of the Company, duly called and held in accordance with the DGCL and the Company's Amended and Restated Certificate of Incorporation and Bylaws, at which a quorum was present and acting throughout.
[Guidance: This consent must be executed by holders of at least a majority of the outstanding shares of Common Stock and Series Seed Preferred Stock of the Company, voting together as a single class on an as-converted basis, or such greater percentage as may be required by the Company's Certificate of Incorporation or the DGCL for any specific action set forth herein.]
RECITALS
WHEREAS, the Company is a Delaware corporation, incorporated on [Insert date of incorporation], and is in good standing under the laws of the State of Delaware;
WHEREAS, the Board of Directors of the Company (the "Board") has approved, and recommended that the stockholders of the Company approve, a Series A Preferred Stock financing (the "Series A Financing") pursuant to which the Company will issue and sell shares of its Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), to certain investors;
WHEREAS, in connection with the Series A Financing, the Board has approved and adopted, subject to stockholder approval, an Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") to be filed with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference;
WHEREAS, the Restated Certificate, among other things, (a) authorizes the issuance of shares of Series A Preferred Stock and establishes the rights, preferences, privileges, and restrictions thereof, (b) increases the total number of authorized shares of capital stock of the Company, and (c) effects such other amendments to the Company's certificate of incorporation as are set forth therein;
WHEREAS, in connection with the Series A Financing, the Board has approved an increase in the number of shares of Common Stock reserved for issuance under the Company's 2023 Equity Incentive Plan (the "Plan") from [Insert current authorized amount] shares to [Insert proposed authorized amount] shares (the "Option Pool Expansion"), and has recommended that the stockholders of the Company approve the Option Pool Expansion and the corresponding amendment to the Plan;
WHEREAS, the Board has approved, and recommended that the stockholders approve, the Company's entry into certain agreements in connection with the Series A Financing, including a Series A Preferred Stock Purchase Agreement by and among the Company and the investors named therein (the "Purchase Agreement"), an Investors' Rights Agreement, a Voting Agreement, and a Right of First Refusal and Co-Sale Agreement, and related ancillary documents and instruments (collectively with the Restated Certificate, the "Transaction Documents");
WHEREAS, the Board has determined that the Series A Financing, the Restated Certificate, the Option Pool Expansion, and the Transaction Documents are advisable and in the best interests of the Company and its stockholders, and has recommended that the stockholders of the Company approve each of the foregoing; and
WHEREAS, pursuant to Section 228 of the DGCL, any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, and shall be delivered to the corporation in accordance with Section 228 of the DGCL.
NOW, THEREFORE, the undersigned stockholders hereby adopt the following resolutions:
1. APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit A (the "Restated Certificate"), including all amendments, restatements, and modifications set forth therein, is hereby approved and adopted in all respects.
RESOLVED FURTHER, that the Restated Certificate shall be filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, and that the officers of the Company are hereby authorized and directed to execute and file the Restated Certificate with the Secretary of State of the State of Delaware, and to take all such further actions as may be necessary or appropriate to effectuate the filing thereof, including, without limitation, the payment of all filing fees and the execution and delivery of any certificates, instruments, or other documents required in connection therewith.
RESOLVED FURTHER, that the Restated Certificate shall become effective upon its filing with the Secretary of State of the State of Delaware, or at such later time as may be specified therein in accordance with the DGCL.
[Guidance: The Restated Certificate will, among other things: (a) authorize the creation and issuance of shares of Series A Preferred Stock, including the designation of the rights, preferences, privileges, and restrictions of such series; (b) set forth the amended authorized capital stock of the Company, including authorized shares of Common Stock and Preferred Stock; and (c) establish protective provisions, liquidation preferences, anti-dilution protections, dividend rights, conversion rights, and voting rights for the Series A Preferred Stock, all as set forth in the Restated Certificate.]
2. APPROVAL OF THE INCREASE IN AUTHORIZED SHARES
RESOLVED, that the increase in the total number of authorized shares of capital stock of the Company, from [Insert current authorized amount] shares to [Insert new authorized amount] shares, as set forth in Article IV of the Restated Certificate, is hereby approved in all respects, including the authorization of:
(a) [Insert number] shares of Common Stock, par value $0.0001 per share;
(b) [Insert number] shares of Preferred Stock, par value $0.0001 per share, of which (i) [Insert number] shares are designated as Series Seed Preferred Stock and (ii) [Insert number] shares are designated as Series A Preferred Stock;
all as more particularly set forth in the Restated Certificate.
[Guidance: Specify the increase from [Insert current authorized amount] shares to [Insert new authorized amount] shares, including the authorized number of shares of Common Stock, Series Seed Preferred Stock, and Series A Preferred Stock, as detailed in the Restated Certificate.]
3. APPROVAL OF THE OPTION POOL EXPANSION
RESOLVED, that the increase in the number of shares of Common Stock of the Company reserved for issuance under the Company's 2023 Equity Incentive Plan (the "Plan") from [Insert current pool size] shares to [Insert new pool size] shares is hereby approved in all respects.
RESOLVED FURTHER, that the amendment to the Plan to reflect such increase, in substantially the form approved by the Board, is hereby approved and adopted in all respects, and the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to implement such amendment, including, without limitation, the execution and delivery of any amendments to the Plan document, the filing of any required notices or registrations with applicable governmental or regulatory authorities, and the issuance of shares of Common Stock pursuant to awards granted under the Plan, as amended.
[Guidance: The Option Pool Expansion will add [Insert number of additional shares] shares to the Plan, resulting in a total of [Insert new pool size] authorized shares under the Plan, of which [Insert number] shares are currently subject to outstanding awards and [Insert number] shares will be available for future issuance.]
4. APPROVAL OF THE SERIES A FINANCING AND TRANSACTION DOCUMENTS
RESOLVED, that the Series A Financing, including the issuance and sale of shares of Series A Preferred Stock of the Company pursuant to the Purchase Agreement, at the price per share and on the terms and conditions set forth in the Purchase Agreement and the Restated Certificate, and the issuance of shares of Series A Preferred Stock upon conversion of the Company's outstanding convertible promissory notes, is hereby approved in all respects.
RESOLVED FURTHER, that the execution, delivery, and performance by the Company of each of the Transaction Documents, including the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, and the Right of First Refusal and Co-Sale Agreement, in substantially the forms approved by the Board, together with any schedules, exhibits, and ancillary documents and instruments contemplated thereby or executed in connection therewith, are hereby approved in all respects.
RESOLVED FURTHER, that the issuance and sale of shares of Series A Preferred Stock to the investors listed in the Schedule of Investors attached to the Purchase Agreement, at the price per share and on the terms and conditions set forth in the Purchase Agreement and the Restated Certificate, is hereby approved, and that such shares, when issued and sold in accordance with the Purchase Agreement, shall be validly issued, fully paid, and nonassessable.
RESOLVED FURTHER, that the conversion of the Company's outstanding convertible promissory notes into shares of Series A Preferred Stock (or, if applicable, a shadow series of Series A Preferred Stock) at the conversion price and on the terms set forth in such notes and the Purchase Agreement, is hereby approved, and that the shares of Series A Preferred Stock (or shadow series thereof) issuable upon such conversion, when issued in accordance with the terms of such notes and the Purchase Agreement, shall be validly issued, fully paid, and nonassessable.
[Guidance: Confirm that the aggregate number of shares of Series A Preferred Stock to be issued includes both shares issued for new cash investment and shares issued upon conversion of outstanding convertible notes, all as detailed in the Purchase Agreement and Schedule of Investors.]
5. APPROVAL OF FOUNDER VESTING ARRANGEMENTS
RESOLVED, that, to the extent required by the Transaction Documents or applicable law, the vesting arrangements applicable to shares of Common Stock held by the Company's founders and other key holders, as contemplated by the Transaction Documents, including any restricted stock purchase agreements, stock restriction agreements, or similar agreements to be entered into by such persons in connection with the Series A Financing, are hereby approved in all respects.
[Guidance: If the Transaction Documents impose new vesting schedules or restrictions on shares of Common Stock held by founders or other key holders, include this resolution. Describe the applicable vesting terms (e.g., four-year vesting with a one-year cliff, with credit for prior service). If not applicable, this section may be omitted.]
6. GENERAL AUTHORIZATION
RESOLVED, that the officers of the Company, and each of them, acting singly or together, are hereby authorized and directed, in the name of and on behalf of the Company, to execute and deliver such documents, instruments, agreements, certificates, and notices, and to take such further actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions, including, without limitation, the execution and filing of any certificates, reports, or other documents with any federal, state, or local governmental or regulatory authority, the execution and delivery of any closing certificates, secretary's certificates, or officer's certificates, the payment of any fees, expenses, or taxes, and the performance of any and all other acts and things that may be required or advisable in connection with the foregoing resolutions, the execution and delivery of any such documents or the taking of any such actions to be conclusive evidence of such officer's approval thereof and of the authority granted hereby.
RESOLVED FURTHER, that any and all actions taken by any officer or director of the Company prior to the date of this Written Consent that are within the authority conferred by the foregoing resolutions and that are consistent with the intent and purposes thereof, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
7. EFFECTIVENESS; COUNTERPARTS
This Written Consent may be executed in any number of counterparts, including by means of facsimile or portable document format (.pdf) transmission or other form of electronic signature (including Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act and/or the Uniform Electronic Transactions Act), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
This Written Consent shall be effective as of the date first written above. A copy of this Written Consent shall be filed with the minutes of the proceedings of the stockholders of the Company and maintained in the corporate records of the Company in accordance with Section 228(e) of the DGCL.
Any stockholder who has executed this Written Consent may revoke such consent at any time prior to the time at which written consents signed by the holders of the number of shares required to authorize the action set forth herein shall have been delivered to the Company, by delivering a written notice of revocation to the Secretary of the Company at the Company's principal executive offices. No such revocation shall be effective after such time.
This Written Consent relates only to the actions set forth herein and shall not be construed as conferring authority for any other purpose or granting any further consent.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF QUILLEN TECHNOLOGIES, INC.
[Guidance: The following signature pages should be executed by holders of at least a majority of the outstanding shares of capital stock of the Company entitled to vote on the matters set forth herein. Each signatory should indicate (i) the name of the stockholder, (ii) the class and series of stock held, (iii) the number of shares held, and (iv) the date of execution.]
Individual Stockholder Signature Page
The undersigned stockholder hereby executes this Written Consent of the Stockholders of Quillen Technologies, Inc. as of the date set forth below.
[STOCKHOLDER NAME]
________________________________________
Name: [Insert name]
Title (if applicable): [Insert title]
Class/Series of Stock: [Insert — e.g., Common Stock / Series Seed Preferred Stock] Number of Shares: [Insert]
Date: ____
Entity Stockholder Signature Page
The undersigned stockholder hereby executes this Written Consent of the Stockholders of Quillen Technologies, Inc. as of the date set forth below.
[ENTITY NAME]
By: ________
Name: [Insert name]
Title: [Insert title]
Class/Series of Stock: [Insert — e.g., Common Stock / Series Seed Preferred Stock] Number of Shares: [Insert]
Date: ____
[Guidance: Include a separate signature page for each stockholder expected to execute this consent. The list of stockholders to be included should be coordinated with company counsel (Fenwick, Torres & Keane LLP) based on the Company's current stockholder records and the capitalization table as of the date immediately prior to the closing of the Series A Financing. Ensure that the aggregate shares represented by the signatories constitute the requisite majority (or such greater threshold as may be required for any specific action set forth herein).
Prepare individual signature pages for each of the following categories of stockholders, as applicable:
• Holders of Common Stock (founders and other holders)
• Holders of Series Seed Preferred Stock
• Any other holders of capital stock of the Company entitled to vote on the matters set forth herein
Each signature page should be prepared on a separate page for ease of execution and assembly. Partially executed counterparts may be collected and assembled by company counsel or investor counsel, as agreed by the parties.]
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUILLEN TECHNOLOGIES, INC.
[Guidance: Attach the final form of the Amended and Restated Certificate of Incorporation as approved by the Board of Directors. This exhibit should be the same form attached to or referenced in the Board Consent and the form to be filed with the Secretary of State of the State of Delaware at the closing of the Series A Financing. The Restated Certificate should be in the form negotiated and agreed upon by the Company, the investors, and their respective counsel.]
[Exhibit A — To Be Attached]
EXHIBIT B
AMENDED 2023 EQUITY INCENTIVE PLAN OF QUILLEN TECHNOLOGIES, INC.
[Guidance: If the Option Pool Expansion requires a formal amendment to the Plan document, attach the amended Plan or the relevant amendment hereto as Exhibit B. If the Plan permits the Board to increase the authorized share pool without a separate plan amendment document (e.g., pursuant to an evergreen provision or board discretion clause), this exhibit may be omitted. Coordinate with company counsel to confirm whether a plan amendment document is required.]
[Exhibit B — To Be Attached, If Applicable]
Document prepared by: Calderwood & Harkness LLP, on behalf of Pinnacle Venture Fund II LP. Draft notation: DRAFT — [Insert draft number and date — e.g., "Draft 1 — [Date]"]. This document is a form template and closing deliverable prepared in connection with the Series A Preferred Stock financing of Quillen Technologies, Inc. Internal Matter No. 1002-00002. Remove this notation and document control footer from the final execution version if requested by company counsel.