1002-00002 · Pinnacle Venture Fund II LP · Transaction Documents

amended-restated-certificate-of-incorporation-draft.docx DOCUMENT Funds

30 / 40 ← → ✕

Prepared by: Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105

Draft dated May 16, 2026

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

QUILLEN TECHNOLOGIES, INC.

(a Delaware corporation)

Quillen Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:

FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 12, 2023, under the name "Quillen Technologies, Inc." (DE File Number 7384219).

SECOND: This Amended and Restated Certificate of Incorporation (this "Restated Certificate") has been duly adopted in accordance with Sections 228, 242, and 245 of the DGCL by the Board of Directors and the stockholders of the Corporation. The Board of Directors of the Corporation duly adopted resolutions setting forth this Restated Certificate, declaring this Restated Certificate to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor. The stockholders of the Corporation duly approved this Restated Certificate by written consent in accordance with Section 228 of the DGCL. Written notice of the adoption of this Restated Certificate has been given to every stockholder entitled to such notice as provided in Section 228(e) of the DGCL.

THIRD: This Restated Certificate restates, integrates, and further amends the Certificate of Incorporation of the Corporation as heretofore amended and/or restated.

FOURTH: The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as set forth in Articles I through XII below.

Right-click to update Table of Contents

ARTICLE I — NAME

The name of the corporation is Quillen Technologies, Inc. (the "Corporation").

ARTICLE II — REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is Granite State Registered Agents, Inc.

ARTICLE III — PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purposes, including, without limitation, the power to enter into contracts, borrow money, acquire and dispose of property, and take such other actions as may be appropriate or incidental to the foregoing.

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares.

The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Twenty-Five Million (25,000,000) shares, consisting of:

(a) Fifteen Million (15,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and

(b) Ten Million (10,000,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of which:

(i) Two Million Five Hundred Thousand (2,500,000) shares are hereby designated "Series Seed Preferred Stock";

(ii) Five Million Three Hundred Fifty-One Thousand Two Hundred Fifty (5,351,250) shares are hereby designated "Series A Preferred Stock," of which up to Four Million Five Hundred Thousand (4,500,000) shares are issuable in connection with new-money investment and up to Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares are issuable upon conversion of outstanding convertible promissory notes as further described in Article VI hereof; and

(iii) The remaining Two Million One Hundred Forty-Eight Thousand Seven Hundred Fifty (2,148,750) shares of undesignated Preferred Stock may be issued from time to time in one or more additional series as determined by the Board of Directors of the Corporation (the "Board of Directors" or the "Board") pursuant to a resolution or resolutions providing for such issuance, and the Board of Directors is hereby expressly authorized to fix the designation, powers, preferences, rights, qualifications, limitations, and restrictions of each such series of undesignated Preferred Stock.

Section 4.2 — Common Stock.

The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Common Stock and the holders thereof are as follows:

(a) Voting Rights. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation, including, without limitation, the election and removal of directors. Except as otherwise expressly required by law or as provided in this Restated Certificate, the holders of Common Stock and the holders of Preferred Stock shall vote together as a single class on all matters submitted to a vote of the stockholders, with each share of Preferred Stock entitled to a number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock is then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is first solicited.

(b) Dividends. Subject to the preferential dividend rights applicable to each series of Preferred Stock as set forth in this Restated Certificate, dividends may be declared and paid on the Common Stock from funds lawfully available therefor when, as, and if declared by the Board of Directors in its sole discretion. The Corporation shall not declare, pay, or set aside any dividends on shares of Common Stock unless the holders of each series of Preferred Stock then outstanding shall first have received, or simultaneously receive, the full preferential dividends to which such holders are entitled pursuant to Sections 5.3 and 6.3 hereof.

(c) Liquidation. Subject to the preferential liquidation rights of each series of Preferred Stock as set forth in this Restated Certificate, upon any Liquidation Event (as defined in Section 6.4(a) hereof), the remaining assets of the Corporation available for distribution to stockholders, after payment in full of all liquidation preferences to which the holders of Preferred Stock are entitled, shall be distributed ratably among the holders of Common Stock in proportion to the number of shares of Common Stock held by each such holder. The rights of holders of Common Stock to receive distributions upon a Liquidation Event are expressly subject and subordinate to the rights of the holders of Preferred Stock set forth in Sections 5.4 and 6.4 hereof.

Section 4.3 — Equity Incentive Plan; Option Pool.

The Corporation's 2023 Equity Incentive Plan (as amended from time to time, the "Equity Incentive Plan") has been amended to authorize the issuance of up to Three Million (3,000,000) shares of Common Stock thereunder, which authorization reflects an expansion from the prior authorization of Two Million (2,000,000) shares by an increase of One Million (1,000,000) shares. As of the date hereof, One Million Two Hundred Thousand (1,200,000) shares of Common Stock are subject to outstanding stock option awards granted under the Equity Incentive Plan, and One Million Eight Hundred Thousand (1,800,000) shares of Common Stock remain available for future issuance under the Equity Incentive Plan, consisting of Eight Hundred Thousand (800,000) shares previously authorized but unissued and One Million (1,000,000) newly authorized shares. The dilution resulting from such option pool expansion shall be borne by the pre-Series A stockholders of the Corporation (i.e., the holders of Common Stock and Series Seed Preferred Stock), and the per-share valuation of the Series A Preferred Stock as set forth in Article VI hereof has been determined after giving effect to such expansion on a post-money basis.

ARTICLE V — RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES SEED PREFERRED STOCK

The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Series Seed Preferred Stock and the holders thereof are as follows:

Section 5.1 — Designation.

Two Million Five Hundred Thousand (2,500,000) shares of Preferred Stock are hereby designated "Series Seed Preferred Stock." The original issue price per share of the Series Seed Preferred Stock shall be One Dollar and Twenty Cents ($1.20) per share, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, and similar events (the "Series Seed Original Issue Price"). The Series Seed Preferred Stock was originally issued in October 2023, resulting in aggregate gross proceeds to the Corporation of Three Million Dollars ($3,000,000). The holders of the outstanding Series Seed Preferred Stock and their respective holdings are as follows:

Section 5.2 — Voting.

Each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Seed Preferred Stock are then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is first solicited. Except as otherwise expressly required by law or as provided in this Restated Certificate, the holders of Series Seed Preferred Stock shall vote together with the holders of Common Stock and the holders of any other series of Preferred Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation.

Section 5.3 — Dividends.

Holders of Series Seed Preferred Stock shall be entitled to receive non-cumulative dividends at the rate of eight percent (8%) of the Series Seed Original Issue Price per share per annum (i.e., $0.096 per share per annum), payable when and if declared by the Board of Directors out of funds lawfully available therefor. Such dividends shall be payable in preference to and prior to any dividends declared or paid on shares of Common Stock. The right to receive dividends on the Series Seed Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to the holders of Series Seed Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior period. Dividends on the Series Seed Preferred Stock shall be paid pari passu with dividends on the Series A Preferred Stock, on an as-converted to Common Stock basis, and shall be paid senior to and in preference over any dividends on the Common Stock.

Section 5.4 — Liquidation Preference.

(a) Preference Amount. Upon any Liquidation Event (as defined in Section 6.4(a) hereof), the holders of Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any distribution or payment to the holders of Common Stock, an amount per share equal to the Series Seed Original Issue Price ($1.20 per share), plus any dividends declared but unpaid on such shares as of the date of such Liquidation Event (the "Series Seed Liquidation Preference"). If the assets of the Corporation available for distribution are insufficient to permit payment to the holders of Series Seed Preferred Stock and the holders of Series A Preferred Stock of the full preferential amounts to which each is entitled, then the entire assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Series Seed Preferred Stock and the holders of Series A Preferred Stock in proportion to the full preferential amounts each would otherwise be entitled to receive under this Section 5.4 and Section 6.4, respectively.

(b) Non-Participating. The Series Seed Preferred Stock is non-participating. After payment in full of the Series Seed Liquidation Preference, the holders of Series Seed Preferred Stock shall not be entitled to receive any further distribution from the remaining assets of the Corporation unless and until such holders elect to convert their shares of Series Seed Preferred Stock into Common Stock pursuant to Section 5.5 hereof, in which case such holders shall participate in the distribution of remaining assets solely in their capacity as holders of Common Stock. For the avoidance of doubt, each holder of Series Seed Preferred Stock may elect, prior to the consummation of a Liquidation Event, whether to receive the Series Seed Liquidation Preference or to convert into Common Stock and participate in the distribution of remaining assets as a holder of Common Stock.

(c) Priority. The Series Seed Liquidation Preference shall be paid pari passu with the Series A Liquidation Preference (as defined in Section 6.4(b) hereof) from the assets of the Corporation available for distribution, subject to Section 6.4(d) hereof regarding insufficiency of assets.

Section 5.5 — Conversion.

(a) Optional Conversion. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder thereof, into one (1) fully paid and nonassessable share of Common Stock (the "Series Seed Conversion Rate"), subject to adjustment as provided herein or elsewhere in this Restated Certificate.

(b) Automatic Conversion. Each share of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Series Seed Conversion Rate upon the earliest to occur of: (i) the closing of a Qualified IPO (as defined in Section 6.5(b) hereof); or (ii) the receipt by the Corporation of the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (voting as a separate class). Upon any such automatic conversion, each share of Series Seed Preferred Stock shall be converted into one (1) share of Common Stock (subject to adjustment), and the holders thereof shall surrender their certificates (if any) representing such shares of Series Seed Preferred Stock.

(c) Conversion Mechanics. The mechanics of conversion of the Series Seed Preferred Stock, including procedures for surrender of certificates, issuance of Common Stock, and treatment of fractional shares, shall be substantially identical to those set forth in Section 6.5(c) hereof with respect to the Series A Preferred Stock, mutatis mutandis.

Section 5.6 — Anti-Dilution.

The Series Seed Preferred Stock shall be entitled to broad-based weighted-average anti-dilution protection, calculated in the same manner and subject to the same terms and conditions as set forth in Section 6.6 hereof with respect to the Series A Preferred Stock, mutatis mutandis. In the event of a Dilutive Issuance (as defined in Section 6.6(a) hereof), the conversion price applicable to the Series Seed Preferred Stock (initially equal to the Series Seed Original Issue Price of $1.20) shall be adjusted in accordance with the broad-based weighted-average formula set forth in Section 6.6(a) hereof, and the Series Seed Conversion Rate shall be correspondingly adjusted such that the number of shares of Common Stock issuable upon conversion of each share of Series Seed Preferred Stock shall equal the Series Seed Original Issue Price divided by the adjusted conversion price. The excluded issuances set forth in Section 6.6(b) hereof shall apply equally to the Series Seed Preferred Stock anti-dilution provisions.

ARTICLE VI — RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES A PREFERRED STOCK

The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Series A Preferred Stock and the holders thereof are as follows:

Section 6.1 — Designation and Amount.

(a) Designation. Five Million Three Hundred Fifty-One Thousand Two Hundred Fifty (5,351,250) shares of Preferred Stock are hereby designated "Series A Preferred Stock."

(b) New-Money Shares. Up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock are issuable in connection with new-money investment at a price of Five Dollars ($5.00) per share, for aggregate gross proceeds to the Corporation of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000). The investors purchasing such new-money shares and their respective allocations are as follows:

(c) Note Conversion Shares. Up to Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock are issuable upon conversion of outstanding convertible promissory notes at a conversion price of Two Dollars ($2.00) per share. The aggregate principal amount of such convertible notes is One Million Five Hundred Thousand Dollars ($1,500,000), and the estimated accrued and unpaid interest on such notes at the anticipated closing date is Two Hundred Two Thousand Five Hundred Dollars ($202,500), for a total conversion amount of One Million Seven Hundred Two Thousand Five Hundred Dollars ($1,702,500). The conversion price of $2.00 per share is derived from the valuation cap of Twenty-Five Million Dollars ($25,000,000) divided by Twelve Million Five Hundred Thousand (12,500,000) fully-diluted pre-money shares (as calculated on the date of issuance of such notes), resulting in a per-share price of $2.00, which is lower than the twenty percent (20%) discount price of $4.00 per share (calculated as the Series A Original Issue Price of $5.00 multiplied by 0.80). The holders of such convertible notes and their respective allocations are as follows:

(d) Original Issue Price. The original issue price per share of the Series A Preferred Stock shall be Five Dollars ($5.00) per share, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, and similar events (the "Series A Original Issue Price"). For the avoidance of doubt, shares of Series A Preferred Stock issued upon conversion of outstanding convertible notes pursuant to Section 6.1(c) above are deemed issued at the Series A Original Issue Price of $5.00 per share for all purposes under this Restated Certificate, including the calculation of the Series A Liquidation Preference and dividends; provided, however, that the actual conversion price paid by the holders of such convertible notes is $2.00 per share, as further specified in the Series A Preferred Stock Purchase Agreement entered into in connection with the transactions contemplated hereby.

Section 6.2 — Voting Rights.

(a) General Voting. Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock are then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is first solicited. Except as otherwise expressly required by law or as provided in this Restated Certificate, the holders of Series A Preferred Stock shall vote together with the holders of Common Stock and the holders of any other series of Preferred Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(b) Election of Directors. In addition to the general voting rights set forth in Section 6.2(a) above, and subject to the provisions of that certain Voting Agreement among the Corporation and certain of its stockholders entered into in connection with the transactions contemplated hereby (the "Voting Agreement"), the holders of Series A Preferred Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the "Series A Directors"), as follows:

(i) One (1) Series A Director designated by Pinnacle Venture Fund II LP so long as Pinnacle Venture Fund II LP and its affiliates collectively hold at least Five Hundred Thousand (500,000) shares of Series A Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations) (the "Pinnacle Director"). The initial Pinnacle Director shall be Christine Aldridge.

(ii) One (1) Series A Director designated by Blackthorn Growth Fund III LP so long as Blackthorn Growth Fund III LP and its affiliates collectively hold at least Three Hundred Thousand (300,000) shares of Series A Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations) (the "Blackthorn Director"). The initial Blackthorn Director shall be Diana Hershfield.

Section 6.3 — Dividends.

(a) Preferential Dividends. Holders of Series A Preferred Stock shall be entitled to receive non-cumulative dividends at the rate of eight percent (8%) per annum of the Series A Original Issue Price per share (i.e., $0.40 per share per annum), payable when and if declared by the Board of Directors out of funds lawfully available therefor. Such dividends shall be payable prior and in preference to any dividends declared or paid on shares of Common Stock. The right to receive dividends on the Series A Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to the holders of Series A Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior period. Dividends on the Series A Preferred Stock shall be paid pari passu with dividends on the Series Seed Preferred Stock, calculated on an as-converted to Common Stock basis.

(b) Participation in Common Dividends. After payment in full of the preferential dividends on the Series A Preferred Stock as set forth in Section 6.3(a) above and on the Series Seed Preferred Stock as set forth in Section 5.3, the holders of Series A Preferred Stock shall not be entitled to participate further in any dividends declared or paid on shares of Common Stock unless and until such holders convert their shares of Series A Preferred Stock into Common Stock pursuant to Section 6.5 hereof. This provision is consistent with the non-participating structure of the Series A Preferred Stock.

Section 6.4 — Liquidation Preference.

(a) Definition of Liquidation Event. For purposes of this Restated Certificate, a "Liquidation Event" shall mean: (i) any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation; or (ii) a Deemed Liquidation Event.

A "Deemed Liquidation Event" shall mean, unless otherwise determined by the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis):

(A) a merger, consolidation, or similar transaction or series of related transactions (other than a transaction effected solely for the purpose of changing the Corporation's jurisdiction of incorporation) in which the stockholders of the Corporation immediately prior to such transaction or series of related transactions hold, immediately following the consummation thereof, less than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent entity);

(B) a sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions; or

(C) any other transaction or series of related transactions that the Board of Directors determines, in its good faith judgment, constitutes a change of control of the Corporation.

(b) Series A Liquidation Preference Amount. Upon any Liquidation Event, each holder of Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution, prior and in preference to any distribution to the holders of Common Stock, and pari passu with the holders of Series Seed Preferred Stock (subject to Section 6.4(d) below), an amount per share equal to the greater of:

(x) the Series A Original Issue Price ($5.00 per share), plus any dividends declared but unpaid on such share as of the date of such Liquidation Event (the "Series A Liquidation Preference"); or

(y) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to such Liquidation Event (the "As-Converted Amount").

1x Non-Participating. The Series A Preferred Stock is non-participating preferred stock. After payment of the Series A Liquidation Preference (or, if elected, the As-Converted Amount), the holders of Series A Preferred Stock shall not be entitled to receive any further distribution from the remaining assets of the Corporation. The election between subsection (x) and subsection (y) above effectively provides holders of Series A Preferred Stock with the economic benefit of the "as-converted" alternative without a participation feature. Each holder of Series A Preferred Stock shall be deemed to have elected whichever of subsection (x) or subsection (y) results in the greater aggregate payment to such holder. For the avoidance of doubt, a holder of Series A Preferred Stock who is deemed to have elected subsection (y) shall be treated, solely for the purpose of calculating the distribution in connection with such Liquidation Event, as having converted all of its shares of Series A Preferred Stock into Common Stock immediately prior to such Liquidation Event.

(c) Order of Priority. In the event of a Liquidation Event, the assets of the Corporation available for distribution to stockholders shall be distributed in the following order of priority:

First: To the holders of Series A Preferred Stock and the holders of Series Seed Preferred Stock, pari passu, up to and including the full amount of their respective liquidation preference amounts (i.e., the Series A Liquidation Preference and the Series Seed Liquidation Preference, respectively), or, to the extent applicable, the As-Converted Amount elected pursuant to Section 6.4(b)(y) above or the corresponding provision of Section 5.4; and

Second: To the holders of Common Stock (and any holders of Preferred Stock who have elected the As-Converted Amount under Section 6.4(b)(y) or the corresponding provision of Section 5.4, in their capacity as deemed holders of Common Stock), pro rata in proportion to the number of shares of Common Stock held by each such holder (treating for this purpose any shares of Preferred Stock that have been deemed converted into Common Stock as shares of Common Stock).

(d) Insufficiency of Assets. If the assets of the Corporation available for distribution upon a Liquidation Event are insufficient to permit payment in full of the Series A Liquidation Preference and the Series Seed Liquidation Preference to all holders of Preferred Stock, then the entire assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Series A Preferred Stock and the holders of Series Seed Preferred Stock in proportion to the full preferential amounts each such holder would otherwise be entitled to receive under this Section 6.4 and Section 5.4, respectively, and no distribution shall be made to the holders of Common Stock.

Section 6.5 — Conversion.

(a) Optional Conversion. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion (the "Conversion Rate"). The "Conversion Price" for the Series A Preferred Stock shall initially be Five Dollars ($5.00) per share, such that the initial Conversion Rate is one (1) share of Common Stock for each one (1) share of Series A Preferred Stock. The Conversion Price, and thus the Conversion Rate, shall be subject to adjustment as provided in Section 6.6 hereof.

(b) Automatic Conversion. All outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Conversion Rate upon the earliest to occur of:

(i) the closing of a Qualified IPO, defined as a firm-commitment underwritten public offering of shares of Common Stock of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), resulting in aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and offering expenses) of at least Fifty Million Dollars ($50,000,000), and at a per-share public offering price (before deduction of underwriting discounts and commissions) of at least three times (3x) the Series A Original Issue Price (i.e., at least Fifteen Dollars ($15.00) per share, subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations); or

(ii) the date specified by the written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class).

Upon any automatic conversion pursuant to this Section 6.5(b), each share of Series A Preferred Stock shall be converted into the number of shares of Common Stock determined by dividing the Series A Original Issue Price by the then-applicable Conversion Price, and such conversion shall be deemed to have occurred immediately prior to the closing of the Qualified IPO or, in the case of a conversion by consent, as of the date specified in such consent.

(i) Surrender of Certificates. In order to effectuate an optional conversion, a holder of Series A Preferred Stock shall surrender the certificate or certificates (if certificated) representing the shares of Series A Preferred Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the principal office of the Corporation or any transfer agent for the Series A Preferred Stock, together with a written notice to the Corporation stating that such holder elects to convert such shares and specifying the number of shares to be converted. If shares of Series A Preferred Stock are uncertificated, conversion may be effectuated by delivery of written notice to the Corporation through such procedures as the Corporation may establish from time to time.

(ii) Issuance of Common Stock. As promptly as practicable after the surrender of such certificates (or delivery of written notice, in the case of uncertificated shares) and the receipt of such written notice, the Corporation shall issue and deliver, or cause to be issued and delivered, to the converting holder, registered in the name of such holder or such holder's designee, a certificate or certificates (or book-entry shares) representing the number of shares of Common Stock to which such holder is entitled upon conversion.

(iii) Fractional Shares. No fractional shares of Common Stock shall be issued upon any conversion of Series A Preferred Stock. In lieu of any fractional share to which a holder would otherwise be entitled, the number of shares of Common Stock to be issued upon conversion shall be rounded down to the nearest whole share, and the Corporation shall pay such holder an amount in cash equal to the fair market value (as determined by the Board of Directors in good faith) of such fractional share.

(iv) Effective Date of Conversion. Conversion shall be deemed to have been effected as of the close of business on the date on which such certificates have been surrendered (or written notice has been delivered) and such written notice of election to convert has been received by the Corporation (the "Conversion Date"), and the person or persons in whose name or names the certificate or certificates (or book-entry shares) for shares of Common Stock are to be issued upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time.

Section 6.6 — Anti-Dilution Protection.

(a) Broad-Based Weighted-Average Adjustment. If the Corporation issues or sells, or is deemed to issue or sell, any additional shares of Common Stock or Common Stock Equivalents (as defined below) for a consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale (a "Dilutive Issuance"), then the Conversion Price shall be reduced, concurrently with such Dilutive Issuance, to a price determined by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance by the following fraction:

CP₂ = CP₁ × (A + B) / (A + C)

Where:

CP₂ = the new Conversion Price in effect immediately after such Dilutive Issuance;

CP₁ = the Conversion Price in effect immediately prior to such Dilutive Issuance;

A = the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance, calculated on a fully-diluted, as-converted basis, including all outstanding shares of Preferred Stock (on an as-converted to Common Stock basis), all shares of Common Stock issuable upon exercise of outstanding options and warrants, and all shares of Common Stock issuable upon conversion of other outstanding convertible securities, but excluding any shares issuable upon exercise or conversion of securities that are themselves subject to anti-dilution adjustment;

B = the number of shares of Common Stock that would have been issued if the total consideration received or deemed received by the Corporation for the new shares had been divided by CP₁ (i.e., aggregate consideration received ÷ CP₁);

C = the number of new shares of Common Stock actually issued or sold (or deemed issued or sold) in such Dilutive Issuance.

For purposes of this Section 6.6, "Common Stock Equivalents" means any securities or obligations that are exercisable for, convertible into, or exchangeable for shares of Common Stock, including, without limitation, options, warrants, convertible notes, and convertible preferred stock.

If the consideration received or deemed received by the Corporation for such Dilutive Issuance includes non-cash consideration, the fair market value of such non-cash consideration shall be determined by the Board of Directors in good faith. If shares of Common Stock are issued in connection with an issuance of Common Stock Equivalents, no further adjustment shall be made upon the exercise or conversion of such Common Stock Equivalents.

(b) Excluded Issuances. Notwithstanding the foregoing, no adjustment to the Conversion Price shall be made in connection with the following issuances (collectively, "Excluded Issuances"):

(i) shares of Common Stock (or options to purchase shares of Common Stock) issued or issuable to employees, officers, directors, advisors, or consultants of the Corporation pursuant to the Corporation's Equity Incentive Plan or any successor equity incentive plan, in an aggregate amount not to exceed Three Million (3,000,000) shares (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations), as approved by the Board of Directors (including approval of at least one Series A Director);

(ii) shares of Common Stock issued upon conversion of the Series A Preferred Stock or the Series Seed Preferred Stock;

(iii) shares of Common Stock or Series A Preferred Stock issued upon conversion of the convertible promissory notes outstanding as of the date hereof in the aggregate principal amount of $1,500,000 (plus accrued and unpaid interest thereon);

(iv) shares of Common Stock or Common Stock Equivalents issued in connection with bona fide bank lending arrangements, equipment leasing transactions, or other debt financing arrangements, in each case approved by the Board of Directors (including approval of at least one Series A Director);

(v) shares of Common Stock or Common Stock Equivalents issued in connection with bona fide strategic partnerships, joint ventures, technology licensing arrangements, or other similar commercial transactions, in each case approved by the Board of Directors (including approval of at least one Series A Director), where the primary purpose of such issuance is not to raise equity capital; and

(vi) shares of Common Stock issued in connection with a Qualified IPO.

(c) No Adjustment for Upward Rounds. No adjustment to the Conversion Price shall be made in the event of any issuance of shares of Common Stock or Common Stock Equivalents at a price per share equal to or greater than the then-applicable Conversion Price.

Section 6.7 — Redemption.

The Series A Preferred Stock is not redeemable at the option of the holders thereof or the Corporation. No holder of Series A Preferred Stock shall have any right to require the Corporation to redeem or repurchase any shares of Series A Preferred Stock, and the Corporation shall have no obligation to redeem or repurchase any shares of Series A Preferred Stock.

Section 6.8 — Protective Provisions.

In addition to any other vote or consent required by law or by this Restated Certificate, the Corporation shall not, either directly or indirectly, by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote required by law or this Restated Certificate) the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class):

(a) amend, alter, or repeal any provision of this Restated Certificate or the Corporation's bylaws (including by merger, consolidation, or otherwise) in a manner that adversely affects the rights, preferences, privileges, or powers of the Series A Preferred Stock in a manner that is disproportionate to the effect on any other class or series of capital stock;

(b) increase or decrease the authorized number of shares of Series A Preferred Stock, or create (by reclassification or otherwise) any new class or series of capital stock having rights, preferences, or privileges senior to or on parity with the Series A Preferred Stock with respect to voting, dividends, redemption, or liquidation;

(c) authorize or issue any debt security, or incur any indebtedness for borrowed money, in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000) (other than trade payables incurred in the ordinary course of business and ordinary-course equipment financing), or guarantee any indebtedness of a third party in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000);

(d) consummate or approve any merger, consolidation, or business combination with or into another entity, any acquisition of another entity or all or substantially all of the assets of another entity, any sale, lease, transfer, or other disposition of all or substantially all of the assets of the Corporation, or any other Deemed Liquidation Event;

(e) voluntarily liquidate, dissolve, or wind up the affairs of the Corporation, or take any action that would be deemed a voluntary liquidation, dissolution, or winding up of the Corporation;

(f) declare or pay any dividend on, or make any distribution with respect to, any shares of capital stock of the Corporation (other than dividends on the Preferred Stock as provided in Sections 5.3 and 6.3 hereof);

(g) redeem, repurchase, or otherwise acquire any shares of capital stock of the Corporation (other than (I) repurchases of unvested shares of Common Stock from employees, officers, directors, advisors, or consultants of the Corporation upon termination of service pursuant to agreements approved by the Board of Directors providing for repurchase at cost or at the lower of cost or fair market value, and (II) repurchases approved by the Board of Directors, including approval of at least one Series A Director);

(h) increase the size of the Board of Directors beyond five (5) members;

(i) increase the number of shares of Common Stock authorized for issuance under the Corporation's Equity Incentive Plan (or any successor equity incentive plan) beyond Three Million (3,000,000) shares (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations);

(j) enter into, modify, or amend any transaction or arrangement with any officer, director, or holder of more than five percent (5%) of the Corporation's outstanding capital stock (or any family member, affiliate, or associate of any such person), other than (I) transactions on arms'-length terms in the ordinary course of business that are approved by the Board of Directors (including the affirmative vote or written consent of at least one Series A Director who does not have a personal interest in such transaction), and (II) standard employment, consulting, and equity compensation arrangements approved by the Board of Directors;

(k) materially change the Corporation's principal line of business, or enter into any new material line of business that is not reasonably related to the Corporation's existing business as conducted as of the date of this Restated Certificate; or

(l) hire or appoint, terminate (other than for cause), or materially change the compensation of the Corporation's Chief Executive Officer.

ARTICLE VII — BOARD OF DIRECTORS

Section 7.1 — Number and Composition.

The number of directors constituting the Board of Directors shall be five (5), unless otherwise changed by an amendment to this Restated Certificate adopted in accordance with the provisions hereof (including Section 6.8(h)). The Board of Directors shall be composed as follows:

(a) Two (2) directors elected by the holders of Common Stock, voting as a separate class (the "Common Directors"). The initial Common Directors shall be Dr. Amara Osei and Julian Voss.

(b) Two (2) directors elected by the holders of Series A Preferred Stock, voting as a separate class (the "Series A Directors"), designated as follows:

(i) One (1) Series A Director designated by Pinnacle Venture Fund II LP (the "Pinnacle Director"). The initial Pinnacle Director shall be Christine Aldridge.

(ii) One (1) Series A Director designated by Blackthorn Growth Fund III LP (the "Blackthorn Director"). The initial Blackthorn Director shall be Diana Hershfield.

(c) One (1) independent director who is not an employee or officer of the Corporation or an affiliate of any holder of more than five percent (5%) of the Corporation's outstanding capital stock, and who is mutually agreed upon by the Common Directors and the Series A Directors (the "Independent Director"). The Independent Director shall be elected by the Board of Directors based on the mutual agreement of the Common Directors and the Series A Directors. If the Common Directors and the Series A Directors are unable to agree on the identity of the Independent Director within sixty (60) days of any vacancy in such seat, the incumbent Independent Director (if any) shall continue to serve until a successor is agreed upon, or, if no incumbent Independent Director is then serving, the seat shall remain vacant until such agreement is reached.

Section 7.2 — Removal and Vacancies.

(a) Removal. Each director may be removed from office, with or without cause, only by the affirmative vote of the class or group of stockholders entitled to elect such director pursuant to Section 7.1 hereof. No director may be removed by any other class or group of stockholders or by the Board of Directors. The Independent Director may be removed, with or without cause, only by the mutual consent of the Common Directors and the Series A Directors.

(b) Vacancies. Any vacancy on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director shall be filled solely by the class or group of stockholders entitled to elect the director for that seat pursuant to Section 7.1 hereof, or, in the case of the Independent Director, by mutual agreement of the Common Directors and the Series A Directors. Any director elected to fill a vacancy shall serve for the remainder of the term of the director whose seat was vacated.

Section 7.3 — Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, this Restated Certificate, or the bylaws of the Corporation required to be exercised or done by the stockholders. Without limiting the generality of the foregoing, the Board of Directors shall have the authority to determine the compensation of officers, to appoint and remove officers, to adopt and amend the bylaws (subject to Section 6.8 hereof), and to exercise all other powers conferred upon the Board of Directors by the DGCL.

ARTICLE VIII — INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 8.1 — Limitation of Director and Officer Liability.

(a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (including, without limitation, Section 102(b)(7) and Section 102(f) of the DGCL, as amended by Senate Bill 21 of the 153rd Delaware General Assembly, effective August 1, 2025), no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable.

(b) Without limiting the effect of subsection (a) above, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit.

(c) If the DGCL is amended after the date of filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal, or modification of this Section 8.1 shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal, or modification with respect to acts or omissions occurring prior thereto.

Section 8.2 — Indemnification.

(a) The Corporation shall indemnify and hold harmless, to the fullest extent authorized by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), each person who is or was or has agreed to become a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise (each, an "Indemnified Person"), against all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such Indemnified Person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (each, a "Proceeding"), by reason of the fact that such Indemnified Person is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity.

(b) The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of the final disposition of such Proceeding; provided, however, that the payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise.

(c) The rights to indemnification and advancement of expenses provided by this Section 8.2 shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled under any bylaw, agreement (including, without limitation, any individual indemnification agreement between the Corporation and any of its directors or officers), vote of stockholders or disinterested directors, or otherwise, both as to action in such Indemnified Person's official capacity and as to action in another capacity while holding such office. Without limiting the generality of the foregoing, the Corporation has entered into, or intends to enter into, individual indemnification agreements with each of its directors, including Christine Aldridge (the Pinnacle Director designee) and Diana Hershfield (the Blackthorn Director designee), in forms approved by the Board of Directors.

Section 8.3 — Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. The procurement and maintenance of such insurance shall be at the discretion of the Board of Directors and shall not in any way limit or affect the rights and obligations of the Corporation, any director, officer, employee, or agent under this Article VIII.

ARTICLE IX — BYLAWS

The Board of Directors is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation, in whole or in part, by the affirmative vote of a majority of the directors then in office; provided, however, that any adoption, amendment, or repeal of the bylaws by the Board of Directors shall be subject to the protective provisions set forth in Section 6.8 of Article VI hereof to the extent that such adoption, amendment, or repeal would adversely affect the rights, preferences, or privileges of the Series A Preferred Stock. The stockholders of the Corporation may also adopt, amend, or repeal the bylaws by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of capital stock entitled to vote thereon; provided that any such adoption, amendment, or repeal shall likewise be subject to Section 6.8 hereof to the extent applicable. The grant of authority to the Board of Directors to adopt, amend, or repeal the bylaws shall not divest the stockholders of the power, nor limit their power, to adopt, amend, or repeal the bylaws.

ARTICLE X — STOCKHOLDER ACTION

Section 10.1 — Action by Written Consent.

Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted. Such written consent shall have the same force and effect as a vote of stockholders at a meeting duly called and held. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing, in accordance with Section 228(e) of the DGCL and the bylaws of the Corporation.

Section 10.2 — Special Meetings.

Special meetings of stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (if one is elected), or the Chief Executive Officer of the Corporation. Special meetings of stockholders may not be called by any other person or persons. At any special meeting of stockholders, only such business shall be conducted as shall have been stated in the notice of such meeting.

ARTICLE XI — AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Notwithstanding the foregoing, any amendment to this Restated Certificate that would adversely affect the rights, preferences, privileges, or powers of the Series A Preferred Stock or the Series Seed Preferred Stock (in each case, in a manner that is disproportionate to the effect on any other class or series of capital stock) shall require the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of such affected series of Preferred Stock, voting as a separate class, in addition to any other vote required by the DGCL or this Restated Certificate, including, without limitation, the protective provisions set forth in Section 6.8 of Article VI hereof.

ARTICLE XII — MISCELLANEOUS

Section 12.1 — Forum Selection.

(a) Delaware Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any other state court located within the State of Delaware, or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Restated Certificate, or the bylaws of the Corporation (as each may be amended from time to time); or

(iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.

(b) Federal Forum Provision. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters of any offering giving rise to such complaint, and any other professional or entity whose consent is required under the Securities Act of 1933, as amended.

(c) Personal Jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 12.1. If any action the subject matter of which is within the scope of subsection (a) or (b) above is filed in a court other than a court located within the State of Delaware (or, in the case of subsection (b), a federal district court of the United States of America) (a "Foreign Action"), the claiming party shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce subsection (a) or (b) above, and (y) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party's counsel in the Foreign Action as agent for such claiming party.

Section 12.2 — Severability.

If any provision of this Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Restated Certificate (including, without limitation, each such portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees, and agents from personal liability to the fullest extent permitted by applicable law.

Section 12.3 — Employer Identification Number.

The Corporation's Employer Identification Number, as assigned by the Internal Revenue Service, is 93-4817265.

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION]

IN WITNESS WHEREOF, Quillen Technologies, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer as of ____, 2026.

QUILLEN TECHNOLOGIES, INC.

By: ________

Name: Dr. Amara Osei

Title: Chief Executive Officer

EXHIBIT A

PRO FORMA CAPITALIZATION TABLE

(INFORMATIONAL — NOT FILED WITH THE DELAWARE SECRETARY OF STATE)

This Exhibit A is provided for informational and reference purposes only and does not form a part of the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware. In the event of any inconsistency between this Exhibit A and the provisions of the Restated Certificate, the Restated Certificate shall control. Capitalized terms used but not defined herein have the meanings ascribed to them in the Restated Certificate. Share numbers and dollar amounts are approximate and subject to adjustment at closing.

Pre-Series A Capitalization

Post-Series A Capitalization (Fully Diluted)

Fully Diluted Summary

Note: The "Fully Diluted Total (including unissued options)" figure of 18,851,250 shares is provided for internal reference purposes only and is used in certain post-money ownership calculations. The inclusion of unissued and ungranted shares in the option pool in fully-diluted calculations is for modeling purposes and does not reflect shares that are issued and outstanding or subject to binding commitments. Actual post-money ownership percentages should be calculated with reference to the applicable methodolog

Prepared by: Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105
Draft dated May 16, 2026
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
QUILLEN TECHNOLOGIES, INC.
(a Delaware corporation)
Quillen Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 12, 2023, under the name "Quillen Technologies, Inc." (DE File Number 7384219).
SECOND: This Amended and Restated Certificate of Incorporation (this "Restated Certificate") has been duly adopted in accordance with Sections 228, 242, and 245 of the DGCL by the Board of Directors and the stockholders of the Corporation. The Board of Directors of the Corporation duly adopted resolutions setting forth this Restated Certificate, declaring this Restated Certificate to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor. The stockholders of the Corporation duly approved this Restated Certificate by written consent in accordance with Section 228 of the DGCL. Written notice of the adoption of this Restated Certificate has been given to every stockholder entitled to such notice as provided in Section 228(e) of the DGCL.
THIRD: This Restated Certificate restates, integrates, and further amends the Certificate of Incorporation of the Corporation as heretofore amended and/or restated.
FOURTH: The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as set forth in Articles I through XII below.
Right-click to update Table of Contents
ARTICLE I — NAME
The name of the corporation is Quillen Technologies, Inc. (the "Corporation").
ARTICLE II — REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is Granite State Registered Agents, Inc.
ARTICLE III — PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purposes, including, without limitation, the power to enter into contracts, borrow money, acquire and dispose of property, and take such other actions as may be appropriate or incidental to the foregoing.
ARTICLE IV — AUTHORIZED CAPITAL STOCK
Section 4.1 — Authorized Shares.
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Twenty-Five Million (25,000,000) shares, consisting of:
(a) Fifteen Million (15,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and
(b) Ten Million (10,000,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of which:
(i) Two Million Five Hundred Thousand (2,500,000) shares are hereby designated "Series Seed Preferred Stock";
(ii) Five Million Three Hundred Fifty-One Thousand Two Hundred Fifty (5,351,250) shares are hereby designated "Series A Preferred Stock," of which up to Four Million Five Hundred Thousand (4,500,000) shares are issuable in connection with new-money investment and up to Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares are issuable upon conversion of outstanding convertible promissory notes as further described in Article VI hereof; and
(iii) The remaining Two Million One Hundred Forty-Eight Thousand Seven Hundred Fifty (2,148,750) shares of undesignated Preferred Stock may be issued from time to time in one or more additional series as determined by the Board of Directors of the Corporation (the "Board of Directors" or the "Board") pursuant to a resolution or resolutions providing for such issuance, and the Board of Directors is hereby expressly authorized to fix the designation, powers, preferences, rights, qualifications, limitations, and restrictions of each such series of undesignated Preferred Stock.
Section 4.2 — Common Stock.
The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Common Stock and the holders thereof are as follows:
(a) Voting Rights. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation, including, without limitation, the election and removal of directors. Except as otherwise expressly required by law or as provided in this Restated Certificate, the holders of Common Stock and the holders of Preferred Stock shall vote together as a single class on all matters submitted to a vote of the stockholders, with each share of Preferred Stock entitled to a number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock is then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is first solicited.
(b) Dividends. Subject to the preferential dividend rights applicable to each series of Preferred Stock as set forth in this Restated Certificate, dividends may be declared and paid on the Common Stock from funds lawfully available therefor when, as, and if declared by the Board of Directors in its sole discretion. The Corporation shall not declare, pay, or set aside any dividends on shares of Common Stock unless the holders of each series of Preferred Stock then outstanding shall first have received, or simultaneously receive, the full preferential dividends to which such holders are entitled pursuant to Sections 5.3 and 6.3 hereof.
(c) Liquidation. Subject to the preferential liquidation rights of each series of Preferred Stock as set forth in this Restated Certificate, upon any Liquidation Event (as defined in Section 6.4(a) hereof), the remaining assets of the Corporation available for distribution to stockholders, after payment in full of all liquidation preferences to which the holders of Preferred Stock are entitled, shall be distributed ratably among the holders of Common Stock in proportion to the number of shares of Common Stock held by each such holder. The rights of holders of Common Stock to receive distributions upon a Liquidation Event are expressly subject and subordinate to the rights of the holders of Preferred Stock set forth in Sections 5.4 and 6.4 hereof.
Section 4.3 — Equity Incentive Plan; Option Pool.
The Corporation's 2023 Equity Incentive Plan (as amended from time to time, the "Equity Incentive Plan") has been amended to authorize the issuance of up to Three Million (3,000,000) shares of Common Stock thereunder, which authorization reflects an expansion from the prior authorization of Two Million (2,000,000) shares by an increase of One Million (1,000,000) shares. As of the date hereof, One Million Two Hundred Thousand (1,200,000) shares of Common Stock are subject to outstanding stock option awards granted under the Equity Incentive Plan, and One Million Eight Hundred Thousand (1,800,000) shares of Common Stock remain available for future issuance under the Equity Incentive Plan, consisting of Eight Hundred Thousand (800,000) shares previously authorized but unissued and One Million (1,000,000) newly authorized shares. The dilution resulting from such option pool expansion shall be borne by the pre-Series A stockholders of the Corporation (i.e., the holders of Common Stock and Series Seed Preferred Stock), and the per-share valuation of the Series A Preferred Stock as set forth in Article VI hereof has been determined after giving effect to such expansion on a post-money basis.
ARTICLE V — RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES SEED PREFERRED STOCK
The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Series Seed Preferred Stock and the holders thereof are as follows:
Section 5.1 — Designation.
Two Million Five Hundred Thousand (2,500,000) shares of Preferred Stock are hereby designated "Series Seed Preferred Stock." The original issue price per share of the Series Seed Preferred Stock shall be One Dollar and Twenty Cents ($1.20) per share, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, and similar events (the "Series Seed Original Issue Price"). The Series Seed Preferred Stock was originally issued in October 2023, resulting in aggregate gross proceeds to the Corporation of Three Million Dollars ($3,000,000). The holders of the outstanding Series Seed Preferred Stock and their respective holdings are as follows:
Section 5.2 — Voting.
Each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Seed Preferred Stock are then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is first solicited. Except as otherwise expressly required by law or as provided in this Restated Certificate, the holders of Series Seed Preferred Stock shall vote together with the holders of Common Stock and the holders of any other series of Preferred Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation.
Section 5.3 — Dividends.
Holders of Series Seed Preferred Stock shall be entitled to receive non-cumulative dividends at the rate of eight percent (8%) of the Series Seed Original Issue Price per share per annum (i.e., $0.096 per share per annum), payable when and if declared by the Board of Directors out of funds lawfully available therefor. Such dividends shall be payable in preference to and prior to any dividends declared or paid on shares of Common Stock. The right to receive dividends on the Series Seed Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to the holders of Series Seed Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior period. Dividends on the Series Seed Preferred Stock shall be paid pari passu with dividends on the Series A Preferred Stock, on an as-converted to Common Stock basis, and shall be paid senior to and in preference over any dividends on the Common Stock.
Section 5.4 — Liquidation Preference.
(a) Preference Amount. Upon any Liquidation Event (as defined in Section 6.4(a) hereof), the holders of Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any distribution or payment to the holders of Common Stock, an amount per share equal to the Series Seed Original Issue Price ($1.20 per share), plus any dividends declared but unpaid on such shares as of the date of such Liquidation Event (the "Series Seed Liquidation Preference"). If the assets of the Corporation available for distribution are insufficient to permit payment to the holders of Series Seed Preferred Stock and the holders of Series A Preferred Stock of the full preferential amounts to which each is entitled, then the entire assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Series Seed Preferred Stock and the holders of Series A Preferred Stock in proportion to the full preferential amounts each would otherwise be entitled to receive under this Section 5.4 and Section 6.4, respectively.
(b) Non-Participating. The Series Seed Preferred Stock is non-participating. After payment in full of the Series Seed Liquidation Preference, the holders of Series Seed Preferred Stock shall not be entitled to receive any further distribution from the remaining assets of the Corporation unless and until such holders elect to convert their shares of Series Seed Preferred Stock into Common Stock pursuant to Section 5.5 hereof, in which case such holders shall participate in the distribution of remaining assets solely in their capacity as holders of Common Stock. For the avoidance of doubt, each holder of Series Seed Preferred Stock may elect, prior to the consummation of a Liquidation Event, whether to receive the Series Seed Liquidation Preference or to convert into Common Stock and participate in the distribution of remaining assets as a holder of Common Stock.
(c) Priority. The Series Seed Liquidation Preference shall be paid pari passu with the Series A Liquidation Preference (as defined in Section 6.4(b) hereof) from the assets of the Corporation available for distribution, subject to Section 6.4(d) hereof regarding insufficiency of assets.
Section 5.5 — Conversion.
(a) Optional Conversion. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder thereof, into one (1) fully paid and nonassessable share of Common Stock (the "Series Seed Conversion Rate"), subject to adjustment as provided herein or elsewhere in this Restated Certificate.
(b) Automatic Conversion. Each share of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Series Seed Conversion Rate upon the earliest to occur of: (i) the closing of a Qualified IPO (as defined in Section 6.5(b) hereof); or (ii) the receipt by the Corporation of the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (voting as a separate class). Upon any such automatic conversion, each share of Series Seed Preferred Stock shall be converted into one (1) share of Common Stock (subject to adjustment), and the holders thereof shall surrender their certificates (if any) representing such shares of Series Seed Preferred Stock.
(c) Conversion Mechanics. The mechanics of conversion of the Series Seed Preferred Stock, including procedures for surrender of certificates, issuance of Common Stock, and treatment of fractional shares, shall be substantially identical to those set forth in Section 6.5(c) hereof with respect to the Series A Preferred Stock, mutatis mutandis.
Section 5.6 — Anti-Dilution.
The Series Seed Preferred Stock shall be entitled to broad-based weighted-average anti-dilution protection, calculated in the same manner and subject to the same terms and conditions as set forth in Section 6.6 hereof with respect to the Series A Preferred Stock, mutatis mutandis. In the event of a Dilutive Issuance (as defined in Section 6.6(a) hereof), the conversion price applicable to the Series Seed Preferred Stock (initially equal to the Series Seed Original Issue Price of $1.20) shall be adjusted in accordance with the broad-based weighted-average formula set forth in Section 6.6(a) hereof, and the Series Seed Conversion Rate shall be correspondingly adjusted such that the number of shares of Common Stock issuable upon conversion of each share of Series Seed Preferred Stock shall equal the Series Seed Original Issue Price divided by the adjusted conversion price. The excluded issuances set forth in Section 6.6(b) hereof shall apply equally to the Series Seed Preferred Stock anti-dilution provisions.
ARTICLE VI — RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES A PREFERRED STOCK
The rights, preferences, privileges, qualifications, limitations, and restrictions granted to or imposed upon the Series A Preferred Stock and the holders thereof are as follows:
Section 6.1 — Designation and Amount.
(a) Designation. Five Million Three Hundred Fifty-One Thousand Two Hundred Fifty (5,351,250) shares of Preferred Stock are hereby designated "Series A Preferred Stock."
(b) New-Money Shares. Up to Four Million Five Hundred Thousand (4,500,000) shares of Series A Preferred Stock are issuable in connection with new-money investment at a price of Five Dollars ($5.00) per share, for aggregate gross proceeds to the Corporation of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000). The investors purchasing such new-money shares and their respective allocations are as follows:
(c) Note Conversion Shares. Up to Eight Hundred Fifty-One Thousand Two Hundred Fifty (851,250) shares of Series A Preferred Stock are issuable upon conversion of outstanding convertible promissory notes at a conversion price of Two Dollars ($2.00) per share. The aggregate principal amount of such convertible notes is One Million Five Hundred Thousand Dollars ($1,500,000), and the estimated accrued and unpaid interest on such notes at the anticipated closing date is Two Hundred Two Thousand Five Hundred Dollars ($202,500), for a total conversion amount of One Million Seven Hundred Two Thousand Five Hundred Dollars ($1,702,500). The conversion price of $2.00 per share is derived from the valuation cap of Twenty-Five Million Dollars ($25,000,000) divided by Twelve Million Five Hundred Thousand (12,500,000) fully-diluted pre-money shares (as calculated on the date of issuance of such notes), resulting in a per-share price of $2.00, which is lower than the twenty percent (20%) discount price of $4.00 per share (calculated as the Series A Original Issue Price of $5.00 multiplied by 0.80). The holders of such convertible notes and their respective allocations are as follows:
(d) Original Issue Price. The original issue price per share of the Series A Preferred Stock shall be Five Dollars ($5.00) per share, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, and similar events (the "Series A Original Issue Price"). For the avoidance of doubt, shares of Series A Preferred Stock issued upon conversion of outstanding convertible notes pursuant to Section 6.1(c) above are deemed issued at the Series A Original Issue Price of $5.00 per share for all purposes under this Restated Certificate, including the calculation of the Series A Liquidation Preference and dividends; provided, however, that the actual conversion price paid by the holders of such convertible notes is $2.00 per share, as further specified in the Series A Preferred Stock Purchase Agreement entered into in connection with the transactions contemplated hereby.
Section 6.2 — Voting Rights.
(a) General Voting. Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock are then convertible as of the record date for determining stockholders entitled to vote on such matter, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is first solicited. Except as otherwise expressly required by law or as provided in this Restated Certificate, the holders of Series A Preferred Stock shall vote together with the holders of Common Stock and the holders of any other series of Preferred Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation.
(b) Election of Directors. In addition to the general voting rights set forth in Section 6.2(a) above, and subject to the provisions of that certain Voting Agreement among the Corporation and certain of its stockholders entered into in connection with the transactions contemplated hereby (the "Voting Agreement"), the holders of Series A Preferred Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the "Series A Directors"), as follows:
(i) One (1) Series A Director designated by Pinnacle Venture Fund II LP so long as Pinnacle Venture Fund II LP and its affiliates collectively hold at least Five Hundred Thousand (500,000) shares of Series A Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations) (the "Pinnacle Director"). The initial Pinnacle Director shall be Christine Aldridge.
(ii) One (1) Series A Director designated by Blackthorn Growth Fund III LP so long as Blackthorn Growth Fund III LP and its affiliates collectively hold at least Three Hundred Thousand (300,000) shares of Series A Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations) (the "Blackthorn Director"). The initial Blackthorn Director shall be Diana Hershfield.
Section 6.3 — Dividends.
(a) Preferential Dividends. Holders of Series A Preferred Stock shall be entitled to receive non-cumulative dividends at the rate of eight percent (8%) per annum of the Series A Original Issue Price per share (i.e., $0.40 per share per annum), payable when and if declared by the Board of Directors out of funds lawfully available therefor. Such dividends shall be payable prior and in preference to any dividends declared or paid on shares of Common Stock. The right to receive dividends on the Series A Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to the holders of Series A Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior period. Dividends on the Series A Preferred Stock shall be paid pari passu with dividends on the Series Seed Preferred Stock, calculated on an as-converted to Common Stock basis.
(b) Participation in Common Dividends. After payment in full of the preferential dividends on the Series A Preferred Stock as set forth in Section 6.3(a) above and on the Series Seed Preferred Stock as set forth in Section 5.3, the holders of Series A Preferred Stock shall not be entitled to participate further in any dividends declared or paid on shares of Common Stock unless and until such holders convert their shares of Series A Preferred Stock into Common Stock pursuant to Section 6.5 hereof. This provision is consistent with the non-participating structure of the Series A Preferred Stock.
Section 6.4 — Liquidation Preference.
(a) Definition of Liquidation Event. For purposes of this Restated Certificate, a "Liquidation Event" shall mean: (i) any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation; or (ii) a Deemed Liquidation Event.
A "Deemed Liquidation Event" shall mean, unless otherwise determined by the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted basis):
(A) a merger, consolidation, or similar transaction or series of related transactions (other than a transaction effected solely for the purpose of changing the Corporation's jurisdiction of incorporation) in which the stockholders of the Corporation immediately prior to such transaction or series of related transactions hold, immediately following the consummation thereof, less than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent entity);
(B) a sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions; or
(C) any other transaction or series of related transactions that the Board of Directors determines, in its good faith judgment, constitutes a change of control of the Corporation.
(b) Series A Liquidation Preference Amount. Upon any Liquidation Event, each holder of Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution, prior and in preference to any distribution to the holders of Common Stock, and pari passu with the holders of Series Seed Preferred Stock (subject to Section 6.4(d) below), an amount per share equal to the greater of:
(x) the Series A Original Issue Price ($5.00 per share), plus any dividends declared but unpaid on such share as of the date of such Liquidation Event (the "Series A Liquidation Preference"); or
(y) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to such Liquidation Event (the "As-Converted Amount").
1x Non-Participating. The Series A Preferred Stock is non-participating preferred stock. After payment of the Series A Liquidation Preference (or, if elected, the As-Converted Amount), the holders of Series A Preferred Stock shall not be entitled to receive any further distribution from the remaining assets of the Corporation. The election between subsection (x) and subsection (y) above effectively provides holders of Series A Preferred Stock with the economic benefit of the "as-converted" alternative without a participation feature. Each holder of Series A Preferred Stock shall be deemed to have elected whichever of subsection (x) or subsection (y) results in the greater aggregate payment to such holder. For the avoidance of doubt, a holder of Series A Preferred Stock who is deemed to have elected subsection (y) shall be treated, solely for the purpose of calculating the distribution in connection with such Liquidation Event, as having converted all of its shares of Series A Preferred Stock into Common Stock immediately prior to such Liquidation Event.
(c) Order of Priority. In the event of a Liquidation Event, the assets of the Corporation available for distribution to stockholders shall be distributed in the following order of priority:
First: To the holders of Series A Preferred Stock and the holders of Series Seed Preferred Stock, pari passu, up to and including the full amount of their respective liquidation preference amounts (i.e., the Series A Liquidation Preference and the Series Seed Liquidation Preference, respectively), or, to the extent applicable, the As-Converted Amount elected pursuant to Section 6.4(b)(y) above or the corresponding provision of Section 5.4; and
Second: To the holders of Common Stock (and any holders of Preferred Stock who have elected the As-Converted Amount under Section 6.4(b)(y) or the corresponding provision of Section 5.4, in their capacity as deemed holders of Common Stock), pro rata in proportion to the number of shares of Common Stock held by each such holder (treating for this purpose any shares of Preferred Stock that have been deemed converted into Common Stock as shares of Common Stock).
(d) Insufficiency of Assets. If the assets of the Corporation available for distribution upon a Liquidation Event are insufficient to permit payment in full of the Series A Liquidation Preference and the Series Seed Liquidation Preference to all holders of Preferred Stock, then the entire assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Series A Preferred Stock and the holders of Series Seed Preferred Stock in proportion to the full preferential amounts each such holder would otherwise be entitled to receive under this Section 6.4 and Section 5.4, respectively, and no distribution shall be made to the holders of Common Stock.
Section 6.5 — Conversion.
(a) Optional Conversion. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, without the payment of any additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion (the "Conversion Rate"). The "Conversion Price" for the Series A Preferred Stock shall initially be Five Dollars ($5.00) per share, such that the initial Conversion Rate is one (1) share of Common Stock for each one (1) share of Series A Preferred Stock. The Conversion Price, and thus the Conversion Rate, shall be subject to adjustment as provided in Section 6.6 hereof.
(b) Automatic Conversion. All outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Conversion Rate upon the earliest to occur of:
(i) the closing of a Qualified IPO, defined as a firm-commitment underwritten public offering of shares of Common Stock of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), resulting in aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and offering expenses) of at least Fifty Million Dollars ($50,000,000), and at a per-share public offering price (before deduction of underwriting discounts and commissions) of at least three times (3x) the Series A Original Issue Price (i.e., at least Fifteen Dollars ($15.00) per share, subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations); or
(ii) the date specified by the written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class).
Upon any automatic conversion pursuant to this Section 6.5(b), each share of Series A Preferred Stock shall be converted into the number of shares of Common Stock determined by dividing the Series A Original Issue Price by the then-applicable Conversion Price, and such conversion shall be deemed to have occurred immediately prior to the closing of the Qualified IPO or, in the case of a conversion by consent, as of the date specified in such consent.
(c) Conversion Mechanics.
(i) Surrender of Certificates. In order to effectuate an optional conversion, a holder of Series A Preferred Stock shall surrender the certificate or certificates (if certificated) representing the shares of Series A Preferred Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the principal office of the Corporation or any transfer agent for the Series A Preferred Stock, together with a written notice to the Corporation stating that such holder elects to convert such shares and specifying the number of shares to be converted. If shares of Series A Preferred Stock are uncertificated, conversion may be effectuated by delivery of written notice to the Corporation through such procedures as the Corporation may establish from time to time.
(ii) Issuance of Common Stock. As promptly as practicable after the surrender of such certificates (or delivery of written notice, in the case of uncertificated shares) and the receipt of such written notice, the Corporation shall issue and deliver, or cause to be issued and delivered, to the converting holder, registered in the name of such holder or such holder's designee, a certificate or certificates (or book-entry shares) representing the number of shares of Common Stock to which such holder is entitled upon conversion.
(iii) Fractional Shares. No fractional shares of Common Stock shall be issued upon any conversion of Series A Preferred Stock. In lieu of any fractional share to which a holder would otherwise be entitled, the number of shares of Common Stock to be issued upon conversion shall be rounded down to the nearest whole share, and the Corporation shall pay such holder an amount in cash equal to the fair market value (as determined by the Board of Directors in good faith) of such fractional share.
(iv) Effective Date of Conversion. Conversion shall be deemed to have been effected as of the close of business on the date on which such certificates have been surrendered (or written notice has been delivered) and such written notice of election to convert has been received by the Corporation (the "Conversion Date"), and the person or persons in whose name or names the certificate or certificates (or book-entry shares) for shares of Common Stock are to be issued upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time.
Section 6.6 — Anti-Dilution Protection.
(a) Broad-Based Weighted-Average Adjustment. If the Corporation issues or sells, or is deemed to issue or sell, any additional shares of Common Stock or Common Stock Equivalents (as defined below) for a consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale (a "Dilutive Issuance"), then the Conversion Price shall be reduced, concurrently with such Dilutive Issuance, to a price determined by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance by the following fraction:
CP₂ = CP₁ × (A + B) / (A + C)
Where:
CP₂ = the new Conversion Price in effect immediately after such Dilutive Issuance;
CP₁ = the Conversion Price in effect immediately prior to such Dilutive Issuance;
A = the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance, calculated on a fully-diluted, as-converted basis, including all outstanding shares of Preferred Stock (on an as-converted to Common Stock basis), all shares of Common Stock issuable upon exercise of outstanding options and warrants, and all shares of Common Stock issuable upon conversion of other outstanding convertible securities, but excluding any shares issuable upon exercise or conversion of securities that are themselves subject to anti-dilution adjustment;
B = the number of shares of Common Stock that would have been issued if the total consideration received or deemed received by the Corporation for the new shares had been divided by CP₁ (i.e., aggregate consideration received ÷ CP₁);
C = the number of new shares of Common Stock actually issued or sold (or deemed issued or sold) in such Dilutive Issuance.
For purposes of this Section 6.6, "Common Stock Equivalents" means any securities or obligations that are exercisable for, convertible into, or exchangeable for shares of Common Stock, including, without limitation, options, warrants, convertible notes, and convertible preferred stock.
If the consideration received or deemed received by the Corporation for such Dilutive Issuance includes non-cash consideration, the fair market value of such non-cash consideration shall be determined by the Board of Directors in good faith. If shares of Common Stock are issued in connection with an issuance of Common Stock Equivalents, no further adjustment shall be made upon the exercise or conversion of such Common Stock Equivalents.
(b) Excluded Issuances. Notwithstanding the foregoing, no adjustment to the Conversion Price shall be made in connection with the following issuances (collectively, "Excluded Issuances"):
(i) shares of Common Stock (or options to purchase shares of Common Stock) issued or issuable to employees, officers, directors, advisors, or consultants of the Corporation pursuant to the Corporation's Equity Incentive Plan or any successor equity incentive plan, in an aggregate amount not to exceed Three Million (3,000,000) shares (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations), as approved by the Board of Directors (including approval of at least one Series A Director);
(ii) shares of Common Stock issued upon conversion of the Series A Preferred Stock or the Series Seed Preferred Stock;
(iii) shares of Common Stock or Series A Preferred Stock issued upon conversion of the convertible promissory notes outstanding as of the date hereof in the aggregate principal amount of $1,500,000 (plus accrued and unpaid interest thereon);
(iv) shares of Common Stock or Common Stock Equivalents issued in connection with bona fide bank lending arrangements, equipment leasing transactions, or other debt financing arrangements, in each case approved by the Board of Directors (including approval of at least one Series A Director);
(v) shares of Common Stock or Common Stock Equivalents issued in connection with bona fide strategic partnerships, joint ventures, technology licensing arrangements, or other similar commercial transactions, in each case approved by the Board of Directors (including approval of at least one Series A Director), where the primary purpose of such issuance is not to raise equity capital; and
(vi) shares of Common Stock issued in connection with a Qualified IPO.
(c) No Adjustment for Upward Rounds. No adjustment to the Conversion Price shall be made in the event of any issuance of shares of Common Stock or Common Stock Equivalents at a price per share equal to or greater than the then-applicable Conversion Price.
Section 6.7 — Redemption.
The Series A Preferred Stock is not redeemable at the option of the holders thereof or the Corporation. No holder of Series A Preferred Stock shall have any right to require the Corporation to redeem or repurchase any shares of Series A Preferred Stock, and the Corporation shall have no obligation to redeem or repurchase any shares of Series A Preferred Stock.
Section 6.8 — Protective Provisions.
In addition to any other vote or consent required by law or by this Restated Certificate, the Corporation shall not, either directly or indirectly, by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote required by law or this Restated Certificate) the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class):
(a) amend, alter, or repeal any provision of this Restated Certificate or the Corporation's bylaws (including by merger, consolidation, or otherwise) in a manner that adversely affects the rights, preferences, privileges, or powers of the Series A Preferred Stock in a manner that is disproportionate to the effect on any other class or series of capital stock;
(b) increase or decrease the authorized number of shares of Series A Preferred Stock, or create (by reclassification or otherwise) any new class or series of capital stock having rights, preferences, or privileges senior to or on parity with the Series A Preferred Stock with respect to voting, dividends, redemption, or liquidation;
(c) authorize or issue any debt security, or incur any indebtedness for borrowed money, in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000) (other than trade payables incurred in the ordinary course of business and ordinary-course equipment financing), or guarantee any indebtedness of a third party in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000);
(d) consummate or approve any merger, consolidation, or business combination with or into another entity, any acquisition of another entity or all or substantially all of the assets of another entity, any sale, lease, transfer, or other disposition of all or substantially all of the assets of the Corporation, or any other Deemed Liquidation Event;
(e) voluntarily liquidate, dissolve, or wind up the affairs of the Corporation, or take any action that would be deemed a voluntary liquidation, dissolution, or winding up of the Corporation;
(f) declare or pay any dividend on, or make any distribution with respect to, any shares of capital stock of the Corporation (other than dividends on the Preferred Stock as provided in Sections 5.3 and 6.3 hereof);
(g) redeem, repurchase, or otherwise acquire any shares of capital stock of the Corporation (other than (I) repurchases of unvested shares of Common Stock from employees, officers, directors, advisors, or consultants of the Corporation upon termination of service pursuant to agreements approved by the Board of Directors providing for repurchase at cost or at the lower of cost or fair market value, and (II) repurchases approved by the Board of Directors, including approval of at least one Series A Director);
(h) increase the size of the Board of Directors beyond five (5) members;
(i) increase the number of shares of Common Stock authorized for issuance under the Corporation's Equity Incentive Plan (or any successor equity incentive plan) beyond Three Million (3,000,000) shares (subject to appropriate adjustment for stock splits, stock dividends, combinations, subdivisions, and recapitalizations);
(j) enter into, modify, or amend any transaction or arrangement with any officer, director, or holder of more than five percent (5%) of the Corporation's outstanding capital stock (or any family member, affiliate, or associate of any such person), other than (I) transactions on arms'-length terms in the ordinary course of business that are approved by the Board of Directors (including the affirmative vote or written consent of at least one Series A Director who does not have a personal interest in such transaction), and (II) standard employment, consulting, and equity compensation arrangements approved by the Board of Directors;
(k) materially change the Corporation's principal line of business, or enter into any new material line of business that is not reasonably related to the Corporation's existing business as conducted as of the date of this Restated Certificate; or
(l) hire or appoint, terminate (other than for cause), or materially change the compensation of the Corporation's Chief Executive Officer.
ARTICLE VII — BOARD OF DIRECTORS
Section 7.1 — Number and Composition.
The number of directors constituting the Board of Directors shall be five (5), unless otherwise changed by an amendment to this Restated Certificate adopted in accordance with the provisions hereof (including Section 6.8(h)). The Board of Directors shall be composed as follows:
(a) Two (2) directors elected by the holders of Common Stock, voting as a separate class (the "Common Directors"). The initial Common Directors shall be Dr. Amara Osei and Julian Voss.
(b) Two (2) directors elected by the holders of Series A Preferred Stock, voting as a separate class (the "Series A Directors"), designated as follows:
(i) One (1) Series A Director designated by Pinnacle Venture Fund II LP (the "Pinnacle Director"). The initial Pinnacle Director shall be Christine Aldridge.
(ii) One (1) Series A Director designated by Blackthorn Growth Fund III LP (the "Blackthorn Director"). The initial Blackthorn Director shall be Diana Hershfield.
(c) One (1) independent director who is not an employee or officer of the Corporation or an affiliate of any holder of more than five percent (5%) of the Corporation's outstanding capital stock, and who is mutually agreed upon by the Common Directors and the Series A Directors (the "Independent Director"). The Independent Director shall be elected by the Board of Directors based on the mutual agreement of the Common Directors and the Series A Directors. If the Common Directors and the Series A Directors are unable to agree on the identity of the Independent Director within sixty (60) days of any vacancy in such seat, the incumbent Independent Director (if any) shall continue to serve until a successor is agreed upon, or, if no incumbent Independent Director is then serving, the seat shall remain vacant until such agreement is reached.
Section 7.2 — Removal and Vacancies.
(a) Removal. Each director may be removed from office, with or without cause, only by the affirmative vote of the class or group of stockholders entitled to elect such director pursuant to Section 7.1 hereof. No director may be removed by any other class or group of stockholders or by the Board of Directors. The Independent Director may be removed, with or without cause, only by the mutual consent of the Common Directors and the Series A Directors.
(b) Vacancies. Any vacancy on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director shall be filled solely by the class or group of stockholders entitled to elect the director for that seat pursuant to Section 7.1 hereof, or, in the case of the Independent Director, by mutual agreement of the Common Directors and the Series A Directors. Any director elected to fill a vacancy shall serve for the remainder of the term of the director whose seat was vacated.
Section 7.3 — Powers.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, this Restated Certificate, or the bylaws of the Corporation required to be exercised or done by the stockholders. Without limiting the generality of the foregoing, the Board of Directors shall have the authority to determine the compensation of officers, to appoint and remove officers, to adopt and amend the bylaws (subject to Section 6.8 hereof), and to exercise all other powers conferred upon the Board of Directors by the DGCL.
ARTICLE VIII — INDEMNIFICATION AND LIMITATION OF LIABILITY
Section 8.1 — Limitation of Director and Officer Liability.
(a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (including, without limitation, Section 102(b)(7) and Section 102(f) of the DGCL, as amended by Senate Bill 21 of the 153rd Delaware General Assembly, effective August 1, 2025), no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable.
(b) Without limiting the effect of subsection (a) above, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit.
(c) If the DGCL is amended after the date of filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal, or modification of this Section 8.1 shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal, or modification with respect to acts or omissions occurring prior thereto.
Section 8.2 — Indemnification.
(a) The Corporation shall indemnify and hold harmless, to the fullest extent authorized by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), each person who is or was or has agreed to become a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise (each, an "Indemnified Person"), against all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such Indemnified Person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (each, a "Proceeding"), by reason of the fact that such Indemnified Person is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity.
(b) The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of the final disposition of such Proceeding; provided, however, that the payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise.
(c) The rights to indemnification and advancement of expenses provided by this Section 8.2 shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled under any bylaw, agreement (including, without limitation, any individual indemnification agreement between the Corporation and any of its directors or officers), vote of stockholders or disinterested directors, or otherwise, both as to action in such Indemnified Person's official capacity and as to action in another capacity while holding such office. Without limiting the generality of the foregoing, the Corporation has entered into, or intends to enter into, individual indemnification agreements with each of its directors, including Christine Aldridge (the Pinnacle Director designee) and Diana Hershfield (the Blackthorn Director designee), in forms approved by the Board of Directors.
Section 8.3 — Insurance.
The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. The procurement and maintenance of such insurance shall be at the discretion of the Board of Directors and shall not in any way limit or affect the rights and obligations of the Corporation, any director, officer, employee, or agent under this Article VIII.
ARTICLE IX — BYLAWS
The Board of Directors is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation, in whole or in part, by the affirmative vote of a majority of the directors then in office; provided, however, that any adoption, amendment, or repeal of the bylaws by the Board of Directors shall be subject to the protective provisions set forth in Section 6.8 of Article VI hereof to the extent that such adoption, amendment, or repeal would adversely affect the rights, preferences, or privileges of the Series A Preferred Stock. The stockholders of the Corporation may also adopt, amend, or repeal the bylaws by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of capital stock entitled to vote thereon; provided that any such adoption, amendment, or repeal shall likewise be subject to Section 6.8 hereof to the extent applicable. The grant of authority to the Board of Directors to adopt, amend, or repeal the bylaws shall not divest the stockholders of the power, nor limit their power, to adopt, amend, or repeal the bylaws.
ARTICLE X — STOCKHOLDER ACTION
Section 10.1 — Action by Written Consent.
Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted. Such written consent shall have the same force and effect as a vote of stockholders at a meeting duly called and held. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing, in accordance with Section 228(e) of the DGCL and the bylaws of the Corporation.
Section 10.2 — Special Meetings.
Special meetings of stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (if one is elected), or the Chief Executive Officer of the Corporation. Special meetings of stockholders may not be called by any other person or persons. At any special meeting of stockholders, only such business shall be conducted as shall have been stated in the notice of such meeting.
ARTICLE XI — AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Notwithstanding the foregoing, any amendment to this Restated Certificate that would adversely affect the rights, preferences, privileges, or powers of the Series A Preferred Stock or the Series Seed Preferred Stock (in each case, in a manner that is disproportionate to the effect on any other class or series of capital stock) shall require the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of such affected series of Preferred Stock, voting as a separate class, in addition to any other vote required by the DGCL or this Restated Certificate, including, without limitation, the protective provisions set forth in Section 6.8 of Article VI hereof.
ARTICLE XII — MISCELLANEOUS
Section 12.1 — Forum Selection.
(a) Delaware Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any other state court located within the State of Delaware, or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Corporation;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Restated Certificate, or the bylaws of the Corporation (as each may be amended from time to time); or
(iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.
(b) Federal Forum Provision. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters of any offering giving rise to such complaint, and any other professional or entity whose consent is required under the Securities Act of 1933, as amended.
(c) Personal Jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 12.1. If any action the subject matter of which is within the scope of subsection (a) or (b) above is filed in a court other than a court located within the State of Delaware (or, in the case of subsection (b), a federal district court of the United States of America) (a "Foreign Action"), the claiming party shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce subsection (a) or (b) above, and (y) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party's counsel in the Foreign Action as agent for such claiming party.
Section 12.2 — Severability.
If any provision of this Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Restated Certificate (including, without limitation, each such portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees, and agents from personal liability to the fullest extent permitted by applicable law.
Section 12.3 — Employer Identification Number.
The Corporation's Employer Identification Number, as assigned by the Internal Revenue Service, is 93-4817265.
[Remainder of this page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION]
IN WITNESS WHEREOF, Quillen Technologies, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer as of ____, 2026.
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: Dr. Amara Osei
Title: Chief Executive Officer
EXHIBIT A
PRO FORMA CAPITALIZATION TABLE
(INFORMATIONAL — NOT FILED WITH THE DELAWARE SECRETARY OF STATE)
This Exhibit A is provided for informational and reference purposes only and does not form a part of the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware. In the event of any inconsistency between this Exhibit A and the provisions of the Restated Certificate, the Restated Certificate shall control. Capitalized terms used but not defined herein have the meanings ascribed to them in the Restated Certificate. Share numbers and dollar amounts are approximate and subject to adjustment at closing.
Pre-Series A Capitalization
Post-Series A Capitalization (Fully Diluted)
Fully Diluted Summary
Note: The "Fully Diluted Total (including unissued options)" figure of 18,851,250 shares is provided for internal reference purposes only and is used in certain post-money ownership calculations. The inclusion of unissued and ungranted shares in the option pool in fully-diluted calculations is for modeling purposes and does not reflect shares that are issued and outstanding or subject to binding commitments. Actual post-money ownership percentages should be calculated with reference to the applicable methodolog

Prepared by: Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

QUILLEN TECHNOLOGIES, INC.

QUILLEN TECHNOLOGIES, INC.

EXHIBIT A

PRO FORMA CAPITALIZATION TABLE

Record

Parties

Dates

Amounts