ip-due-diligence-memo.docx

1002-00002 · Pinnacle Venture Fund II LP · Diligence/IP

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CALDERWOOD & HARKNESS LLP 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum and all attachments hereto are protected by the attorney-client privilege and/or the attorney work product doctrine. This document is intended solely for the use of the addressees named herein. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.

MEMORANDUM

TO: Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina, Vice President, Due Diligence, Pinnacle Venture Fund II LP Rachel Bernstein, Responsible Partner, Calderwood & Harkness LLP

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

DATE: May 5, 2026

RE: intellectual Property Due Diligence Memorandum — Quillen Technologies, Inc. (Series A Preferred Stock Financing)

MATTER NO.: 1002-00002

BILLING CODE: 78412.001

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I. Executive Summary

This memorandum summarizes the results of the intellectual property due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with Pinnacle Venture Fund II LP's ("Pinnacle" or the "Fund") proposed $14,000,000 lead investment in the $22,500,000 Series A Preferred Stock financing (the "Series A Financing") of Quillen Technologies, Inc. ("Quillen" or the "Company"), a Delaware C-corporation headquartered at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116.

Quillen's core intellectual property centers on the "Mosaic" platform, an AI-driven portfolio analytics and risk-attribution software-as-a-service ("SaaS") platform that is sold on a subscription basis to institutional asset managers, pension consultants, endowment managers, and related market participants. The Mosaic platform represents the Company's principal product offering and is central to the Company's valuation and the investment thesis underpinning the proposed Series A Financing. Accordingly, the integrity and defensibility of the Company's intellectual property rights in and to the Mosaic platform are matters of critical importance to Pinnacle's investment decision.

The formal due diligence review period commenced on April 18, 2026, and is expected to conclude on May 23, 2026. This memorandum reflects all materials received and reviewed through May 5, 2026. We expect to receive additional materials during the remainder of the review period and will supplement or update this memorandum as appropriate.

All materials were provided by Quillen Technologies through its outside counsel, Fenwick, Torres & Keane LLP ("Ostrander Solutions"), with Gregory Navarro serving as Lead Partner and Sophie Marchetti serving as Associate. Ostrander Solutions's offices are located at 200 Clarendon Street, Suite 3400, Boston, Massachusetts 02116. Materials were delivered via a virtual data room hosted on Crestline Solutions and supplemented by several direct email transmissions from Ostrander Solutions to our team.

Overall Assessment. Based on our review of the materials provided to date, we conclude that Quillen Technologies' intellectual property portfolio is generally consistent with the expectations for a company at Quillen's stage of development. The ownership chain for the Mosaic platform appears to be clean, with valid assignment agreements in place from the Company's co-founders and employees. The Company has two pending U.S. utility patent applications and a pending trademark application for the "MOSAIC" mark, both of which are in relatively early stages of prosecution. The Company's open-source software compliance posture is favorable, as the identified dependencies are limited to permissive licenses (Apache License 2.0 and MIT License) with no copyleft or GPL-family components identified. No IP-related litigation, disputes, or threatened claims have been identified.

That said, we have identified several key areas that merit continued monitoring and, in certain cases, further diligence or post-closing action. These include: (i) the pending patent prosecution status, for which we have not yet received the specific application numbers or complete prosecution file histories; (ii) the trademark registration process for the "MOSAIC" mark, which carries inherent risk given the commonality of the word; and (iii) the absence of a formal open-source software compliance policy, which we recommend be adopted as a post-closing governance matter. These matters are discussed in greater detail below, and specific open items and follow-up actions are catalogued in Section XII of this memorandum.

II. Scope of Review

A. Categories Examined

Our due diligence review encompassed the following categories of intellectual property and related matters:

1. Platform Ownership and IP Assignment Chain. We examined the chain of title for all intellectual property embodied in the Mosaic platform, including founder assignments, employee assignments, and contractor assignments, to confirm that Quillen Technologies, Inc. is the sole and exclusive owner of all material Company IP.

2. Patent Applications. We reviewed the Company's pending U.S. utility patent applications, including available filing documentation, inventor designations, and assignment records.

3. Trademark Registrations and Applications. We reviewed the Company's pending trademark application for the "MOSAIC" mark, including a preliminary search of the USPTO Trademark Electronic Search System ("TESS") database for potentially conflicting marks.

4. Domain Names. We reviewed the Company's domain name registrations, including registrant details, renewal status, and any evidence of domain disputes or Uniform Domain-Name Dispute-Resolution Policy ("UDRP") proceedings.

5. Open-Source Software Dependencies and Licensing Compliance. We reviewed the software bill of materials ("SBOM") provided by the Company's CTO, Julian Voss, identifying all open-source libraries and components incorporated into the Mosaic platform, and assessed the licensing terms applicable to each.

6. Employee and Contractor Invention Assignment and Confidentiality Agreements. We reviewed the Proprietary Information and Inventions Assignment Agreements ("PIIAs") executed by the Company's co-founders, key executives, and a representative sample of engineering employees, as well as contractor agreements containing IP assignment provisions.

7. Third-Party IP Licenses. We reviewed the Company's material inbound IP licenses, including licenses for third-party data feeds and APIs used within the Mosaic platform.

8. IP-Related Litigation and Disputes. We inquired into and reviewed available materials regarding any pending or threatened IP-related litigation, cease-and-desist correspondence, or other IP disputes.

9. IP-Related Representations and Warranties for the Series A SPA. We reviewed the draft IP representations and warranties anticipated to be included in the Series A Preferred Stock Purchase Agreement and prepared recommendations for the definitive agreement.

B. Materials Reviewed

In conducting our review, we examined the following categories of materials, among others:

• Corporate formation documents, including the Company's Certificate of Incorporation filed with the Delaware Secretary of State on July 12, 2023 (Delaware File Number 7384219), and subsequent amendments thereto.

• Proprietary Information and Inventions Assignment Agreements executed by the Company's co-founders (Dr. Amara Osei and Julian Voss) and key executives (Priya Chandrasekar, VP of Product).

• A representative sample of Proprietary Information and Inventions Assignment Agreements executed by engineering employees (10 out of 24 engineering employees).

• Patent application filings and related documentation, as provided by Ostrander Solutions.

• USPTO records for patent and trademark matters, as available through public databases.

• Employment agreements and offer letters for key personnel.

• Independent contractor agreements containing IP assignment provisions.

• The software bill of materials listing open-source dependencies, as provided by Julian Voss.

• Customer agreements and related terms of service, reviewed for IP-related provisions including indemnification, license grants, and IP ownership clauses.

• The Quillen Technologies 2023 Equity Incentive Plan documentation, reviewed for any IP-related provisions or conditions.

• Domain name registration records for quillentech.io.

• Correspondence and representations from company counsel (Ostrander Solutions) regarding the Company's IP portfolio.

C. Financial Records Reference

Certain financial records relating to IP-related expenditures (including capitalized software development costs and patent prosecution expenses) were referenced in the course of our review. These records were audited or reviewed by Pemberton & Associates CPAs LLP, with Diane Stratton, CPA, serving as Engagement Partner. While our review did not extend to a full audit of IP-related financial expenditures, we note the availability of these records for reference purposes.

III. Ownership of the Mosaic Platform

A. Platform Description

The Mosaic platform is an AI-driven portfolio analytics and risk-attribution platform delivered as a software-as-a-service offering on a subscription basis. The platform is designed to serve institutional asset managers, pension consultants, endowment managers, and related institutional investors by providing advanced analytics capabilities, including multi-factor risk attribution, portfolio optimization modeling, scenario analysis, and performance benchmarking. The platform leverages proprietary machine learning algorithms and data processing methodologies that the Company represents constitute its core competitive differentiation.

The Mosaic platform has been developed in-house by the Quillen engineering team. As of the date of this memorandum, the Company employs twenty-four (24) engineers out of a total current headcount of thirty-eight (38) full-time employees. The platform's core architecture and algorithms were initially developed by the Company's two co-founders, Dr. Amara Osei and Julian Voss, commencing prior to and continuing after the Company's incorporation in July 2023. Subsequent development has been carried out by the broader engineering team, with significant contributions from Priya Chandrasekar, who joined the Company as Vice President of Product in January 2025.

B. Founder IP Assignment

Both co-founders executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") at or around the time of the Company's incorporation on July 12, 2023.

Dr. Amara Osei. Dr. Osei, Co-Founder and Chief Executive Officer, executed a PIIA dated on or about July 12, 2023, assigning to Quillen Technologies, Inc. all intellectual property developed in connection with the Mosaic platform and the Company's business. Dr. Osei's PIIA was reviewed in full. The agreement covers: (i) all prior inventions related to the Mosaic platform that were developed by Dr. Osei prior to incorporation and that are listed on the schedule of prior inventions attached to the PIIA; (ii) all inventions, developments, improvements, and discoveries conceived, made, or reduced to practice by Dr. Osei, either alone or jointly with others, during the course of her employment with the Company; and (iii) all work product and copyrightable works created by Dr. Osei in the course of her employment. The schedule of prior inventions attached to Dr. Osei's PIIA was reviewed and does not contain any carve-outs or reservations that would conflict with the Company's ownership of the Mosaic platform or any component thereof.

Julian Voss. Mr. Voss, Co-Founder and Chief Technology Officer, executed a comparable PIIA dated on or about July 12, 2023, containing substantively identical assignment provisions. Mr. Voss's PIIA similarly covers prior inventions related to the Mosaic platform, inventions created during the course of employment, and work product and copyrightable works. The schedule of prior inventions attached to Mr. Voss's PIIA was reviewed and does not contain any carve-outs or reservations that would conflict with the Company's ownership of the Mosaic platform.

Based on our review, the assignments executed by both co-founders appear to be valid assignments of copyright and patent rights under applicable provisions of federal law (including 17 U.S.C. § 201(b) and 35 U.S.C. § 261) and applicable state law. The assignments are in writing, are signed by the respective assignors, and adequately describe the subject matter being assigned.

C. Chain of Title

We conducted a review of the chain of title for the intellectual property embodied in the Mosaic platform with a focus on identifying any potential claims by prior employers, academic institutions, or third parties.

Dr. Osei's Prior Academic Affiliation. Dr. Osei was previously affiliated with a research university in a faculty capacity. We reviewed available materials relating to Dr. Osei's prior academic employment, including the university's intellectual property policy as applicable to faculty members. Based on this review, we did not identify any conflicting IP assignment obligations that would give rise to a claim by the university to any portion of the Mosaic platform's intellectual property. Dr. Osei has represented that her work on the Mosaic platform was not conducted using university resources, was not within the scope of her academic duties, and was not subject to any sponsored research agreements or similar arrangements.

Julian Voss's Prior Employment. Mr. Voss was previously employed by a technology company in a software engineering capacity. We reviewed Mr. Voss's prior employment agreement, including any non-competition, non-solicitation, and intellectual property assignment provisions contained therein. Based on this review, we did not identify any conflicting non-competition obligations that remain in effect or any IP assignment provisions that would give rise to a claim by Mr. Voss's former employer to any portion of the Mosaic platform's intellectual property. Mr. Voss has represented that his work on the Mosaic platform was not derived from any confidential or proprietary information belonging to his former employer.

Conclusion. Based on the foregoing review, Quillen Technologies, Inc. appears to be the sole and exclusive owner of all intellectual property embodied in the Mosaic platform, including all patent rights, copyrights, trade secrets, and other proprietary rights. We did not identify any gaps in the chain of title or any competing ownership claims that would materially impair the Company's rights.

IV. Patent Portfolio

A. Pending U.S. Utility Patent Applications

The Company has filed two (2) U.S. utility patent applications with the United States Patent and Trademark Office ("USPTO"), both filed in August 2024. The specific application numbers have not yet been confirmed by company counsel and remain an outstanding item for our review (see Section XII below). Based on the materials provided, the subject matter of these applications is as follows:

1. AI-Driven Risk Attribution Methodology. The first application relates to the Company's proprietary AI-driven risk attribution methodology, which forms a core component of the Mosaic platform's analytical capabilities. This methodology involves the application of machine learning techniques to decompose portfolio risk across multiple factors and attribution dimensions.

2. Portfolio Analytics Data Processing Architecture. The second application relates to the data processing architecture utilized within the Mosaic platform for the ingestion, normalization, and analysis of large-scale portfolio data sets. This architecture is designed to enable real-time or near-real-time analytics processing at institutional scale.

Both applications list Dr. Amara Osei and Julian Voss as named inventors. The assignee of record for both applications is Quillen Technologies, Inc., consistent with the founder PIIAs discussed in Section III above.

As of the materials reviewed through May 5, 2026, both applications remain in pending status. No office actions have been received from the USPTO examiner to date. Patent prosecution for both applications is being handled by Ostrander Solutions.

B. Assessment. No Issued Patents. It is important to note that the Company does not hold any issued patents as of the date of this memorandum. The Company's patent portfolio consists entirely of prosecution-stage applications. Accordingly, the Company does not currently have the ability to enforce patent claims against third parties, and there is no certainty that the pending applications will result in the issuance of patents with commercially meaningful claim scope.

Patentability Risk. As with any pending patent application, there is a standard risk that the claims as filed may be narrowed, amended, or rejected during the prosecution process. This risk is particularly relevant for patent applications in the fields of artificial intelligence and software-related inventions, where the subject matter eligibility requirements under 35 U.S.C. § 101 (as interpreted by the Supreme Court's decision in Alice Corp. v. CLS Bank Int'l, 573 U.S. 208 (2014), and subsequent Federal Circuit precedent) can present significant hurdles. We note that the Company has not provided the results of any prior art search conducted in connection with these applications for our independent review, and we recommend requesting such results as part of the continued diligence process.

Freedom-to-Operate Analysis. The Company has not provided a formal freedom-to-operate ("FTO") opinion addressing the risk that the Mosaic platform may infringe third-party patent rights. While the absence of an FTO opinion is not uncommon for companies at Quillen's stage, given the competitive landscape in the portfolio analytics and fintech sectors, we recommend that the Series A Stock Purchase Agreement ("SPA") disclosure schedules include appropriate risk factor disclosure regarding the absence of an FTO opinion. In addition, Pinnacle should consider whether to require an FTO opinion as a post-closing deliverable or as a covenant under the definitive transaction documents or the investor side letter.

No Patent Litigation. Based on our review of the materials provided and the Company's representations, no patent litigation, interference proceedings, inter partes review ("IPR") petitions, or other adversarial patent proceedings involving the Company have been identified.

C. Recommendations. Based on our assessment of the Company's patent portfolio, we offer the following recommendations:

• Prosecution File Histories. Request copies of the specific patent application numbers and complete prosecution file histories for both pending applications from Ostrander Solutions. This will enable a more detailed assessment of the scope and strength of the pending claims.

• Patent Prosecution Status Updates. Consider requiring quarterly patent prosecution status updates as part of Pinnacle's enhanced information rights under the Side Letter to be negotiated in connection with the Series A Financing. This will ensure that Pinnacle is promptly informed of any office actions, amendments, or other material developments in the prosecution of these applications.

• SPA Representations. Ensure that the SPA representations and warranties cover ownership of the pending patent applications, the validity of the inventor designations and assignment of record, and the Company's belief that its products and services do not infringe third-party patent rights. These representations are discussed further in Section XI below.

• Prior Art Search Results. Request any prior art search results or patentability analyses that the Company or its counsel may have prepared in connection with the filing of these applications.

V. Trademark Portfolio

A. "MOSAIC" Trademark Application

Quillen Technologies filed a federal trademark application for the mark "MOSAIC" with the USPTO in November 2024. The specific serial number for this application has not yet been confirmed by company counsel and remains an outstanding item (see Section XII below). Based on the materials provided, the application covers the Company's software-as-a-service offering for portfolio analytics and risk attribution for institutional investors. The specific International Classification of Goods and Services details (believed to be Class 42 and/or Class 36) are to be confirmed by Ostrander Solutions.

As of the date of this memorandum, the application remains in pending status. It has not yet been approved for publication in the Official Gazette, and no notice of opposition or office action refusal has been identified in the materials provided.

B. Assessment. Trademark Risk. "MOSAIC" is a relatively common English word that has been adopted as a trademark by numerous entities across various industries. This raises the potential for a likelihood-of-confusion refusal by the USPTO examining attorney, particularly if existing registrations for "MOSAIC" marks are identified in related classes of goods or services. Additionally, even if the application proceeds to publication, there is a risk that third parties holding prior rights in "MOSAIC" marks may file oppositions during the publication period.

Preliminary Search Results. We conducted a preliminary search of the USPTO TESS database to identify potentially conflicting registrations and pending applications for "MOSAIC" marks. Our search identified several existing registrations for "MOSAIC" and "MOSAIC"-formative marks in unrelated classes of goods and services (including, by way of example, registrations in connection with building materials, visual arts software, and healthcare services). None of the existing registrations identified in our preliminary search appeared to cover directly competing goods or services in the portfolio analytics or institutional investment management categories. However, this finding warrants continued monitoring, as the USPTO examiner may take a broader view of the relatedness of goods and services, particularly in the financial technology sector.

No Common-Law Disputes. We did not identify any common-law trademark disputes, cease-and-desist correspondence, or other informal claims relating to the Company's use of the "MOSAIC" mark in the materials provided by the Company or Ostrander Solutions.

C. Recommendations. Based on our assessment of the Company's trademark portfolio, we offer the following recommendations:

• Serial Number and Prosecution Correspondence. Request the specific USPTO Serial Number for the "MOSAIC" trademark application and all prosecution correspondence, including any examiner's reports or communications received from the USPTO.

• Monitoring. Monitor the application through the publication and opposition periods. Given the commonality of the "MOSAIC" mark, we recommend engaging a trademark monitoring service to track new filings and potential conflicts.

• SPA Representation. The SPA should include a representation regarding the Company's ownership and the current status of all trademark applications and registrations, with appropriate disclosure in the schedules identifying the pending "MOSAIC" application.

• Additional Filings. Quillen should consider whether additional trademark filings may be appropriate for product sub-brands, taglines, logos, or other distinctive branding elements associated with the Mosaic platform. This recommendation should be taken up by the Company's management team and counsel following the closing of the Series A Financing.

VI. Domain Names

The Company's primary domain name is quillentech.io, which is registered in the name of Quillen Technologies, Inc. We reviewed the domain registrar records and registration details for this domain. Based on our review, the domain registration is current and does not expire imminently. We did not identify any evidence of domain disputes, UDRP proceedings, or other adverse claims relating to the quillentech.io domain.

We note that the registrant of record for the quillentech.io domain is Quillen Technologies, Inc. (as opposed to an individual founder), which is consistent with best practices for corporate domain name management and ensures that the domain is treated as a corporate asset rather than a personal asset of any individual.

Recommendations. We recommend that the Company confirm that automatic renewal is enabled for the quillentech.io domain to prevent any inadvertent lapse in registration. In addition, the Company should confirm the identity of the administrative contact and ensure that appropriate access credentials are maintained at the corporate level. The SPA should include a representation that the Company owns all material domain names used in the conduct of its business. These domain-related representations are included in our recommendations in Section XI below.

VII. Open-Source Software Compliance

A. Open-Source Dependencies Identified

Julian Voss, Co-Founder and CTO, provided a software bill of materials ("SBOM") listing the open-source libraries and components incorporated into the Mosaic platform. The SBOM was provided in a machine-readable format and supplemented by a narrative description of the Company's use of open-source software. Based on our review of the SBOM, the key open-source license types identified across the Mosaic platform's dependency tree are as follows:

• Apache License 2.0. The Apache License 2.0 is a permissive open-source license maintained by the Apache Software Foundation. It allows commercial use, modification, distribution, and sublicensing of the licensed software, subject to the requirements that the original copyright notice and a copy of the license be preserved in any redistributed copies. Importantly, the Apache License 2.0 does not impose any copyleft obligation — that is, it does not require that derivative works be distributed under the same license or that source code be made available.

• MIT License. The MIT License is a permissive open-source license that allows commercial use, modification, distribution, and sublicensing, subject to the requirement that the original copyright notice and license text be preserved in all copies or substantial portions of the software. Like the Apache License 2.0, the MIT License does not impose any copyleft obligation.

B. Copyleft / GPL Assessment

A key concern in any open-source compliance review is the presence of components licensed under copyleft licenses, which may impose obligations to disclose, distribute, or make available the source code of derivative works or works that are linked to or distributed with the copyleft-licensed component.

Based on our review of the SBOM provided by Mr. Voss, we did not identify any dependencies licensed under the GNU General Public License ("GPL"), either version 2 or version 3. We also did not identify any dependencies licensed under the GNU Lesser General Public License ("LGPL"), the Affero General Public License ("AGPL"), the Mozilla Public License ("MPL") in a manner that would trigger copyleft obligations, or any other copyleft-style license.

This is a favorable finding. The absence of copyleft-licensed components eliminates the risk that the Company could be compelled — whether by the terms of an applicable license or by litigation — to disclose, distribute, or make available any portion of the Mosaic platform's proprietary source code. Such an obligation would be fundamentally incompatible with the Company's proprietary SaaS business model and could materially impair the value of the Company's intellectual property.

C. Compliance Practices

While the Company's current open-source dependency profile is favorable, we note that Quillen does not currently maintain a formal open-source software policy or an open-source review board. At present, open-source compliance is managed on an ad hoc basis by the engineering team, with individual developers making decisions about the incorporation of open-source components based on informal guidance and best practices.

This approach, while common among early-stage companies, carries the risk that problematic open-source components (including copyleft-licensed components) could be introduced into the codebase without adequate review, particularly as the engineering team expands and development velocity increases.

Recommendation. As a post-closing matter, we recommend that Quillen adopt a formal open-source software policy governing the evaluation, approval, and tracking of open-source components. The policy should establish clear criteria for the evaluation of open-source licenses, designate an individual or committee responsible for approving the introduction of new open-source dependencies, and implement automated tooling (such as Glenrock Systems, Larkspur Data Systems, or Crestline Health IT) for ongoing monitoring of the codebase. We recommend that the adoption of such a policy be raised as a board-level governance item at the first post-closing meeting of the Company's Board of Directors, which is currently scheduled for June 22, 2026.

In addition, we recommend that the SPA include a representation that no open-source software has been incorporated into the Company's products in a manner that would require the Company to disclose, distribute, or make available any proprietary source code. This representation is discussed further in Section XI below.

D. Risk Assessment

Based on the foregoing, we assess the current open-source compliance risk as low. The identified dependencies are limited to permissive licenses (Apache License 2.0 and MIT License) that are fully compatible with the Company's proprietary SaaS business model. However, ongoing monitoring is recommended as the engineering team expands, new features are developed, and new dependencies are introduced into the platform.

VIII. Employee and Contractor Invention Assignment Agreements

A. Full-Time Employees

Quillen Technologies currently employs thirty-eight (38) full-time employees, distributed across functional areas as follows:

• Engineering: 24 employees

• Sales and Marketing: 6 employees

• General and Administrative: 5 employees

• Executive: 3 employees (Dr. Amara Osei, Julian Voss, Priya Chandrasekar)

All employees are required to execute a Proprietary Information and Inventions Assignment Agreement ("PIIA") as a condition of employment. The Company has represented that PIIAs are on file for all thirty-eight current employees.

We conducted a detailed review of the PIIAs executed by each of the three executives:

1. Dr. Amara Osei — Co-Founder and Chief Executive Officer. Dr. Osei holds 3,200,000 shares of Common Stock. Her PIIA was executed at or around the time of the Company's incorporation on July 12, 2023, as discussed in Section III.B above.

2. Julian Voss — Co-Founder and Chief Technology Officer. Mr. Voss holds 2,800,000 shares of Common Stock. His PIIA was executed at or around the time of the Company's incorporation on July 12, 2023, as discussed in Section III.B above.

3. Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar holds 400,000 shares of Common Stock (subject to vesting under the Quillen Technologies 2023 Equity Incentive Plan). She joined the Company in January 2025, and her PIIA was executed in connection with the commencement of her employment.

Each of the reviewed executive PIIAs contains the following key provisions: (i) an assignment of inventions clause, pursuant to which the employee assigns to the Company all right, title, and interest in and to any inventions, discoveries, developments, or improvements conceived, made, or reduced to practice during the course of employment; (ii) work-for-hire provisions for copyrightable works, providing that all copyrightable works created in the course of employment are works made for hire within the meaning of 17 U.S.C. § 101, and to the extent any such work is not deemed a work made for hire, the employee assigns all copyright interest therein to the Company; (iii) confidentiality obligations requiring the employee to maintain the confidentiality of the Company's proprietary and trade secret information during and after employment; and (iv) non-solicitation provisions restricting the employee from soliciting the Company's employees and customers for a specified period following termination of employment.

In addition to the executive PIIAs, we reviewed a representative sample of PIIAs executed by engineering employees. Our sample included ten (10) out of twenty-four (24) engineering employees, representing approximately 42% of the engineering workforce. The sampled PIIAs were found to be substantively consistent with the executive PIIAs in all material respects, utilizing the same form agreement and containing the same core assignment, work-for-hire, confidentiality, and non-solicitation provisions.

B. Independent Contractors

The Company has engaged a limited number of independent contractors for software development services at various points during its history. We reviewed available contractor agreements and confirmed that such agreements include IP assignment provisions assigning all work product, inventions, and copyrightable works created by the contractor in the course of the engagement to Quillen Technologies, Inc.

We note one contractor arrangement of particular relevance: a pre-incorporation consulting arrangement under which Julian Voss performed software development work related to the Mosaic platform prior to the Company's formal incorporation. This arrangement was documented informally, and the original consulting terms did not include a comprehensive IP assignment provision. However, this issue was addressed at the time of incorporation in July 2023, when Mr. Voss executed a confirmatory IP assignment in addition to his standard founder PIIA. The confirmatory assignment specifically covers all work product and intellectual property created by Mr. Voss in connection with the Mosaic platform during the pre-incorporation period. We reviewed the confirmatory assignment and found it to be adequate to vest ownership in the Company.

C. California and Massachusetts Considerations

Quillen Technologies is headquartered in Massachusetts, and the majority of its employees are believed to be based in the Boston metropolitan area. However, certain employees may be based in California or other states with specific statutory protections governing the assignment of employee inventions.

In particular, California Labor Code § 2870 restricts the enforceability of invention assignment agreements to the extent they purport to require assignment of inventions that are developed entirely on an employee's own time, without the use of the employer's equipment, supplies, facilities, or trade secret information, and that do not relate to the employer's business or anticipated research and development. Similarly, Massachusetts General Laws Chapter 149, Section 24L (enacted as part of the Massachusetts Noncompetition Agreement Act) imposes comparable limitations.

We reviewed the PIIAs utilized by the Company and confirmed that they contain appropriate carve-out language excluding from the assignment obligation any inventions developed entirely on the employee's own time without the use of Company resources, consistent with the requirements of California Labor Code § 2870, Massachusetts G.L. c. 149 § 24L, and analogous statutes in other jurisdictions. No issues were identified with respect to the enforceability of the invention assignment provisions on these grounds.

D. Recommendations.

• Confirm 100% Coverage. While the Company has represented that PIIAs are on file for all thirty-eight current employees, we reviewed only a representative sample of engineering PIIAs (10 out of 24). We recommend that the Company confirm, through a certification by the Company's General Counsel or Human Resources department (or Ostrander Solutions on behalf of the Company), that executed PIIAs are on file for 100% of current employees.

• Onboarding Practices. Ensure that any future hires, particularly in engineering and product development roles, execute PIIAs prior to the commencement of employment. This should be implemented as a standard element of the Company's onboarding process.

• SPA Representations. The SPA representations and warranties should include a representation that all current and former employees and independent contractors who have contributed to the Company's intellectual property have executed valid invention assignment agreements, and that the Company is not aware of any breach of such agreements.

IX. Third-Party IP Licenses

We reviewed the Company's material contracts for the purpose of identifying inbound intellectual property licenses — that is, licenses under which the Company has obtained rights to use third-party intellectual property in connection with the operation of the Mosaic platform.

Based on our review, Quillen licenses certain third-party data feeds and application programming interfaces ("APIs") for use within the Mosaic platform. These licenses are entered into under standard commercial SaaS and API terms and conditions, and are non-exclusive in nature. The licensed data feeds and APIs are used to enrich the Mosaic platform's analytics capabilities with market data, benchmark indices, and related financial information.

We did not identify any exclusive inbound IP licenses that would restrict the Company's flexibility or create material dependency on a single third-party provider. We also did not identify any inbound licenses that would restrict the Company's ability to operate, modify, enhance, or distribute the Mosaic platform. No material royalty obligations were identified in connection with the reviewed inbound licenses; the license fees are structured as standard subscription fees payable on a monthly or annual basis.

We recommend that the SPA include standard representations regarding the Company's compliance with the terms of material inbound IP licenses and the absence of any material breach or default thereunder. In addition, to the extent that any third-party data feed or API is critical to the operation of the Mosaic platform, the Company should be asked to identify such dependencies in the SPA disclosure schedules so that Pinnacle may assess concentration risk and business continuity considerations.

X. IP-Related Litigation and Disputes

The Company has represented that there is no pending or threatened IP-related litigation involving Quillen Technologies, Inc. as either a plaintiff or defendant. Specifically, the Company has represented that:

• No patent infringement claims have been asserted against the Company, and no patent infringement lawsuits or administrative proceedings (including inter partes review petitions) are pending or, to the Company's knowledge, threatened.

• No trademark infringement or unfair competition claims have been asserted against the Company.

• No trade secret misappropriation claims have been asserted against the Company, and no current or former employee or contractor is known to have misappropriated any third-party trade secrets in the course of their work for the Company.

• No copyright infringement claims have been asserted against the Company.

• No cease-and-desist letters or similar communications have been received by the Company relating to any IP matter.

• No IP indemnification claims have been asserted by customers or other parties under the Company's customer agreements or other contractual arrangements.

We did not identify any information in the materials provided that would be inconsistent with these representations. Nevertheless, these representations should be confirmed in the SPA disclosure schedules, and the Company should be asked to provide an updated certification at closing confirming the continued accuracy of these representations as of the closing date.

XI. Recommendations for SPA IP Representations and Warranties

Based on our due diligence review, we recommend that the following intellectual property-related representations and warranties be included in the Series A Preferred Stock Purchase Agreement. We understand that the draft SPA is targeted for initial circulation on or about May 16, 2026. The specific formulations set forth below are presented in summary form; final language will be prepared in connection with the drafting and negotiation of the definitive SPA.

1. Ownership. The Company is the sole and exclusive owner of all intellectual property rights necessary to conduct its business as currently conducted and as proposed to be conducted, free and clear of all liens, security interests, encumbrances, and adverse claims. No intellectual property that is material to the Company's business is owned by or registered in the name of any individual (including any founder, officer, or employee) rather than the Company.

2. No Infringement. To the Company's knowledge, the Company's products, services, and business operations do not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party, including any patent rights, copyrights, trademark rights, trade secret rights, or rights of publicity or privacy.

3. No Third-Party Infringement. To the Company's knowledge, no third party is currently infringing, misappropriating, or otherwise violating any of the Company's intellectual property rights.

4. Employee and Contractor Assignments. All current and former employees and independent contractors who have contributed to the creation, development, or improvement of the Company's intellectual property have executed valid and enforceable invention assignment agreements in the Company's standard form, and the Company is not aware of any breach of any such agreement.

5. Open-Source Compliance. No open-source software has been incorporated into the Company's products or services in a manner that would require the Company to disclose, distribute, or make available any proprietary source code, or that would impose any material restriction on the Company's ability to charge license fees or otherwise commercially exploit its products and services.

6. Patent and Trademark Status. The Company has accurately disclosed in the disclosure schedules all pending patent applications and trademark applications, including application numbers, filing dates, jurisdictions, and current prosecution status. All required maintenance fees, annuities, and renewal fees have been paid when due.

7. No Litigation. There is no pending or, to the Company's knowledge, threatened litigation, claim, proceeding, or investigation relating to the Company's intellectual property, including any claim of infringement, misappropriation, or violation of third-party intellectual property rights.

8. Domain Names. The Company owns and controls all domain names material to the conduct of its business, and no domain name owned by the Company is the subject of any dispute, proceeding, or adverse claim.

9. Trade Secrets. The Company has taken commercially reasonable measures to protect the confidentiality of its trade secrets and other confidential and proprietary information, including requiring employees and contractors to execute confidentiality agreements and implementing appropriate technical and administrative safeguards.

These representations and warranties should be qualified by a disclosure schedule that identifies, at a minimum: (i) the two pending U.S. utility patent applications filed in August 2024, including application numbers and filing dates; (ii) the pending "MOSAIC" trademark application filed in November 2024, including the USPTO Serial Number and filing date; (iii) the quillentech.io domain registration; and (iv) any known exceptions or qualifications to the foregoing representations.

Standard knowledge qualifiers (e.g., "to the Company's knowledge" as defined in the SPA, typically meaning the actual knowledge of specified officers after reasonable inquiry) and materiality thresholds will be subject to negotiation with company counsel, Ostrander Solutions. We will work with the Pinnacle deal team to ensure that the scope of these qualifiers is appropriate and does not unduly limit the protections afforded to the investors.

XII. Open Items and Follow-Up

The following items remain outstanding as of the date of this memorandum and require follow-up during the remainder of the due diligence period:

We have communicated these outstanding items to Ostrander Solutions and expect to receive responses during the week of May 11, 2026. We will update this memorandum and notify the deal team promptly upon receipt of additional materials.

XIII. Conclusion

Based on our review of the materials provided through May 5, 2026, we offer the following summary conclusions regarding the intellectual property posture of Quillen Technologies, Inc.:

Overall IP Portfolio. The Company's intellectual property portfolio is consistent with the expectations for an early-stage enterprise SaaS company at the Series A financing stage. The core Mosaic platform has been developed in-house, the founder assignments are properly documented, and the Company appears to have implemented reasonable practices for protecting its intellectual property through employee and contractor agreements.

Ownership. The Company appears to own all material intellectual property related to the Mosaic platform, with a clean chain of title from the founders through valid Proprietary Information and Inventions Assignment Agreements executed at the time of incorporation. No competing ownership claims, prior employer claims, or university claims have been identified.

Patent Portfolio. The patent portfolio is prosecution-stage only, consisting of two pending U.S. utility patent applications filed in August 2024. No patents have been issued, and no office actions have been received. The specific application numbers remain to be confirmed. Standard prosecution risks apply, and the Company has not prepared a formal freedom-to-operate opinion.

Trademark Portfolio. The "MOSAIC" trademark application is pending, having been filed with the USPTO in November 2024. The application has not yet been approved for publication, and no oppositions or refusals have been identified. The commonality of the "MOSAIC" mark presents a moderate risk of confusion-based refusals or third-party oppositions during the registration process.

Open-Source Compliance. The Company's open-source compliance posture is favorable. All identified open-source dependencies are licensed under permissive licenses (Apache License 2.0 and MIT License), and no copyleft or GPL-family components have been identified. However, the Company does not maintain a formal open-source software policy, and we recommend the adoption of such a policy as a post-closing governance matter.

No IP Litigation. No pending or threatened IP-related litigation, disputes, or claims have been identified.

Recommendation. We recommend proceeding with the transaction, subject to the following conditions:

(i) Receipt and satisfactory review of the outstanding items identified in Section XII above, including the patent application numbers, the trademark serial number, and confirmation of PIIA coverage for all current employees;

(ii) Inclusion of the IP representations and warranties described in Section XI in the definitive Series A Preferred Stock Purchase Agreement; and

(iii) Preparation of appropriate disclosure schedule coverage identifying the Company's pending patent applications, pending trademark application, domain registrations, and any known exceptions to the IP representations.

We will continue to review materials as they are received during the remaining due diligence period through May 23, 2026, and will update this memorandum accordingly. Should any material findings arise in the course of the continued review, we will notify the Pinnacle deal team and Rachel Bernstein immediately.

We remain available to discuss the contents of this memorandum at your convenience and look forward to working with the deal team through the completion of the due diligence process and the negotiation of the definitive transaction documents.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Leila Nazari Lead Associate

By: ________

Robert Jansen Working Associate

Reviewed and Approved By:

By: ________

Rachel Bernstein Responsible Partner

DISTRIBUTION LIST

This memorandum has been distributed to the following recipients:

• Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP

• Tomas Medina, Vice President, Due Diligence, Pinnacle Venture Fund II LP

• Sandeep Rajan, Pinnacle Capital Management LLC (at the discretion of the deal team)

• Internal file — Matter No. 1002-00002 / Billing Code 78412.001

This memorandum is not to be further distributed, copied, or disclosed to any other person without the prior written consent of Calderwood & Harkness LLP.

Item	Status	Responsible Party
Obtain specific patent application numbers for both pending U.S. utility patent applications	Pending	Gregory Navarro / Sophie Marchetti (Ostrander Solutions)
Obtain USPTO Serial Number for "MOSAIC" trademark application	Pending	Gregory Navarro / Sophie Marchetti (Ostrander Solutions)
Confirm PIIAs are on file for all 38 current employees	Pending confirmation	Company / Ostrander Solutions
Request prior art search results for patent applications	Pending	Company / Ostrander Solutions
Confirm domain registrant details and auto-renewal status for quillentech.io	Pending	Company / Ostrander Solutions
Review additional contractor agreements, if any are outstanding or not yet produced	Pending	C&H / Ostrander Solutions
Formal open-source software policy adoption (post-closing governance item)	Recommended	Company Board of Directors (target: June 22, 2026 Board meeting)

CALDERWOOD & HARKNESS LLP 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum and all attachments hereto are protected by the attorney-client privilege and/or the attorney work product doctrine. This document is intended solely for the use of the addressees named herein. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
MEMORANDUM
TO: Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina, Vice President, Due Diligence, Pinnacle Venture Fund II LP Rachel Bernstein, Responsible Partner, Calderwood & Harkness LLP
FROM: Leila Nazari, Lead Associate, Calderwood & Harkness LLP Robert Jansen, Working Associate, Calderwood & Harkness LLP
DATE: May 5, 2026
RE: intellectual Property Due Diligence Memorandum — Quillen Technologies, Inc. (Series A Preferred Stock Financing)
MATTER NO.: 1002-00002
BILLING CODE: 78412.001
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I. Executive Summary
This memorandum summarizes the results of the intellectual property due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with Pinnacle Venture Fund II LP's ("Pinnacle" or the "Fund") proposed $14,000,000 lead investment in the $22,500,000 Series A Preferred Stock financing (the "Series A Financing") of Quillen Technologies, Inc. ("Quillen" or the "Company"), a Delaware C-corporation headquartered at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116.
Quillen's core intellectual property centers on the "Mosaic" platform, an AI-driven portfolio analytics and risk-attribution software-as-a-service ("SaaS") platform that is sold on a subscription basis to institutional asset managers, pension consultants, endowment managers, and related market participants. The Mosaic platform represents the Company's principal product offering and is central to the Company's valuation and the investment thesis underpinning the proposed Series A Financing. Accordingly, the integrity and defensibility of the Company's intellectual property rights in and to the Mosaic platform are matters of critical importance to Pinnacle's investment decision.
The formal due diligence review period commenced on April 18, 2026, and is expected to conclude on May 23, 2026. This memorandum reflects all materials received and reviewed through May 5, 2026. We expect to receive additional materials during the remainder of the review period and will supplement or update this memorandum as appropriate.
All materials were provided by Quillen Technologies through its outside counsel, Fenwick, Torres & Keane LLP ("Ostrander Solutions"), with Gregory Navarro serving as Lead Partner and Sophie Marchetti serving as Associate. Ostrander Solutions's offices are located at 200 Clarendon Street, Suite 3400, Boston, Massachusetts 02116. Materials were delivered via a virtual data room hosted on Crestline Solutions and supplemented by several direct email transmissions from Ostrander Solutions to our team.
Overall Assessment. Based on our review of the materials provided to date, we conclude that Quillen Technologies' intellectual property portfolio is generally consistent with the expectations for a company at Quillen's stage of development. The ownership chain for the Mosaic platform appears to be clean, with valid assignment agreements in place from the Company's co-founders and employees. The Company has two pending U.S. utility patent applications and a pending trademark application for the "MOSAIC" mark, both of which are in relatively early stages of prosecution. The Company's open-source software compliance posture is favorable, as the identified dependencies are limited to permissive licenses (Apache License 2.0 and MIT License) with no copyleft or GPL-family components identified. No IP-related litigation, disputes, or threatened claims have been identified.
That said, we have identified several key areas that merit continued monitoring and, in certain cases, further diligence or post-closing action. These include: (i) the pending patent prosecution status, for which we have not yet received the specific application numbers or complete prosecution file histories; (ii) the trademark registration process for the "MOSAIC" mark, which carries inherent risk given the commonality of the word; and (iii) the absence of a formal open-source software compliance policy, which we recommend be adopted as a post-closing governance matter. These matters are discussed in greater detail below, and specific open items and follow-up actions are catalogued in Section XII of this memorandum.
II. Scope of Review
A. Categories Examined
Our due diligence review encompassed the following categories of intellectual property and related matters:
1. Platform Ownership and IP Assignment Chain. We examined the chain of title for all intellectual property embodied in the Mosaic platform, including founder assignments, employee assignments, and contractor assignments, to confirm that Quillen Technologies, Inc. is the sole and exclusive owner of all material Company IP.
2. Patent Applications. We reviewed the Company's pending U.S. utility patent applications, including available filing documentation, inventor designations, and assignment records.
3. Trademark Registrations and Applications. We reviewed the Company's pending trademark application for the "MOSAIC" mark, including a preliminary search of the USPTO Trademark Electronic Search System ("TESS") database for potentially conflicting marks.
4. Domain Names. We reviewed the Company's domain name registrations, including registrant details, renewal status, and any evidence of domain disputes or Uniform Domain-Name Dispute-Resolution Policy ("UDRP") proceedings.
5. Open-Source Software Dependencies and Licensing Compliance. We reviewed the software bill of materials ("SBOM") provided by the Company's CTO, Julian Voss, identifying all open-source libraries and components incorporated into the Mosaic platform, and assessed the licensing terms applicable to each.
6. Employee and Contractor Invention Assignment and Confidentiality Agreements. We reviewed the Proprietary Information and Inventions Assignment Agreements ("PIIAs") executed by the Company's co-founders, key executives, and a representative sample of engineering employees, as well as contractor agreements containing IP assignment provisions.
7. Third-Party IP Licenses. We reviewed the Company's material inbound IP licenses, including licenses for third-party data feeds and APIs used within the Mosaic platform.
8. IP-Related Litigation and Disputes. We inquired into and reviewed available materials regarding any pending or threatened IP-related litigation, cease-and-desist correspondence, or other IP disputes.
9. IP-Related Representations and Warranties for the Series A SPA. We reviewed the draft IP representations and warranties anticipated to be included in the Series A Preferred Stock Purchase Agreement and prepared recommendations for the definitive agreement.
B. Materials Reviewed
In conducting our review, we examined the following categories of materials, among others:
• Corporate formation documents, including the Company's Certificate of Incorporation filed with the Delaware Secretary of State on July 12, 2023 (Delaware File Number 7384219), and subsequent amendments thereto.
• Proprietary Information and Inventions Assignment Agreements executed by the Company's co-founders (Dr. Amara Osei and Julian Voss) and key executives (Priya Chandrasekar, VP of Product).
• A representative sample of Proprietary Information and Inventions Assignment Agreements executed by engineering employees (10 out of 24 engineering employees).
• Patent application filings and related documentation, as provided by Ostrander Solutions.
• USPTO records for patent and trademark matters, as available through public databases.
• Employment agreements and offer letters for key personnel.
• Independent contractor agreements containing IP assignment provisions.
• The software bill of materials listing open-source dependencies, as provided by Julian Voss.
• Customer agreements and related terms of service, reviewed for IP-related provisions including indemnification, license grants, and IP ownership clauses.
• The Quillen Technologies 2023 Equity Incentive Plan documentation, reviewed for any IP-related provisions or conditions.
• Domain name registration records for quillentech.io.
• Correspondence and representations from company counsel (Ostrander Solutions) regarding the Company's IP portfolio.
C. Financial Records Reference
Certain financial records relating to IP-related expenditures (including capitalized software development costs and patent prosecution expenses) were referenced in the course of our review. These records were audited or reviewed by Pemberton & Associates CPAs LLP, with Diane Stratton, CPA, serving as Engagement Partner. While our review did not extend to a full audit of IP-related financial expenditures, we note the availability of these records for reference purposes.
III. Ownership of the Mosaic Platform
A. Platform Description
The Mosaic platform is an AI-driven portfolio analytics and risk-attribution platform delivered as a software-as-a-service offering on a subscription basis. The platform is designed to serve institutional asset managers, pension consultants, endowment managers, and related institutional investors by providing advanced analytics capabilities, including multi-factor risk attribution, portfolio optimization modeling, scenario analysis, and performance benchmarking. The platform leverages proprietary machine learning algorithms and data processing methodologies that the Company represents constitute its core competitive differentiation.
The Mosaic platform has been developed in-house by the Quillen engineering team. As of the date of this memorandum, the Company employs twenty-four (24) engineers out of a total current headcount of thirty-eight (38) full-time employees. The platform's core architecture and algorithms were initially developed by the Company's two co-founders, Dr. Amara Osei and Julian Voss, commencing prior to and continuing after the Company's incorporation in July 2023. Subsequent development has been carried out by the broader engineering team, with significant contributions from Priya Chandrasekar, who joined the Company as Vice President of Product in January 2025.
B. Founder IP Assignment
Both co-founders executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") at or around the time of the Company's incorporation on July 12, 2023.
Dr. Amara Osei. Dr. Osei, Co-Founder and Chief Executive Officer, executed a PIIA dated on or about July 12, 2023, assigning to Quillen Technologies, Inc. all intellectual property developed in connection with the Mosaic platform and the Company's business. Dr. Osei's PIIA was reviewed in full. The agreement covers: (i) all prior inventions related to the Mosaic platform that were developed by Dr. Osei prior to incorporation and that are listed on the schedule of prior inventions attached to the PIIA; (ii) all inventions, developments, improvements, and discoveries conceived, made, or reduced to practice by Dr. Osei, either alone or jointly with others, during the course of her employment with the Company; and (iii) all work product and copyrightable works created by Dr. Osei in the course of her employment. The schedule of prior inventions attached to Dr. Osei's PIIA was reviewed and does not contain any carve-outs or reservations that would conflict with the Company's ownership of the Mosaic platform or any component thereof.
Julian Voss. Mr. Voss, Co-Founder and Chief Technology Officer, executed a comparable PIIA dated on or about July 12, 2023, containing substantively identical assignment provisions. Mr. Voss's PIIA similarly covers prior inventions related to the Mosaic platform, inventions created during the course of employment, and work product and copyrightable works. The schedule of prior inventions attached to Mr. Voss's PIIA was reviewed and does not contain any carve-outs or reservations that would conflict with the Company's ownership of the Mosaic platform.
Based on our review, the assignments executed by both co-founders appear to be valid assignments of copyright and patent rights under applicable provisions of federal law (including 17 U.S.C. § 201(b) and 35 U.S.C. § 261) and applicable state law. The assignments are in writing, are signed by the respective assignors, and adequately describe the subject matter being assigned.
C. Chain of Title
We conducted a review of the chain of title for the intellectual property embodied in the Mosaic platform with a focus on identifying any potential claims by prior employers, academic institutions, or third parties.
Dr. Osei's Prior Academic Affiliation. Dr. Osei was previously affiliated with a research university in a faculty capacity. We reviewed available materials relating to Dr. Osei's prior academic employment, including the university's intellectual property policy as applicable to faculty members. Based on this review, we did not identify any conflicting IP assignment obligations that would give rise to a claim by the university to any portion of the Mosaic platform's intellectual property. Dr. Osei has represented that her work on the Mosaic platform was not conducted using university resources, was not within the scope of her academic duties, and was not subject to any sponsored research agreements or similar arrangements.
Julian Voss's Prior Employment. Mr. Voss was previously employed by a technology company in a software engineering capacity. We reviewed Mr. Voss's prior employment agreement, including any non-competition, non-solicitation, and intellectual property assignment provisions contained therein. Based on this review, we did not identify any conflicting non-competition obligations that remain in effect or any IP assignment provisions that would give rise to a claim by Mr. Voss's former employer to any portion of the Mosaic platform's intellectual property. Mr. Voss has represented that his work on the Mosaic platform was not derived from any confidential or proprietary information belonging to his former employer.
Conclusion. Based on the foregoing review, Quillen Technologies, Inc. appears to be the sole and exclusive owner of all intellectual property embodied in the Mosaic platform, including all patent rights, copyrights, trade secrets, and other proprietary rights. We did not identify any gaps in the chain of title or any competing ownership claims that would materially impair the Company's rights.
IV. Patent Portfolio
A. Pending U.S. Utility Patent Applications
The Company has filed two (2) U.S. utility patent applications with the United States Patent and Trademark Office ("USPTO"), both filed in August 2024. The specific application numbers have not yet been confirmed by company counsel and remain an outstanding item for our review (see Section XII below). Based on the materials provided, the subject matter of these applications is as follows:
1. AI-Driven Risk Attribution Methodology. The first application relates to the Company's proprietary AI-driven risk attribution methodology, which forms a core component of the Mosaic platform's analytical capabilities. This methodology involves the application of machine learning techniques to decompose portfolio risk across multiple factors and attribution dimensions.
2. Portfolio Analytics Data Processing Architecture. The second application relates to the data processing architecture utilized within the Mosaic platform for the ingestion, normalization, and analysis of large-scale portfolio data sets. This architecture is designed to enable real-time or near-real-time analytics processing at institutional scale.
Both applications list Dr. Amara Osei and Julian Voss as named inventors. The assignee of record for both applications is Quillen Technologies, Inc., consistent with the founder PIIAs discussed in Section III above.
As of the materials reviewed through May 5, 2026, both applications remain in pending status. No office actions have been received from the USPTO examiner to date. Patent prosecution for both applications is being handled by Ostrander Solutions.
B. Assessment. No Issued Patents. It is important to note that the Company does not hold any issued patents as of the date of this memorandum. The Company's patent portfolio consists entirely of prosecution-stage applications. Accordingly, the Company does not currently have the ability to enforce patent claims against third parties, and there is no certainty that the pending applications will result in the issuance of patents with commercially meaningful claim scope.
Patentability Risk. As with any pending patent application, there is a standard risk that the claims as filed may be narrowed, amended, or rejected during the prosecution process. This risk is particularly relevant for patent applications in the fields of artificial intelligence and software-related inventions, where the subject matter eligibility requirements under 35 U.S.C. § 101 (as interpreted by the Supreme Court's decision in Alice Corp. v. CLS Bank Int'l, 573 U.S. 208 (2014), and subsequent Federal Circuit precedent) can present significant hurdles. We note that the Company has not provided the results of any prior art search conducted in connection with these applications for our independent review, and we recommend requesting such results as part of the continued diligence process.
Freedom-to-Operate Analysis. The Company has not provided a formal freedom-to-operate ("FTO") opinion addressing the risk that the Mosaic platform may infringe third-party patent rights. While the absence of an FTO opinion is not uncommon for companies at Quillen's stage, given the competitive landscape in the portfolio analytics and fintech sectors, we recommend that the Series A Stock Purchase Agreement ("SPA") disclosure schedules include appropriate risk factor disclosure regarding the absence of an FTO opinion. In addition, Pinnacle should consider whether to require an FTO opinion as a post-closing deliverable or as a covenant under the definitive transaction documents or the investor side letter.
No Patent Litigation. Based on our review of the materials provided and the Company's representations, no patent litigation, interference proceedings, inter partes review ("IPR") petitions, or other adversarial patent proceedings involving the Company have been identified.
C. Recommendations. Based on our assessment of the Company's patent portfolio, we offer the following recommendations:
• Prosecution File Histories. Request copies of the specific patent application numbers and complete prosecution file histories for both pending applications from Ostrander Solutions. This will enable a more detailed assessment of the scope and strength of the pending claims.
• Patent Prosecution Status Updates. Consider requiring quarterly patent prosecution status updates as part of Pinnacle's enhanced information rights under the Side Letter to be negotiated in connection with the Series A Financing. This will ensure that Pinnacle is promptly informed of any office actions, amendments, or other material developments in the prosecution of these applications.
• SPA Representations. Ensure that the SPA representations and warranties cover ownership of the pending patent applications, the validity of the inventor designations and assignment of record, and the Company's belief that its products and services do not infringe third-party patent rights. These representations are discussed further in Section XI below.
• Prior Art Search Results. Request any prior art search results or patentability analyses that the Company or its counsel may have prepared in connection with the filing of these applications.
V. Trademark Portfolio
A. "MOSAIC" Trademark Application
Quillen Technologies filed a federal trademark application for the mark "MOSAIC" with the USPTO in November 2024. The specific serial number for this application has not yet been confirmed by company counsel and remains an outstanding item (see Section XII below). Based on the materials provided, the application covers the Company's software-as-a-service offering for portfolio analytics and risk attribution for institutional investors. The specific International Classification of Goods and Services details (believed to be Class 42 and/or Class 36) are to be confirmed by Ostrander Solutions.
As of the date of this memorandum, the application remains in pending status. It has not yet been approved for publication in the Official Gazette, and no notice of opposition or office action refusal has been identified in the materials provided.
B. Assessment. Trademark Risk. "MOSAIC" is a relatively common English word that has been adopted as a trademark by numerous entities across various industries. This raises the potential for a likelihood-of-confusion refusal by the USPTO examining attorney, particularly if existing registrations for "MOSAIC" marks are identified in related classes of goods or services. Additionally, even if the application proceeds to publication, there is a risk that third parties holding prior rights in "MOSAIC" marks may file oppositions during the publication period.
Preliminary Search Results. We conducted a preliminary search of the USPTO TESS database to identify potentially conflicting registrations and pending applications for "MOSAIC" marks. Our search identified several existing registrations for "MOSAIC" and "MOSAIC"-formative marks in unrelated classes of goods and services (including, by way of example, registrations in connection with building materials, visual arts software, and healthcare services). None of the existing registrations identified in our preliminary search appeared to cover directly competing goods or services in the portfolio analytics or institutional investment management categories. However, this finding warrants continued monitoring, as the USPTO examiner may take a broader view of the relatedness of goods and services, particularly in the financial technology sector.
No Common-Law Disputes. We did not identify any common-law trademark disputes, cease-and-desist correspondence, or other informal claims relating to the Company's use of the "MOSAIC" mark in the materials provided by the Company or Ostrander Solutions.
C. Recommendations. Based on our assessment of the Company's trademark portfolio, we offer the following recommendations:
• Serial Number and Prosecution Correspondence. Request the specific USPTO Serial Number for the "MOSAIC" trademark application and all prosecution correspondence, including any examiner's reports or communications received from the USPTO.
• Monitoring. Monitor the application through the publication and opposition periods. Given the commonality of the "MOSAIC" mark, we recommend engaging a trademark monitoring service to track new filings and potential conflicts.
• SPA Representation. The SPA should include a representation regarding the Company's ownership and the current status of all trademark applications and registrations, with appropriate disclosure in the schedules identifying the pending "MOSAIC" application.
• Additional Filings. Quillen should consider whether additional trademark filings may be appropriate for product sub-brands, taglines, logos, or other distinctive branding elements associated with the Mosaic platform. This recommendation should be taken up by the Company's management team and counsel following the closing of the Series A Financing.
VI. Domain Names
The Company's primary domain name is quillentech.io, which is registered in the name of Quillen Technologies, Inc. We reviewed the domain registrar records and registration details for this domain. Based on our review, the domain registration is current and does not expire imminently. We did not identify any evidence of domain disputes, UDRP proceedings, or other adverse claims relating to the quillentech.io domain.
We note that the registrant of record for the quillentech.io domain is Quillen Technologies, Inc. (as opposed to an individual founder), which is consistent with best practices for corporate domain name management and ensures that the domain is treated as a corporate asset rather than a personal asset of any individual.
Recommendations. We recommend that the Company confirm that automatic renewal is enabled for the quillentech.io domain to prevent any inadvertent lapse in registration. In addition, the Company should confirm the identity of the administrative contact and ensure that appropriate access credentials are maintained at the corporate level. The SPA should include a representation that the Company owns all material domain names used in the conduct of its business. These domain-related representations are included in our recommendations in Section XI below.
VII. Open-Source Software Compliance
A. Open-Source Dependencies Identified
Julian Voss, Co-Founder and CTO, provided a software bill of materials ("SBOM") listing the open-source libraries and components incorporated into the Mosaic platform. The SBOM was provided in a machine-readable format and supplemented by a narrative description of the Company's use of open-source software. Based on our review of the SBOM, the key open-source license types identified across the Mosaic platform's dependency tree are as follows:
• Apache License 2.0. The Apache License 2.0 is a permissive open-source license maintained by the Apache Software Foundation. It allows commercial use, modification, distribution, and sublicensing of the licensed software, subject to the requirements that the original copyright notice and a copy of the license be preserved in any redistributed copies. Importantly, the Apache License 2.0 does not impose any copyleft obligation — that is, it does not require that derivative works be distributed under the same license or that source code be made available.
• MIT License. The MIT License is a permissive open-source license that allows commercial use, modification, distribution, and sublicensing, subject to the requirement that the original copyright notice and license text be preserved in all copies or substantial portions of the software. Like the Apache License 2.0, the MIT License does not impose any copyleft obligation.
B. Copyleft / GPL Assessment
A key concern in any open-source compliance review is the presence of components licensed under copyleft licenses, which may impose obligations to disclose, distribute, or make available the source code of derivative works or works that are linked to or distributed with the copyleft-licensed component.
Based on our review of the SBOM provided by Mr. Voss, we did not identify any dependencies licensed under the GNU General Public License ("GPL"), either version 2 or version 3. We also did not identify any dependencies licensed under the GNU Lesser General Public License ("LGPL"), the Affero General Public License ("AGPL"), the Mozilla Public License ("MPL") in a manner that would trigger copyleft obligations, or any other copyleft-style license.
This is a favorable finding. The absence of copyleft-licensed components eliminates the risk that the Company could be compelled — whether by the terms of an applicable license or by litigation — to disclose, distribute, or make available any portion of the Mosaic platform's proprietary source code. Such an obligation would be fundamentally incompatible with the Company's proprietary SaaS business model and could materially impair the value of the Company's intellectual property.
C. Compliance Practices
While the Company's current open-source dependency profile is favorable, we note that Quillen does not currently maintain a formal open-source software policy or an open-source review board. At present, open-source compliance is managed on an ad hoc basis by the engineering team, with individual developers making decisions about the incorporation of open-source components based on informal guidance and best practices.
This approach, while common among early-stage companies, carries the risk that problematic open-source components (including copyleft-licensed components) could be introduced into the codebase without adequate review, particularly as the engineering team expands and development velocity increases.
Recommendation. As a post-closing matter, we recommend that Quillen adopt a formal open-source software policy governing the evaluation, approval, and tracking of open-source components. The policy should establish clear criteria for the evaluation of open-source licenses, designate an individual or committee responsible for approving the introduction of new open-source dependencies, and implement automated tooling (such as Glenrock Systems, Larkspur Data Systems, or Crestline Health IT) for ongoing monitoring of the codebase. We recommend that the adoption of such a policy be raised as a board-level governance item at the first post-closing meeting of the Company's Board of Directors, which is currently scheduled for June 22, 2026.
In addition, we recommend that the SPA include a representation that no open-source software has been incorporated into the Company's products in a manner that would require the Company to disclose, distribute, or make available any proprietary source code. This representation is discussed further in Section XI below.
D. Risk Assessment
Based on the foregoing, we assess the current open-source compliance risk as low. The identified dependencies are limited to permissive licenses (Apache License 2.0 and MIT License) that are fully compatible with the Company's proprietary SaaS business model. However, ongoing monitoring is recommended as the engineering team expands, new features are developed, and new dependencies are introduced into the platform.
VIII. Employee and Contractor Invention Assignment Agreements
A. Full-Time Employees
Quillen Technologies currently employs thirty-eight (38) full-time employees, distributed across functional areas as follows:
• Engineering: 24 employees
• Sales and Marketing: 6 employees
• General and Administrative: 5 employees
• Executive: 3 employees (Dr. Amara Osei, Julian Voss, Priya Chandrasekar)
All employees are required to execute a Proprietary Information and Inventions Assignment Agreement ("PIIA") as a condition of employment. The Company has represented that PIIAs are on file for all thirty-eight current employees.
We conducted a detailed review of the PIIAs executed by each of the three executives:
1. Dr. Amara Osei — Co-Founder and Chief Executive Officer. Dr. Osei holds 3,200,000 shares of Common Stock. Her PIIA was executed at or around the time of the Company's incorporation on July 12, 2023, as discussed in Section III.B above.
2. Julian Voss — Co-Founder and Chief Technology Officer. Mr. Voss holds 2,800,000 shares of Common Stock. His PIIA was executed at or around the time of the Company's incorporation on July 12, 2023, as discussed in Section III.B above.
3. Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar holds 400,000 shares of Common Stock (subject to vesting under the Quillen Technologies 2023 Equity Incentive Plan). She joined the Company in January 2025, and her PIIA was executed in connection with the commencement of her employment.
Each of the reviewed executive PIIAs contains the following key provisions: (i) an assignment of inventions clause, pursuant to which the employee assigns to the Company all right, title, and interest in and to any inventions, discoveries, developments, or improvements conceived, made, or reduced to practice during the course of employment; (ii) work-for-hire provisions for copyrightable works, providing that all copyrightable works created in the course of employment are works made for hire within the meaning of 17 U.S.C. § 101, and to the extent any such work is not deemed a work made for hire, the employee assigns all copyright interest therein to the Company; (iii) confidentiality obligations requiring the employee to maintain the confidentiality of the Company's proprietary and trade secret information during and after employment; and (iv) non-solicitation provisions restricting the employee from soliciting the Company's employees and customers for a specified period following termination of employment.
In addition to the executive PIIAs, we reviewed a representative sample of PIIAs executed by engineering employees. Our sample included ten (10) out of twenty-four (24) engineering employees, representing approximately 42% of the engineering workforce. The sampled PIIAs were found to be substantively consistent with the executive PIIAs in all material respects, utilizing the same form agreement and containing the same core assignment, work-for-hire, confidentiality, and non-solicitation provisions.
B. Independent Contractors
The Company has engaged a limited number of independent contractors for software development services at various points during its history. We reviewed available contractor agreements and confirmed that such agreements include IP assignment provisions assigning all work product, inventions, and copyrightable works created by the contractor in the course of the engagement to Quillen Technologies, Inc.
We note one contractor arrangement of particular relevance: a pre-incorporation consulting arrangement under which Julian Voss performed software development work related to the Mosaic platform prior to the Company's formal incorporation. This arrangement was documented informally, and the original consulting terms did not include a comprehensive IP assignment provision. However, this issue was addressed at the time of incorporation in July 2023, when Mr. Voss executed a confirmatory IP assignment in addition to his standard founder PIIA. The confirmatory assignment specifically covers all work product and intellectual property created by Mr. Voss in connection with the Mosaic platform during the pre-incorporation period. We reviewed the confirmatory assignment and found it to be adequate to vest ownership in the Company.
C. California and Massachusetts Considerations
Quillen Technologies is headquartered in Massachusetts, and the majority of its employees are believed to be based in the Boston metropolitan area. However, certain employees may be based in California or other states with specific statutory protections governing the assignment of employee inventions.
In particular, California Labor Code § 2870 restricts the enforceability of invention assignment agreements to the extent they purport to require assignment of inventions that are developed entirely on an employee's own time, without the use of the employer's equipment, supplies, facilities, or trade secret information, and that do not relate to the employer's business or anticipated research and development. Similarly, Massachusetts General Laws Chapter 149, Section 24L (enacted as part of the Massachusetts Noncompetition Agreement Act) imposes comparable limitations.
We reviewed the PIIAs utilized by the Company and confirmed that they contain appropriate carve-out language excluding from the assignment obligation any inventions developed entirely on the employee's own time without the use of Company resources, consistent with the requirements of California Labor Code § 2870, Massachusetts G.L. c. 149 § 24L, and analogous statutes in other jurisdictions. No issues were identified with respect to the enforceability of the invention assignment provisions on these grounds.
D. Recommendations.
• Confirm 100% Coverage. While the Company has represented that PIIAs are on file for all thirty-eight current employees, we reviewed only a representative sample of engineering PIIAs (10 out of 24). We recommend that the Company confirm, through a certification by the Company's General Counsel or Human Resources department (or Ostrander Solutions on behalf of the Company), that executed PIIAs are on file for 100% of current employees.
• Onboarding Practices. Ensure that any future hires, particularly in engineering and product development roles, execute PIIAs prior to the commencement of employment. This should be implemented as a standard element of the Company's onboarding process.
• SPA Representations. The SPA representations and warranties should include a representation that all current and former employees and independent contractors who have contributed to the Company's intellectual property have executed valid invention assignment agreements, and that the Company is not aware of any breach of such agreements.
IX. Third-Party IP Licenses
We reviewed the Company's material contracts for the purpose of identifying inbound intellectual property licenses — that is, licenses under which the Company has obtained rights to use third-party intellectual property in connection with the operation of the Mosaic platform.
Based on our review, Quillen licenses certain third-party data feeds and application programming interfaces ("APIs") for use within the Mosaic platform. These licenses are entered into under standard commercial SaaS and API terms and conditions, and are non-exclusive in nature. The licensed data feeds and APIs are used to enrich the Mosaic platform's analytics capabilities with market data, benchmark indices, and related financial information.
We did not identify any exclusive inbound IP licenses that would restrict the Company's flexibility or create material dependency on a single third-party provider. We also did not identify any inbound licenses that would restrict the Company's ability to operate, modify, enhance, or distribute the Mosaic platform. No material royalty obligations were identified in connection with the reviewed inbound licenses; the license fees are structured as standard subscription fees payable on a monthly or annual basis.
We recommend that the SPA include standard representations regarding the Company's compliance with the terms of material inbound IP licenses and the absence of any material breach or default thereunder. In addition, to the extent that any third-party data feed or API is critical to the operation of the Mosaic platform, the Company should be asked to identify such dependencies in the SPA disclosure schedules so that Pinnacle may assess concentration risk and business continuity considerations.
X. IP-Related Litigation and Disputes
The Company has represented that there is no pending or threatened IP-related litigation involving Quillen Technologies, Inc. as either a plaintiff or defendant. Specifically, the Company has represented that:
• No patent infringement claims have been asserted against the Company, and no patent infringement lawsuits or administrative proceedings (including inter partes review petitions) are pending or, to the Company's knowledge, threatened.
• No trademark infringement or unfair competition claims have been asserted against the Company.
• No trade secret misappropriation claims have been asserted against the Company, and no current or former employee or contractor is known to have misappropriated any third-party trade secrets in the course of their work for the Company.
• No copyright infringement claims have been asserted against the Company.
• No cease-and-desist letters or similar communications have been received by the Company relating to any IP matter.
• No IP indemnification claims have been asserted by customers or other parties under the Company's customer agreements or other contractual arrangements.
We did not identify any information in the materials provided that would be inconsistent with these representations. Nevertheless, these representations should be confirmed in the SPA disclosure schedules, and the Company should be asked to provide an updated certification at closing confirming the continued accuracy of these representations as of the closing date.
XI. Recommendations for SPA IP Representations and Warranties
Based on our due diligence review, we recommend that the following intellectual property-related representations and warranties be included in the Series A Preferred Stock Purchase Agreement. We understand that the draft SPA is targeted for initial circulation on or about May 16, 2026. The specific formulations set forth below are presented in summary form; final language will be prepared in connection with the drafting and negotiation of the definitive SPA.
1. Ownership. The Company is the sole and exclusive owner of all intellectual property rights necessary to conduct its business as currently conducted and as proposed to be conducted, free and clear of all liens, security interests, encumbrances, and adverse claims. No intellectual property that is material to the Company's business is owned by or registered in the name of any individual (including any founder, officer, or employee) rather than the Company.
2. No Infringement. To the Company's knowledge, the Company's products, services, and business operations do not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party, including any patent rights, copyrights, trademark rights, trade secret rights, or rights of publicity or privacy.
3. No Third-Party Infringement. To the Company's knowledge, no third party is currently infringing, misappropriating, or otherwise violating any of the Company's intellectual property rights.
4. Employee and Contractor Assignments. All current and former employees and independent contractors who have contributed to the creation, development, or improvement of the Company's intellectual property have executed valid and enforceable invention assignment agreements in the Company's standard form, and the Company is not aware of any breach of any such agreement.
5. Open-Source Compliance. No open-source software has been incorporated into the Company's products or services in a manner that would require the Company to disclose, distribute, or make available any proprietary source code, or that would impose any material restriction on the Company's ability to charge license fees or otherwise commercially exploit its products and services.
6. Patent and Trademark Status. The Company has accurately disclosed in the disclosure schedules all pending patent applications and trademark applications, including application numbers, filing dates, jurisdictions, and current prosecution status. All required maintenance fees, annuities, and renewal fees have been paid when due.
7. No Litigation. There is no pending or, to the Company's knowledge, threatened litigation, claim, proceeding, or investigation relating to the Company's intellectual property, including any claim of infringement, misappropriation, or violation of third-party intellectual property rights.
8. Domain Names. The Company owns and controls all domain names material to the conduct of its business, and no domain name owned by the Company is the subject of any dispute, proceeding, or adverse claim.
9. Trade Secrets. The Company has taken commercially reasonable measures to protect the confidentiality of its trade secrets and other confidential and proprietary information, including requiring employees and contractors to execute confidentiality agreements and implementing appropriate technical and administrative safeguards.
These representations and warranties should be qualified by a disclosure schedule that identifies, at a minimum: (i) the two pending U.S. utility patent applications filed in August 2024, including application numbers and filing dates; (ii) the pending "MOSAIC" trademark application filed in November 2024, including the USPTO Serial Number and filing date; (iii) the quillentech.io domain registration; and (iv) any known exceptions or qualifications to the foregoing representations.
Standard knowledge qualifiers (e.g., "to the Company's knowledge" as defined in the SPA, typically meaning the actual knowledge of specified officers after reasonable inquiry) and materiality thresholds will be subject to negotiation with company counsel, Ostrander Solutions. We will work with the Pinnacle deal team to ensure that the scope of these qualifiers is appropriate and does not unduly limit the protections afforded to the investors.
XII. Open Items and Follow-Up
The following items remain outstanding as of the date of this memorandum and require follow-up during the remainder of the due diligence period:
We have communicated these outstanding items to Ostrander Solutions and expect to receive responses during the week of May 11, 2026. We will update this memorandum and notify the deal team promptly upon receipt of additional materials.
XIII. Conclusion
Based on our review of the materials provided through May 5, 2026, we offer the following summary conclusions regarding the intellectual property posture of Quillen Technologies, Inc.:
Overall IP Portfolio. The Company's intellectual property portfolio is consistent with the expectations for an early-stage enterprise SaaS company at the Series A financing stage. The core Mosaic platform has been developed in-house, the founder assignments are properly documented, and the Company appears to have implemented reasonable practices for protecting its intellectual property through employee and contractor agreements.
Ownership. The Company appears to own all material intellectual property related to the Mosaic platform, with a clean chain of title from the founders through valid Proprietary Information and Inventions Assignment Agreements executed at the time of incorporation. No competing ownership claims, prior employer claims, or university claims have been identified.
Patent Portfolio. The patent portfolio is prosecution-stage only, consisting of two pending U.S. utility patent applications filed in August 2024. No patents have been issued, and no office actions have been received. The specific application numbers remain to be confirmed. Standard prosecution risks apply, and the Company has not prepared a formal freedom-to-operate opinion.
Trademark Portfolio. The "MOSAIC" trademark application is pending, having been filed with the USPTO in November 2024. The application has not yet been approved for publication, and no oppositions or refusals have been identified. The commonality of the "MOSAIC" mark presents a moderate risk of confusion-based refusals or third-party oppositions during the registration process.
Open-Source Compliance. The Company's open-source compliance posture is favorable. All identified open-source dependencies are licensed under permissive licenses (Apache License 2.0 and MIT License), and no copyleft or GPL-family components have been identified. However, the Company does not maintain a formal open-source software policy, and we recommend the adoption of such a policy as a post-closing governance matter.
No IP Litigation. No pending or threatened IP-related litigation, disputes, or claims have been identified.
Recommendation. We recommend proceeding with the transaction, subject to the following conditions:
(i) Receipt and satisfactory review of the outstanding items identified in Section XII above, including the patent application numbers, the trademark serial number, and confirmation of PIIA coverage for all current employees;
(ii) Inclusion of the IP representations and warranties described in Section XI in the definitive Series A Preferred Stock Purchase Agreement; and
(iii) Preparation of appropriate disclosure schedule coverage identifying the Company's pending patent applications, pending trademark application, domain registrations, and any known exceptions to the IP representations.
We will continue to review materials as they are received during the remaining due diligence period through May 23, 2026, and will update this memorandum accordingly. Should any material findings arise in the course of the continued review, we will notify the Pinnacle deal team and Rachel Bernstein immediately.
We remain available to discuss the contents of this memorandum at your convenience and look forward to working with the deal team through the completion of the due diligence process and the negotiation of the definitive transaction documents.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Leila Nazari Lead Associate
By: ________
Robert Jansen Working Associate
Reviewed and Approved By:
By: ________
Rachel Bernstein Responsible Partner
DISTRIBUTION LIST
This memorandum has been distributed to the following recipients:
• Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP
• Tomas Medina, Vice President, Due Diligence, Pinnacle Venture Fund II LP
• Sandeep Rajan, Pinnacle Capital Management LLC (at the discretion of the deal team)
• Internal file — Matter No. 1002-00002 / Billing Code 78412.001
This memorandum is not to be further distributed, copied, or disclosed to any other person without the prior written consent of Calderwood & Harkness LLP.
Item | Status | Responsible Party
Obtain specific patent application numbers for both pending U.S. utility patent applications | Pending | Gregory Navarro / Sophie Marchetti (Ostrander Solutions)
Obtain USPTO Serial Number for "MOSAIC" trademark application | Pending | Gregory Navarro / Sophie Marchetti (Ostrander Solutions)
Confirm PIIAs are on file for all 38 current employees | Pending confirmation | Company / Ostrander Solutions
Request prior art search results for patent applications | Pending | Company / Ostrander Solutions
Confirm domain registrant details and auto-renewal status for quillentech.io | Pending | Company / Ostrander Solutions
Review additional contractor agreements, if any are outstanding or not yet produced | Pending | C&H / Ostrander Solutions
Formal open-source software policy adoption (post-closing governance item) | Recommended | Company Board of Directors (target: June 22, 2026 Board meeting)

MEMORANDUM

MATTER NO.: 1002-00002

BILLING CODE: 78412.001

CALDERWOOD & HARKNESS LLP

DISTRIBUTION LIST

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