Gregory,
I hope this note finds you well. As you know, our firm represents Pinnacle Venture Fund II LP in connection with its prospective Series A preferred stock investment in Quillen Technologies, Inc. With the exclusivity period having commenced today, April 18, running for 45 days through June 2, 2026, I wanted to get the due diligence process underway without delay. As discussed among the parties, we are targeting a due diligence period of April 18 through May 23, with a target signing and closing of June 15, 2026.
**Due Diligence Request List**
Attached for your review is our comprehensive due diligence request list (due-diligence-request-list.xlsx). The request list is organized across the following categories: Corporate Organization, Capitalization, intellectual Property, Material Contracts, Litigation, Employee/HR Matters, Tax, Regulatory/Compliance, Insurance, Real Property, Privacy & Data Security, and Financial. Each line item includes an item number, a description of the requested document or information, a responsible party column, and a status column to facilitate tracking as materials are produced.
We would appreciate it if your team could coordinate with the Quillen Technologies team — specifically Dr. Amara Osei, Julian Voss, or the appropriate company contacts — to begin assembling and uploading responsive materials as promptly as practicable.
**Priority Items**
Given the deal timeline and Quillen's limited remaining runway (approximately 2.6 months of cash at current burn), early production of the following categories would be particularly helpful:
- **Corporate Organization:** The Certificate of Incorporation as filed on July 12, 2023 (DE File Number 7384219), current bylaws, all board and stockholder minutes and written consents, a recent Delaware certificate of good standing, and Massachusetts foreign qualification documentation.
- **Capitalization:** A fully detailed capitalization table reflecting all outstanding Common Stock (8,000,000 shares), Series Seed Preferred Stock (2,500,000 shares), outstanding options under the 2023 Equity Incentive Plan (1,200,000 granted out of 2,000,000 authorized shares, with 800,000 remaining in the unissued pool), and the convertible notes ($1,500,000 in aggregate principal amount issued March 15, 2024 to Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu). We will also need copies of the convertible note instruments themselves and the extension agreement extending the maturity date to June 30, 2026.
- **intellectual Property:** Documentation for the two pending U.S. utility patent applications (filed August 2024), the USPTO trademark application for "MOSAIC" (filed November 2024), domain registration records for quillentech.io, all inventor and employee IP assignment agreements, and a complete open-source software inventory and bill of materials for the Mosaic platform.
- **Privacy & Data Security:** Quillen's current privacy policies, customer data processing agreements (DPAs), the SOC 2 Type I report completed in January 2026 by Pemberton & Associates CPAs LLP, a status update on the SOC 2 Type II audit (which we understand is expected in Q3 2026), information security policies, and the company's incident response plan.
- **Material Contracts:** Key SaaS subscription agreements, cloud hosting and data-provider vendor agreements, employment agreements for founders and key employees (including Priya Chandrasekar, VP of Product), and any contracts containing change-of-control or consent-to-assignment provisions.
**Data Room and Logistics**
Could you let us know how Quillen intends to make documents available — whether through a virtual data room or another document-sharing platform — and provide access credentials for the Calderwood & Harkness and Pinnacle deal teams at your earliest convenience? We would also ask that responsive materials be indexed by request list item number so that we can efficiently track production against the request list.
On the Pinnacle side, Tomas Medina (Vice President) is leading the business and technical due diligence workstreams and may be in direct contact with the Quillen team for operational and technical items. Legal diligence will be coordinated through our team here at Calderwood & Harkness.
**Regulatory / Compliance**
One additional note: we will be conducting an analysis of whether the Mosaic platform raises any issues under the Investment Advisers Act of 1940, given that the platform provides portfolio analytics to institutional asset managers. We may have follow-up questions on this topic as our analysis progresses. In the meantime, if there is any existing legal analysis or correspondence addressing this point, we would appreciate receiving it as part of the initial production.
**Timeline**
I want to underscore the importance of moving expeditiously given the June 15, 2026 target closing date and the 45-day exclusivity window. Our team is targeting circulation of draft definitive documents by May 16, 2026, so having substantially complete diligence by early-to-mid May would be ideal. That said, we are happy to discuss prioritization if the volume of requests requires sequencing — we recognize this is a significant lift and want to be thoughtful about the order of operations.
**Confidentiality**
As a reminder, all materials produced in connection with this process should be treated as confidential and subject to the existing NDA between the parties.
**Next Steps**
Would you and your team be available for a call early next week to walk through the request list and discuss logistics? We are happy to work around your schedule. Please let us know what works, and we will circulate an invitation.
Thank you in advance, Gregory — we appreciate your and Sophie's help in getting this process moving and look forward to working with your team on this transaction.
Best regards,
**Rachel Bernstein** Partner Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105 Phone: (415) 528-7300 Email: rbernstein@calderwoodharkness.com
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