CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 555-7200 Facsimile: (415) 555-7201 www.calderwoodharkness.com
April 1, 2026
VIA EMAIL AND HAND DELIVERY
Mr. Sandeep Rajan Managing Partner & GP Principal
Ms. Christine Aldridge Partner, Deal Lead
Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 94115
Re: Engagement of Calderwood & Harkness LLP by Pinnacle Venture Fund II LP — Series A Preferred Stock Financing of Quillen Technologies, Inc.
Matter Number: 1002-00002 Billing Code: 78412.001
Dear Mr. Rajan and Ms. Aldridge:
We are delighted to have the opportunity to work with Pinnacle Venture Fund II LP in connection with the proposed Series A financing of Quillen Technologies, Inc. This engagement letter sets forth the terms and conditions under which Calderwood & Harkness LLP will represent Pinnacle Venture Fund II LP in this matter. We ask that you review this letter carefully and, if the terms are acceptable, countersign where indicated below and return a copy to the Firm.
1. Purpose and Engagement Overview
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle" or the "Client"), managed by its general partner Pinnacle Capital Management LLC, a Delaware limited liability company. The Firm will serve as outside legal counsel to Pinnacle in connection with the negotiation, documentation, and closing of a proposed Series A preferred stock equity financing (the "Transaction") in Quillen Technologies, Inc., a Delaware C-corporation ("Quillen" or the "Company").
Quillen is the developer of "Mosaic," an AI-driven portfolio analytics and risk-attribution software-as-a-service (SaaS) platform. The Company is headquartered at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. We understand that Pinnacle has been in discussions with Quillen's founders and management team regarding a lead investment in the Company's Series A round, and that those discussions have progressed to the point where the parties anticipate circulating a draft term sheet in the near term.
This letter sets forth the terms and conditions of the Firm's engagement, including the scope of representation, the engagement team, billing rates and fee estimates, and other matters governing the attorney-client relationship between the Firm and Pinnacle. By countersigning this letter, the Client agrees to the terms set forth herein.
2. Scope of Representation
The Firm will represent Pinnacle as the lead investor in the Transaction, which contemplates a total round size of approximately Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in Series A Preferred Stock. Pinnacle's anticipated allocation as lead investor is approximately Fourteen Million Dollars ($14,000,000), alongside co-investors Blackthorn Growth Fund III LP (anticipated allocation of approximately Six Million Dollars ($6,000,000)) and Stonebridge Ventures LLC (anticipated allocation of approximately Two Million Five Hundred Thousand Dollars ($2,500,000)).
The specific scope of the Firm's representation in connection with the Transaction will include the following:
(a) Term Sheet Review and Negotiation. Review, negotiation, and markup of the term sheet for the Transaction, including advising the Client on key economic and governance terms, protective provisions, anti-dilution mechanisms, liquidation preferences, and other investor rights.
(b) Legal Due Diligence. Conducting and coordinating comprehensive legal due diligence on the Company, covering the following areas: corporate organization and governance; capitalization and equity; intellectual property (including ownership, licensing, and freedom-to-operate considerations); regulatory compliance; privacy and data security (including compliance with applicable federal and state data protection laws and the Company's data handling practices in connection with the Mosaic platform); material contractual arrangements (including customer, vendor, and partnership agreements); employment and labor matters; litigation and contingent liabilities; and tax matters.
(c) Definitive Transaction Documents. Drafting and negotiating the definitive transaction documents, which are expected to include the following:
(i) Series A Preferred Stock Purchase Agreement;
(ii) Amended and Restated Certificate of Incorporation of the Company (reflecting the authorization and designation of the Series A Preferred Stock);
(iii) Investors' Rights Agreement (including registration rights, information rights, and pro rata participation rights);
(iv) Right of First Refusal and Co-Sale Agreement;
(v) Voting Agreement (including board composition and protective provision arrangements);
(vi) Management rights letter(s) for Pinnacle and, if applicable, other investors meeting the requisite investment thresholds;
(vii) Indemnification agreements for Pinnacle's board designee(s);
(viii) Any side letter(s) between Pinnacle and the Company addressing special rights or obligations of the lead investor; and
(ix) Ancillary closing documents, including legal opinions, officer's certificates, secretary's certificates, and good standing certificates.
(d) Tax Structuring Analysis. Tax structuring analysis in connection with the Transaction, including an assessment of the Company's eligibility for Qualified Small Business Stock ("QSBS") treatment under Internal Revenue Code Section 1202, and advising on structuring considerations to preserve or enhance QSBS eligibility for the Client's investors. This analysis will also encompass review of any outstanding convertible notes of the Company and the mechanics of their conversion into equity in connection with the Transaction.
(e) Privacy and Data Security Assessment. Review of the Company's privacy and data security practices, policies, and compliance posture, particularly as they relate to the Mosaic platform's collection, processing, storage, and transmission of customer portfolio data. This review will be coordinated with the broader due diligence effort and will be overseen by Rachel Bernstein, the Responsible Partner on this engagement.
(f) Closing Process Coordination. Coordinating the closing process, including preparation and management of closing checklists, funds flow memoranda, closing certificates, board and stockholder consent forms, and filings with applicable governmental authorities (including, as applicable, the Delaware Secretary of State).
(g) Post-Closing Obligations. Advising on post-closing obligations and filings, including any securities filings (such as Form D under Regulation D of the Securities Act of 1933, as amended), state blue sky filings, and compliance with post-closing covenants under the definitive transaction documents.
Limitations on Scope. The Firm's representation is limited to the Transaction described herein. Any additional or unrelated matters, including but not limited to subsequent financing rounds, M&A advisory, general fund formation or management matters, portfolio company disputes, or regulatory investigations, would require a separate engagement letter setting forth the terms of such representation.
Co-Investor Representation. The Firm does not represent and will not represent any co-investor in the Transaction. The Client acknowledges and understands that Blackthorn Growth Fund III LP is separately represented by Whitfield & Pryor LLP, located in New York, New York. To the Firm's knowledge, Stonebridge Ventures LLC has not yet engaged separate counsel for the Transaction, and the Firm has no obligation to advise or act on behalf of Stonebridge Ventures LLC or any other co-investor.
Company Counsel. The Client has informed the Firm that Quillen Technologies, Inc. is represented in the Transaction by Fenwick, Torres & Keane LLP, located in Boston, Massachusetts.
3. Engagement Team
The Firm has assembled the following team of attorneys to staff this engagement:
Rachel Bernstein — Responsible Partner. Ms. Bernstein will oversee all aspects of the engagement, serving as the senior partner with ultimate responsibility for the quality and direction of the Firm's work product. Ms. Bernstein brings extensive experience in venture capital financings and emerging growth company representation. She will also personally oversee the privacy and data security due diligence review, an area in which she has particular expertise.
Miriam Calloway — Billing Partner. Ms. Calloway will serve as the primary contact for billing matters and the financial administration of the engagement. She is available to address any questions regarding invoices, fee arrangements, or billing procedures. Ms. Calloway is a member of the Firm's Healthcare & Life Sciences practice group and may also provide substantive input on matters within her area of expertise, as warranted by the engagement.
Leila Nazari — Lead Associate. Ms. Nazari will serve as the primary associate on the engagement, responsible for day-to-day management of the transaction documentation process, due diligence coordination, and communication with opposing counsel and co-investor counsel. Ms. Nazari has particular expertise in tax structuring analysis, including QSBS eligibility under IRC § 1202, and convertible note conversion mechanics. She will take the lead on these aspects of the engagement.
Robert Jansen — Working Associate. Mr. Jansen will support the engagement team with tax structuring analysis and general transactional document drafting. Mr. Jansen's work will be supervised by Ms. Nazari and Ms. Bernstein.
Other attorneys and professional staff, including paralegals and legal assistants, may be assigned to the engagement as needed to ensure timely and efficient delivery of services. The Client will be notified of any material changes in the staffing of the engagement team, including the departure or reassignment of any named team member.
4. Fees and Billing Rates
The Firm will bill the Client on an hourly basis for professional services rendered in connection with this engagement. The current standard hourly rates for the identified members of the engagement team are as follows:
In the event that other attorneys or paralegals are assigned to work on the matter, their time will be billed at the Firm's then-current standard rates for such professionals. Those rates will be communicated to the Client upon request. Paralegal rates currently range from $350 to $475 per hour, depending on seniority and specialization.
The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective each January 1. The Client will be notified in advance of any changes to the rates applicable to this engagement, and the revised rates will apply to services rendered on or after the effective date of the adjustment.
Fee Estimate. Based on the anticipated scope of the engagement as described in Section 2 above — from term sheet negotiation through the closing of the Transaction — the Firm estimates that total legal fees for the engagement will be in the range of $60,000 to $75,000. This estimate is provided for the Client's planning purposes only and is not intended as a cap or ceiling on the fees that may be incurred. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to the complexity of term sheet negotiations, the scope and findings of due diligence, the extent of negotiation of definitive documents, the number and nature of issues raised by opposing counsel or co-investor counsel, the conversion mechanics applicable to any outstanding convertible notes, and other circumstances that are not fully predictable at the outset of the engagement. The Firm will endeavor to keep the Client informed of the status of fees incurred and will promptly notify the Client if it appears that actual fees may materially exceed the estimated range.
The fee estimate set forth above does not include disbursements and out-of-pocket expenses, which are addressed separately in Section 5 below.
5. Expenses and Disbursements
In addition to professional fees for legal services, the Client will be responsible for reimbursement of reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements may include, by way of example and without limitation, the following:
•  Filing fees (including fees for filings with the Delaware Secretary of State and securities regulatory filings);
•  Document reproduction and printing charges;
•  Courier and overnight delivery charges;
•  Travel expenses, including airfare, lodging, ground transportation, and meals, if travel is required in connection with the engagement (the Firm will seek prior approval from the Client before incurring any significant travel expenses);
•  Database and electronic research charges (e.g., Westmark Data Systems, Sundial Solutions, and similar legal research platforms);
•  Escrow or agent fees, to the extent applicable; and
•  Any other reasonable out-of-pocket costs directly related to the engagement.
All disbursements will be itemized on the Firm's monthly invoices, with sufficient detail to permit the Client to review and verify the nature and amount of each charge.
6. Company Reimbursement of Investor Counsel Fees
The Client has informed the Firm that the draft term sheet for the Transaction provides that Quillen Technologies, Inc. will reimburse Pinnacle's reasonable legal fees and expenses incurred in connection with the Transaction, up to a maximum of Seventy-Five Thousand Dollars ($75,000) (the "Reimbursement Cap"). This reimbursement obligation is expected to be incorporated into the definitive transaction documents, and is customary for venture capital financing transactions of this type and size.
To the extent the Company reimburses legal fees and expenses pursuant to the terms of the definitive transaction documents, such reimbursement amounts will be credited against the corresponding amounts owed by the Client to the Firm. The Firm will cooperate with the Client and, as appropriate, with Company counsel in submitting invoices or fee summaries to the Company for reimbursement purposes, subject to the Client's approval.
The Client acknowledges and agrees that any fees and expenses incurred in connection with this engagement that exceed the Reimbursement Cap, or any fees and expenses incurred in connection with services that fall outside the scope of the Company's reimbursement obligation (for example, advice on internal fund matters or investor-specific tax structuring), will be the sole financial responsibility of the Client.
The Firm's obligation to perform services under this engagement is owed to the Client and is not contingent upon or conditioned on the Firm's or the Client's receipt of reimbursement from the Company. In the event that the Company fails or refuses to reimburse legal fees as contemplated, or the Transaction does not close and no reimbursement obligation arises, the Client will remain fully responsible for all fees and expenses incurred by the Firm in connection with this engagement.
7. Billing and Payment Terms
The Firm will issue invoices for professional fees and disbursements on a monthly basis, reflecting services rendered and costs incurred during the preceding calendar month. Invoices will include a description of the services performed, the identity of the timekeeper, the hours expended, and the applicable rate, along with an itemization of any disbursements.
All invoices are due and payable within thirty (30) days of receipt. Payments should be made by wire transfer or check, as specified on the invoice. If the Client has any questions or concerns regarding an invoice, the Client should contact Miriam Calloway, Billing Partner, promptly upon receipt so that any issues may be addressed in a timely manner.
For purposes of all billing and accounting records related to this engagement, the following identifiers should be referenced:
Billing Code: 78412.001 Matter Number: 1002-00002
The Firm reserves the right to suspend or terminate its services in the event of a material delinquency in payment, subject to applicable professional responsibility rules and after providing the Client with reasonable notice and an opportunity to cure.
8. Client Identity and Authority
The Firm's client in this engagement is Pinnacle Venture Fund II LP, and not any individual partner, officer, employee, or affiliate thereof. For the avoidance of doubt, Pinnacle Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, is not a separate client of the Firm by virtue of this engagement, except to the extent that Pinnacle Capital Management LLC is acting on behalf of and for the account of Pinnacle Venture Fund II LP in connection with the Transaction. This engagement does not create an attorney-client relationship between the Firm and any limited partner of the Fund, any portfolio company of the Fund, or any other entity or individual affiliated with the Client.
The Firm understands that the following individuals are authorized to provide instructions to the Firm and to make decisions on behalf of the Client in connection with this engagement:
•  Christine Aldridge, Partner, Deal Lead — Ms. Aldridge will serve as the primary day-to-day client contact for all matters relating to the Transaction. The Firm will direct routine communications, document drafts, and status updates to Ms. Aldridge unless otherwise instructed.
•  Sandeep Rajan, Managing Partner & GP Principal — Mr. Rajan is authorized to provide instructions on behalf of the Client, including with respect to significant strategic decisions, term sheet positions, and closing matters.
•  Tomas Medina, Vice President, Due Diligence — Mr. Medina is authorized to provide instructions on behalf of the Client, particularly with respect to due diligence matters, information requests, and coordination with the Company's management team and counsel.
The Firm will rely on instructions received from the foregoing authorized representatives in the conduct of this engagement. If the Client wishes to designate additional authorized contacts or to modify the foregoing authorizations, the Client should notify the Firm in writing.
9. Confidentiality
The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with the applicable rules of professional conduct governing attorneys in the State of California and the Firm's internal policies regarding the protection of client information. Confidential information includes, without limitation, all non-public information regarding the Client's investment strategy, fund operations, limited partner information, financial data, and all information relating to the Transaction, the Company, and the terms of the engagement.
Confidential information may be disclosed by the Firm only in the following circumstances: (i) as required by applicable law, regulation, or court order; (ii) as required by applicable regulatory authorities with jurisdiction over the Firm or the Client; (iii) with the prior written consent of the Client; or (iv) as otherwise permitted under applicable rules of professional conduct (for example, to the extent necessary to establish a claim or defense in a fee dispute or malpractice action involving the Firm, or to prevent reasonably certain death or substantial bodily harm, as more fully described in the applicable rules).
The attorney-client privilege and the work product doctrine will apply to communications and materials generated in connection with this engagement as provided under applicable law. The Firm will take reasonable measures to preserve the privileged and confidential nature of such communications and materials. The Client should be aware that the privilege may be waived by voluntary disclosure of privileged communications to third parties, and the Client should consult with the Firm before sharing any privileged communications or work product with co-investors, the Company, or other third parties.
10. Conflicts of Interest
The Firm has conducted a conflicts of interest check in connection with the proposed engagement, reviewing the identities of the Client, the Company, the Company's known founders and officers, and the co-investors in the Transaction against the Firm's existing client and matter records. Based on this review, the Firm has not identified any existing conflict of interest or other ethical impediment that would preclude the Firm from undertaking this representation.
If a conflict or potential conflict of interest arises during the course of the engagement — whether due to a new client relationship, a change in circumstances relating to the Transaction, or otherwise — the Firm will promptly notify the Client and discuss appropriate steps to address the situation. Depending on the nature of the conflict, such steps may include obtaining informed written consent from the affected parties pursuant to applicable rules of professional conduct, implementing appropriate ethical screening or information barrier procedures within the Firm, or, if the conflict cannot be resolved, withdrawal from the engagement.
The Client acknowledges that the Firm is a large, multi-practice law firm that represents a significant number of clients in a wide range of matters across various industries and jurisdictions. The Client agrees that the Firm may continue to represent, and may in the future undertake the representation of, other clients whose interests may be adverse to the Client in matters that are not substantially related to this engagement, subject to the Firm's obligations under applicable ethical rules. Nothing in this engagement letter shall be construed to restrict the Firm from representing other clients in matters unrelated to the Transaction, provided that such representation does not create a conflict requiring the Client's consent under applicable rules of professional conduct.
11. Governing Law
This engagement letter and the relationship between the Firm and the Client arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any dispute arising out of or relating to this engagement letter, without prejudice to either party's right to seek relief in any other court of competent jurisdiction.
12. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination of the engagement by either party shall be subject to the Firm's professional obligations under applicable rules of professional conduct, including any obligations arising from pending court proceedings or regulatory matters (if applicable), and the Firm's duty to take reasonable steps to avoid foreseeable prejudice to the Client's interests.
Upon termination of the engagement, the Client will remain responsible for payment of all fees and expenses incurred by the Firm prior to the effective date of termination, in accordance with the billing and payment terms set forth in this letter. The Firm will render a final invoice promptly following the effective date of termination.
Upon termination, the Firm will cooperate with the Client in effecting an orderly transition of the matter to successor counsel designated by the Client, if any, including by promptly transferring relevant files, documents, and work product (subject to any applicable lien rights for unpaid fees and expenses) and by being reasonably available to answer questions from successor counsel during the transition period.
13. Document Retention
Upon completion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, notes, research, and copies of transaction documents — in accordance with the Firm's standard document retention policies, as in effect from time to time. Under the Firm's current policy, closed matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed in the ordinary course without further notice to the Client.
The Client may request the return of original documents provided to the Firm at any time during or after the engagement. The Firm will comply with such requests within a reasonable period of time. The Client acknowledges that the Firm may retain copies of any returned documents for its records, subject to the Firm's confidentiality obligations.
14. Limitation of Liability; No Guarantee of Outcome
The Firm will exercise reasonable professional skill and care in performing the services described in this engagement letter, consistent with the standard of care applicable to attorneys practicing in the relevant areas of law. The Firm is committed to providing the Client with diligent, competent, and responsive legal counsel.
Notwithstanding the foregoing, the Client acknowledges and agrees that no assurance or guarantee is given by the Firm regarding the outcome of the Transaction or any other legal matter. The practice of law involves inherent uncertainties, and the results of any engagement depend on many factors beyond the Firm's control, including the actions and decisions of opposing parties, co-investors, regulatory authorities, and courts. The Firm's fee estimate and the engagement timeline set forth in this letter are based on current assumptions and are subject to change based on the actual course of events.
15. Key Transaction Dates and Timeline (For Reference)
For the Client's reference and planning purposes, the following are the key dates and milestones currently anticipated in connection with the Transaction. These dates are based on the information available as of the date of this letter and are subject to change as the Transaction progresses.
The Firm notes, and the Client has confirmed, that the convertible note extended maturity date applicable to Quillen's outstanding convertible notes is June 30, 2026. This date underscores the urgency of the closing timeline, as a failure to close the Transaction prior to the maturity date could trigger repayment obligations under the convertible notes and materially affect the Company's financial position and capitalization. The Firm will be mindful of this deadline throughout the engagement and will work diligently to support the Client's objective of closing the Transaction on or before the target closing date.
16. Acceptance
We are excited about the prospect of working with Pinnacle Venture Fund II LP on this Transaction, and we are confident that the Firm's experience and capabilities will be a valuable asset to the Client in achieving its investment objectives. We look forward to a productive engagement.
Please confirm your acceptance of the terms and conditions set forth in this engagement letter by countersigning a copy of this letter in the spaces provided below and returning the signed copy to the Firm at your earliest convenience. This letter, when countersigned by an authorized representative of the Client, will constitute the binding agreement between the Firm and the Client governing the terms of this engagement.
If you have any questions regarding any of the terms set forth herein, please do not hesitate to contact Rachel Bernstein at (415) 555-7218 or rachel.bernstein@calderwoodharkness.com, or Miriam Calloway at (415) 555-7233 or miriam.calloway@calderwoodharkness.com.
We appreciate your confidence in Calderwood & Harkness LLP.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Rachel Bernstein
Title: Partner
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Pinnacle Venture Fund II LP, hereby acknowledges receipt of the foregoing engagement letter dated April 1, 2026, and confirms acceptance of the terms and conditions set forth therein. By executing below, the undersigned represents that he or she has the authority to bind the Client to the terms of this engagement letter.
PINNACLE CAPITAL MANAGEMENT LLC (as General Partner of Pinnacle Venture Fund II LP)
By: ________
Name: Sandeep Rajan
Title: Managing Partner & GP Principal
Date: ________
PINNACLE VENTURE FUND II LP
By: ________
Name: Christine Aldridge
Title: Partner, Deal Lead
Date: ________
Enclosures / Attachments: None. This is a standard engagement letter. The Firm's internal conflicts check memorandum is maintained separately as a confidential internal firm document and is not enclosed herewith.
Attorney | Role | Hourly Rate
Rachel Bernstein | Responsible Partner (Privacy & Data Security) | $1,150 per hour
Miriam Calloway | Billing Partner (Healthcare & Life Sciences) | $1,100 per hour
Leila Nazari | Lead Associate (Tax) | $750 per hour
Robert Jansen | Working Associate (Tax) | $625 per hour
Milestone | Target Date
Draft term sheet received from Quillen / Fenwick, Torres & Keane LLP | April 4, 2026
Pinnacle counter-term-sheet target delivery | April 11, 2026
Exclusivity period commencement (target) | April 18, 2026
Due diligence period | April 18 – May 23, 2026
Definitive documents target circulation | May 16, 2026
Exclusivity period expiration (target, 45 days from commencement) | June 2, 2026
Target signing and closing | June 15, 2026
First Board meeting post-close | June 22, 2026