1002-00002 · Pinnacle Venture Fund II LP · Engagement

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MEMORANDUM — PRIVILEGED AND CONFIDENTIAL

ATTORNEY WORK PRODUCT

TO: Rachel Bernstein, Responsible Partner Miriam Calloway, Billing Partner

FROM: Leila Nazari, Lead Associate

DATE: April 1, 2026

RE: Conflicts Check Results — Representation of Pinnacle Venture Fund II LP in Series A Preferred Stock Financing of Quillen Technologies, Inc.

MATTER NUMBER: 1002-00002

BILLING CODE: 78412.001

1. Purpose

This memorandum documents the results of the conflicts of interest check conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm by Pinnacle Venture Fund II LP ("Pinnacle VC" or the "Client") as investor counsel in a Series A preferred stock financing (the "Financing" or the "Transaction") of Quillen Technologies, Inc. ("Quillen" or "Quillen Tech"). The purpose of this memorandum is to identify, evaluate, and document any actual or potential conflicts of interest arising from the Firm's current or prior representations that could affect the Firm's ability to undertake the proposed engagement consistent with its professional and ethical obligations.

The conflicts check was conducted pursuant to the Firm's internal conflict clearance procedures, as set forth in the Calderwood & Harkness LLP Conflicts of Interest Policy Manual (revised January 2025), and in compliance with the applicable California Rules of Professional Conduct, including Rule 1.7 (Conflict of Interest: Current Clients), Rule 1.9 (Duties to Former Clients), and Rule 1.10 (Imputation of Conflicts of Interest: General Rule). Additionally, because the Transaction involves entities organized under Delaware law and with operations in Massachusetts, the conflicts analysis has considered the relevant provisions of the Delaware Lawyers' Rules of Professional Conduct and the Massachusetts Rules of Professional Conduct to the extent applicable.

The engagement was formally opened on April 1, 2026, following the completion of the conflicts clearance process described herein and the determination that no conflicts of interest preclude the Firm from undertaking the proposed representation.

2. Matter Description

Pinnacle Venture Fund II LP, a Delaware limited partnership (EIN 88-3529104), acting through its general partner entity, Pinnacle Capital Management LLC, a Delaware limited liability company (EIN 88-3471082), headquartered at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, California 94115, proposes to serve as lead investor in a $22,500,000 Series A preferred equity financing of Quillen Technologies, Inc., a Delaware C-corporation (DE File Number 7384219; EIN 93-4817265) headquartered at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. Quillen Technologies was incorporated in the State of Delaware on July 12, 2023, and operates in the healthcare technology sector.

Pinnacle VC's proposed investment in the Financing consists of $14,000,000 in exchange for 2,800,000 shares of Series A Preferred Stock at a price of $5.00 per share, representing the largest allocation in the Series A round and conferring upon Pinnacle VC the status of lead investor. As lead investor, Pinnacle VC is expected to negotiate the principal economic and governance terms of the Financing, including board representation, protective provisions, anti-dilution protections, information rights, and related investor rights.

Two co-investors are expected to participate in the Financing alongside Pinnacle VC. Blackthorn Growth Fund III LP, a Delaware limited partnership, is expected to invest $6,000,000, and Stonebridge Ventures LLC, a New York limited liability company, is expected to invest $2,500,000. The aggregate round size of $22,500,000 reflects the combined commitments of all three investors, subject to finalization of definitive documentation.

Quillen Technologies is represented in the Transaction by the law firm of Fenwick, Torres & Keane LLP, with offices at 200 Clarendon Street, Suite 3400, Boston, Massachusetts 02116. The lead partner at Fenwick, Torres & Keane on the matter is Gregory Navarro, with associate Sophie Marchetti serving as working counsel. Blackthorn Growth Fund III LP is represented by its own counsel, Whitfield & Pryor LLP, based in New York, New York. Stonebridge Ventures LLC has not, to the Firm's knowledge, engaged separate counsel and may rely on the Transaction documents as negotiated by Pinnacle VC's counsel, subject to its own internal review.

Calderwood & Harkness LLP's scope of engagement in this matter encompasses advising Pinnacle VC on term sheet negotiation, conducting and coordinating legal due diligence on Quillen Technologies (including corporate governance, capitalization, intellectual property, material contracts, regulatory compliance, litigation, and employment matters), and drafting and negotiation of the definitive transaction documents through closing. The definitive transaction documents are expected to include, without limitation, a Series A Preferred Stock Purchase Agreement, an Amended and Restated Certificate of Incorporation, an Investors' Rights Agreement, a Right of First Refusal and Co-Sale Agreement, a Voting Agreement, and related ancillary documents (including legal opinions, management rights letters, and compliance certificates). The target closing date for the Transaction is June 15, 2026.

3. Parties and Individuals Searched

The following parties and individuals were identified as relevant to the conflicts analysis and were searched in the Firm's conflicts clearance systems. The list was compiled based on information provided by the Client, a preliminary review of Quillen Technologies' capitalization table and organizational documents as furnished by Fenwick, Torres & Keane LLP, and publicly available information obtained through standard background research.

3.1 Client and Client Affiliates

The following entities and individuals are associated with the proposed client, Pinnacle Venture Fund II LP:

• Pinnacle Venture Fund II LP — the Client; a Delaware limited partnership; EIN 88-3529104; principal office at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115.

• Pinnacle Capital Management LLC — the General Partner of Pinnacle Venture Fund II LP; a Delaware limited liability company; EIN 88-3471082; same principal office address. Pinnacle Capital Management LLC exercises management authority over the Fund and directs all investment decisions on behalf of the Fund's limited partners.

• Sandeep Rajan — Managing Partner and GP Principal of Pinnacle Capital Management LLC. Mr. Rajan serves as the senior decision-maker for the Pinnacle platform and is a signatory on the engagement letter with the Firm.

• Christine Aldridge — Partner and Deal Lead at Pinnacle VC. Ms. Aldridge is the primary client contact for the Transaction and is responsible for leading Pinnacle's investment in Quillen Technologies.

• Tomas Medina — Vice President, Due Diligence, at Pinnacle VC. Mr. Medina is coordinating the Client's due diligence efforts in connection with the Transaction and will serve as the primary point of contact for the Firm's due diligence work streams.

• Pinnacle Venture Fund I LP — the predecessor fund to Pinnacle Venture Fund II LP; a Delaware limited partnership; approximately $210,000,000 in committed capital (2022 vintage). Although Pinnacle Venture Fund I LP is not a party to the proposed Transaction, it shares a common general partner with Pinnacle Venture Fund II LP, and any matters involving Fund I were reviewed to ensure that no adverse relationship or positional conflict exists that could affect the proposed engagement.

3.2 Target Company and Affiliates

The following entities and individuals are associated with Quillen Technologies, Inc., the target company in the proposed Financing:

• Quillen Technologies, Inc. — the target company; a Delaware C-corporation; DE File Number 7384219; EIN 93-4817265; incorporated July 12, 2023; principal office at 88 Garrison Street, Floor 4, Boston, MA 02116. Quillen Technologies operates in the healthcare technology sector and is developing proprietary software solutions for clinical trial management and regulatory data analytics.

• Dr. Amara Osei — Co-Founder and Chief Executive Officer of Quillen Technologies. Dr. Osei currently holds 3,200,000 shares of Common Stock, representing the single largest individual equity position in the company. Dr. Osei will be a party to the Voting Agreement and ROFR/Co-Sale Agreement in connection with the Financing.

• Julian Voss — Co-Founder and Chief Technology Officer of Quillen Technologies. Mr. Voss currently holds 2,800,000 shares of Common Stock and, like Dr. Osei, will be a party to the ancillary transaction agreements. Mr. Voss is responsible for the company's technology platform and intellectual property development.

• Priya Chandrasekar — Vice President of Product at Quillen Technologies. Ms. Chandrasekar currently holds 400,000 shares of Common Stock and joined the company in January 2025. Ms. Chandrasekar's equity position and her role as a key employee make her a relevant party for the conflicts analysis, particularly given that her equity grant may be subject to vesting acceleration provisions that are commonly negotiated in connection with Series A financings.

3.3 Existing Investors — Seed Round

The following entities participated in Quillen Technologies' prior seed-stage equity financing and hold Series Seed Preferred Stock:

• Harborview Angel Syndicate LLC — a Massachusetts limited liability company; holder of 1,500,000 shares of Series Seed Preferred Stock, representing an aggregate investment of $1,800,000; Managing Member: Margaret "Peggy" Dunlap. Harborview Angel Syndicate is Quillen's largest seed-stage investor and is expected to be a party to the amended and restated investor rights, voting, and ROFR/co-sale agreements in the Transaction.

• Ridgepoint Seed Partners LP — a Delaware limited partnership; holder of 1,000,000 shares of Series Seed Preferred Stock, representing an aggregate investment of $1,200,000; General Partner: Aaron Fitch. Ridgepoint is similarly expected to be a party to the ancillary transaction agreements.

3.4 Convertible Note Holders

The following entities and individuals hold outstanding convertible promissory notes issued by Quillen Technologies that are expected to convert into equity in connection with the Series A Financing:

• Harborview Angel Syndicate LLC — holder of a convertible promissory note with $750,000 in outstanding principal. Harborview is also a seed equity investor, as noted in Section 3.3 above. The terms of conversion of this note will be a subject of negotiation in the Transaction.

• Caldwell Family Office LLC — a Connecticut limited liability company; holder of a convertible promissory note with $500,000 in outstanding principal; Principal: Nathan Caldwell. The Caldwell Family Office is a single-family office investment vehicle.

• Dr. Lawrence Hu — an individual angel investor; holder of a convertible promissory note with $250,000 in outstanding principal. Dr. Hu is a former Chief Investment Officer of a large pension fund and invests in early-stage healthcare technology companies in his personal capacity.

3.5 Co-Investors in Series A

The following entities are expected to co-invest alongside Pinnacle VC in the Series A Financing:

• Blackthorn Growth Fund III LP — a Delaware limited partnership; expected investment of $6,000,000 in the Financing; primary contact: Diana Hershfield, Partner. Blackthorn is represented by its own counsel, Whitfield & Pryor LLP (New York, NY), and will negotiate its side letter and any fund-specific terms independently.

• Stonebridge Ventures LLC — a New York limited liability company; expected investment of $2,500,000 in the Financing; primary contact: Kevin Ashby, Managing Director. Stonebridge has not, to the Firm's knowledge, engaged separate counsel for the Transaction.

3.6 Opposing and Other Counsel

The following law firms are serving as counsel to other parties in the Transaction:

• Fenwick, Torres & Keane LLP — counsel to Quillen Technologies, Inc. (the Company); Lead Partner: Gregory Navarro; Associate: Sophie Marchetti; Offices: 200 Clarendon Street, Suite 3400, Boston, MA 02116. Fenwick, Torres & Keane is expected to serve as company counsel and will prepare the initial drafts of the definitive transaction documents for review and negotiation.

• Whitfield & Pryor LLP — counsel to Blackthorn Growth Fund III LP; New York, New York. Whitfield & Pryor is expected to participate in the negotiation of the definitive documents on behalf of Blackthorn and may prepare a separate side letter for Blackthorn's participation.

3.7 Other Third Parties Searched

The following third-party service providers and agents were identified as having a material relationship to the Transaction or to the parties and were included in the conflicts search:

• Pemberton & Associates CPAs LLP — Quillen Technologies' independent auditor; Engagement Partner: Diane Stratton, CPA; Boston, Massachusetts. Pemberton is expected to provide an audited financial statement or reviewed financial statements in connection with the Transaction's due diligence process.

• Crescent National Bank — Quillen Technologies' primary operating bank; Boston, Massachusetts. The Firm reviewed its records for any representations of or adverse to Crescent National Bank to ensure that no conflict would arise in connection with due diligence review of Quillen's banking relationships.

• Commonwealth Escrow Services, Inc. — potential escrow agent for the Transaction; 75 Federal Street, Suite 800, Boston, MA 02110. Commonwealth may serve as escrow agent in connection with any holdback or indemnification escrow provisions in the definitive documents.

• Granite State Registered Agents, Inc. — Delaware registered agent for both Pinnacle Venture Fund II LP and Quillen Technologies, Inc.; 1209 Orange Street, Wilmington, DE 19801. Granite State serves as the statutory registered agent in the State of Delaware for both the Client and the target company.

4. Databases and Systems Searched

The conflicts check was conducted using the following Firm databases and systems:

1. Calderwood & Harkness LLP Internal Conflicts Database (IntaKe System). The IntaKe system is the Firm's primary enterprise conflicts management platform. It maintains a comprehensive record of all current and former clients, adverse parties, related entities, and individual contacts across all matters handled by the Firm. The IntaKe system was queried using the search methodology described in Section 5 below.

2. New-Matter Intake Records. The Firm's new-matter intake records were reviewed to identify any pending intake requests or recently opened matters involving any of the parties or individuals identified in Section 3.

3. Historical Client/Matter Lists (Active and Closed Matters for the Past Seven Years). The Firm maintains historical records of all active and closed matters for a rolling seven-year period, consistent with the Firm's document retention policy. These records were searched to identify any prior representations of or adverse to the parties or individuals listed in Section 3, including matters that may have been closed but that could give rise to duties to former clients under Rule 1.9 of the California Rules of Professional Conduct.

4. Personnel Records (Lateral Hire Prior-Representation Disclosures). The Firm's human resources records, including prior-representation disclosures submitted by lateral hires during the onboarding process, were reviewed to determine whether any current Firm attorney had previously represented or been adverse to any of the parties or individuals identified in Section 3 while employed at a prior firm. This review covered all lateral attorneys who joined the Firm within the past five years.

All searches were conducted on April 1, 2026, by the undersigned, Leila Nazari, Lead Associate, with the assistance and under the supervision of the Firm's General Counsel and Conflicts Department.

5. Search Methodology

The conflicts search was conducted in accordance with the Firm's standard conflict clearance protocols. The following methodology was employed to ensure a thorough and comprehensive review:

Entity Name Searches. All entity names identified in Section 3 were searched in the IntaKe system and related databases using the full legal name of each entity, any commonly used short names, and all known trade name variants. For example, "Quillen Technologies, Inc." was searched as "Quillen Technologies, Inc.," "Quillen Technologies," "Quillen Tech," and "Quillen." Similarly, "Pinnacle Venture Fund II LP" was searched as "Pinnacle Venture Fund II LP," "Pinnacle Venture Fund II," "Pinnacle VC," "Pinnacle Capital," "Pinnacle Capital Management LLC," and "Pinnacle Capital Management." Truncated and wildcard searches (e.g., "Pinnacle," "Quillen") were also employed to capture partial name matches and variant spellings.

Individual Name Searches. All individual names identified in Section 3 were searched by full legal name, surname only, first name and surname combinations, and any known aliases, nicknames, or alternative spellings. For example, Margaret "Peggy" Dunlap was searched as "Margaret Dunlap," "Peggy Dunlap," "M. Dunlap," and "Dunlap." Dr. Amara Osei was searched as "Amara Osei," "Dr. Amara Osei," "A. Osei," and "Osei."

Cross-Referencing. Search results were cross-referenced against the Firm's current and former client lists, adverse party lists, matter descriptions, and entity relationship trees maintained within the IntaKe system. This cross-referencing was designed to identify not only direct representations of or adverse to the searched parties, but also indirect relationships (e.g., parent-subsidiary relationships, affiliate structures, or common ownership) that might give rise to a conflict of interest.

Prior Representation Review. Any prior representations of or adverse to any party or affiliate identified in the search results were reviewed in detail, including examination of the scope of the prior engagement, the nature of the legal services provided, the identity of the adverse parties, and the relevance of any confidential information obtained in the prior representation to the proposed engagement.

Lateral Hire Screening. The lateral hire prior-representation disclosures of all attorneys on the proposed engagement team — Rachel Bernstein, Miriam Calloway, Leila Nazari, and Robert Jansen — were specifically reviewed to confirm that no individual attorney has a personal conflict arising from prior representations at other firms.

6. Results of Conflicts Check

The results of the conflicts search are set forth below, organized by party or group of parties. Each subsection identifies the party searched, summarizes the relevant search results, and states the conclusion reached with respect to the existence or absence of a conflict of interest.

6.1 Pinnacle Venture Fund II LP / Pinnacle Capital Management LLC

Calderwood & Harkness LLP has not previously represented Pinnacle Venture Fund II LP, Pinnacle Capital Management LLC, or any of their affiliates in any capacity. The IntaKe system returned no results for any current or former matters involving any Pinnacle entity as a client, adverse party, or related party.

Additionally, the Firm has not previously represented Pinnacle Venture Fund I LP, the predecessor fund to Pinnacle Venture Fund II LP, in any capacity. No prior or current adverse representations against any Pinnacle entity were identified. The Firm's personnel records, including lateral hire prior-representation disclosures, did not reveal any prior relationships between Firm attorneys and the Pinnacle entities that would give rise to a conflict.