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

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INVESTORS' RIGHTS AGREEMENT

QUILLEN TECHNOLOGIES, INC.

a Delaware corporation

Dated as of May 16, 2026

Prepared by:

Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105

Matter Number: 1002-00002

DRAFT — FOR DISCUSSION PURPOSES ONLY

CONFIDENTIAL — DRAFT — FOR DISCUSSION PURPOSES ONLY This draft is subject to revision and does not constitute a binding agreement.

INVESTORS' RIGHTS AGREEMENT

This INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 16, 2026, by and among:

(i) QUILLEN TECHNOLOGIES, INC., a Delaware corporation (the "Company"), with its principal office located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116 (EIN: 93-4817265; Delaware File Number: 7384219);

(ii) Each of the investors listed on Exhibit A hereto (each, an "Investor" and collectively, the "Investors"), including without limitation:

(a) Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Lead Investor"), with its principal office at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, California 94115;

(b) Blackthorn Growth Fund III LP, a Delaware limited partnership, as a co-investor;

(d) The holders of outstanding shares of Series Seed Preferred Stock listed on Exhibit A hereto, including Harborview Angel Syndicate LLC, a Massachusetts limited liability company, and Ridgepoint Seed Partners LP, a Delaware limited partnership;

(e) The holders of shares of Series A Preferred Stock issued upon conversion of certain convertible promissory notes, including Harborview Angel Syndicate LLC, Caldwell Family Office LLC, a Connecticut limited liability company, and Dr. Lawrence Hu, an individual; and

(iii) Each of the key holders identified in Exhibit B hereto (each, a "Key Holder" and collectively, the "Key Holders"), consisting of:

(a) Dr. Amara Osei, an individual;

(b) Julian Voss, an individual; and

The Company, the Investors, and the Key Holders are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The Company and the Investors are parties to that certain Series A Preferred Stock Purchase Agreement dated as of May 16, 2026 (the "Purchase Agreement"), pursuant to which the Company is issuing and selling an aggregate of 4,500,000 shares of Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a purchase price of $5.00 per share, for aggregate consideration of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000);

B. Additionally, an aggregate of 851,250 shares of Series A Preferred Stock are being issued upon the conversion of outstanding convertible promissory notes in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus accrued and unpaid interest of approximately Two Hundred Two Thousand Five Hundred Dollars ($202,500), at a conversion price of $2.00 per share, in connection with the closing of the transactions contemplated by the Purchase Agreement;

C. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Parties desire to enter into this Agreement in order to set forth their respective rights and obligations with respect to the registration of certain shares of the Company's capital stock, the provision of certain information rights, the grant of certain rights of first offer with respect to the issuance of new securities, and certain other matters as more fully set forth herein;

D. The Company previously issued an aggregate of 2,500,000 shares of Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a purchase price of $1.20 per share, in October 2023, for aggregate proceeds of Three Million Dollars ($3,000,000), and the holders of such Series Seed Preferred Stock are parties to this Agreement as set forth on Exhibit A; and

E. Certain capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on or about the date hereof (the "Restated Certificate").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if it holds more than fifty percent (50%) of the voting securities of such Person or has the contractual right to appoint a majority of the board of directors (or equivalent governing body) of such Person.

1.2 "Board of Directors" or "Board" means the Board of Directors of the Company, as constituted from time to time. As of the date of this Agreement, the Board consists of five (5) seats: two (2) seats elected by the holders of Common Stock, two (2) seats elected by the holders of Series A Preferred Stock, and one (1) independent seat, in each case as more fully described in the Voting Agreement.

1.3 "Common Stock" means the Common Stock of the Company, par value $0.0001 per share, as authorized by the Restated Certificate.

1.4 "Competitor" means any Person that is engaged in a business that is directly competitive with the principal business of the Company, as reasonably determined in good faith by the Company and the holders of a majority-in-interest of the then-outstanding shares of Registrable Securities held by the Investors. For the avoidance of doubt, the determination of whether a Person constitutes a Competitor shall take into account the nature and scope of the Company's business at the time of such determination.

1.5 "Conversion Stock" means shares of Common Stock issued or issuable upon conversion of the Preferred Stock, including shares of Common Stock issued or issuable upon conversion of the Series Seed Preferred Stock and the Series A Preferred Stock, in each case in accordance with the terms of the Restated Certificate.

1.6 "Damages" means any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and expenses of investigation and litigation), whether or not involving a claim by a third party, that are suffered, incurred, or sustained by the indemnified party in connection with the matters to which the relevant indemnification provision applies.

1.7 "Deemed Liquidation Event" shall have the meaning ascribed to such term in the Restated Certificate.

1.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute.

1.9 "Excluded Registration" means (a) a registration relating solely to the sale of securities to participants in a Company benefit plan on Form S-8 (or any successor form), (b) a registration on Form S-4 (or any successor form) relating solely to a transaction subject to Rule 145 under the Securities Act, (c) a registration in which the only shares of Common Stock being registered are shares of Common Stock issuable upon conversion of debt securities that are also being registered, or (d) any other registration that does not include substantially the same information as would be required in a registration statement covering the sale of Registrable Securities.

1.10 "Form S-3" means such form under the Securities Act as is in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC, including any successor form.

1.11 "Holder" or "Holders" means any Person owning or having the right to acquire Registrable Securities, or any assignee thereof in accordance with Section 2.11 and Section 6.1 of this Agreement. For the avoidance of doubt, the term "Holder" includes any permitted transferee of an Investor who becomes a party to this Agreement in accordance with Section 6.1.

1.12 "Immediate Family Member" means, with respect to any natural person, such person's spouse, domestic partner, parents, grandparents, lineal descendants (including adopted children and stepchildren), siblings, and the spouses of any of the foregoing, as well as any trust or estate of which any of the foregoing persons is a beneficiary or trustee.

1.13 "Initiating Holders" means, collectively, Holders who hold at least fifty percent (50%) of the then-outstanding Registrable Securities.

1.14 "IPO" means the Company's first underwritten public offering of shares of its Common Stock under the Securities Act, registered on a form other than Form S-4 or Form S-8 (or any successor forms), pursuant to an effective registration statement filed with the SEC, resulting in aggregate gross proceeds to the Company (before deduction of underwriting discounts, commissions, and expenses) of at least Thirty Million Dollars ($30,000,000) and a pre-money valuation of at least One Hundred Fifty Million Dollars ($150,000,000).

1.15 "Investors" means the Persons listed on Exhibit A hereto and any transferees or assignees who become parties to this Agreement in accordance with Section 6.1.

1.16 "Key Holders" means the Persons identified as Key Holders in the preamble of this Agreement and as listed on Exhibit B hereto.

1.17 "Major Investor" means any Investor that, individually or together with such Investor's Affiliates, holds at least 500,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date of this Agreement). The determination of Major Investor status shall be made as of the date of the relevant exercise or entitlement. As of the date of this Agreement, the Major Investors are Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, Stonebridge Ventures LLC, Harborview Angel Syndicate LLC, and Ridgepoint Seed Partners LP.

1.18 "New Securities" shall have the meaning set forth in Section 4.1(c) of this Agreement.

1.19 "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, joint venture, association, governmental authority, or any other entity of any kind or nature.

1.20 "Preferred Stock" means, collectively, the Series Seed Preferred Stock and the Series A Preferred Stock of the Company, as authorized by the Restated Certificate.

1.21 "Purchase Agreement" means that certain Series A Preferred Stock Purchase Agreement dated as of May 16, 2026, by and among the Company and the purchasers listed therein, as such agreement may be amended from time to time.

1.22 "Registrable Securities" means (a) all shares of Common Stock issuable or issued upon conversion of the Series Seed Preferred Stock, (b) all shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock, and (c) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares described in clauses (a) and (b) of this definition; provided, however, that Registrable Securities shall not include any shares (i) that have been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering such shares, (ii) that have been sold in compliance with Rule 144 promulgated under the Securities Act, or (iii) that may be sold pursuant to Rule 144 without limitation as to volume or manner of sale and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision), as determined by counsel to the Company.

1.23 "Registration Expenses" means all expenses incurred by the Company in complying with its obligations under Sections 2.1, 2.2, 2.3, and 2.4 of this Agreement, including without limitation (a) all registration, filing, and qualification fees (including fees and expenses relating to filings required to be made with the Financial Industry Regulatory Authority ("FINRA")), (b) printing and copying expenses, (c) fees and disbursements of counsel for the Company, (d) fees and disbursements of the Company's independent certified public accountants (including the expenses of any comfort letters or costs associated with the delivery by such accountants of any comfort letters), (e) transfer agent and registrar fees, (f) fees and expenses incurred in connection with the listing of securities on any securities exchange, (g) Blue Sky fees and expenses (including the reasonable fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities), and (h) the reasonable fees and disbursements of one counsel to the selling Holders selected by the Holders of a majority of the Registrable Securities being registered, in an amount not to exceed Fifty Thousand Dollars ($50,000) per registration. Registration Expenses shall not include Selling Expenses.

1.24 "Restricted Securities" means securities of the Company required to bear a restrictive legend under the Securities Act or that are held by an Affiliate of the Company within the meaning of Rule 144 promulgated under the Securities Act.

1.25 "SEC" or "Commission" means the United States Securities and Exchange Commission, or any successor agency administering the Securities Act or the Exchange Act.

1.26 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute.

1.27 "Selling Expenses" means all underwriting discounts, selling commissions, finder's fees, and stock transfer taxes applicable to the sale of Registrable Securities, and any fees and disbursements of counsel to any Holder (other than the fees and disbursements of counsel included in Registration Expenses pursuant to Section 1.23 hereof).

1.28 "Series A Preferred Stock" means the Series A Preferred Stock of the Company, par value $0.0001 per share, as authorized by and having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.

1.29 "Series Seed Preferred Stock" means the Series Seed Preferred Stock of the Company, par value $0.0001 per share, as authorized by and having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.

1.30 "Special Registration Statement" means a registration statement filed on Form S-4, Form S-8, or any successor forms thereto, or any registration statement covering securities offered and sold in connection with employee benefit plans, dividend reinvestment plans, or similar arrangements.

1.31 "Transaction Agreements" means, collectively, this Agreement, the Purchase Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, the Restated Certificate, and the Management Rights Letters, in each case as such agreements may be amended from time to time.

1.32 "Voting Agreement" means that certain Voting Agreement dated as of the date hereof, by and among the Company, the Investors, and the Key Holders, as such agreement may be amended from time to time.

SECTION 2: REGISTRATION RIGHTS

Section 2.1: Demand Registration

(a) Request for Registration. Subject to the conditions of this Section 2.1, at any time after the earlier of (i) five (5) years after the date of this Agreement (i.e., May 16, 2031) or (ii) one hundred eighty (180) days after the effective date of a registration statement filed by the Company in connection with the IPO, the Initiating Holders may request, in writing delivered to the Company, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by such Initiating Holders and any other Holders who elect to participate, provided that the Registrable Securities to be included in the requested registration have an anticipated aggregate offering price to the public (net of Selling Expenses) of at least Ten Million Dollars ($10,000,000). Each such written request shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering.

(b) Company Obligations. Upon receipt of a proper written request for registration pursuant to Section 2.1(a), the Company shall (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities, and (ii) use commercially reasonable efforts to file, as promptly as practicable, but in any event within sixty (60) days of the receipt of such request (or within ninety (90) days if the Company is required to prepare and file audited financial statements with the SEC not previously included in an SEC filing), a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders and any other Holders (by written notice delivered to the Company within twenty (20) days of the date of the Company's notice pursuant to clause (i) above) request to be included in such registration, subject to the limitations of this Section 2.1. The Company shall use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as promptly as practicable.

(c) Number of Demand Registrations. The Company shall not be obligated to effect, in the aggregate, more than two (2) registrations pursuant to this Section 2.1. For the avoidance of doubt, registrations pursuant to Sections 2.2 and 2.3 shall not be counted as demand registrations for purposes of this Section 2.1(c).

(d) Deferral Right. Notwithstanding the foregoing obligations, the Company may defer the filing of a registration statement requested pursuant to this Section 2.1 for a period of not more than ninety (90) days after the receipt of the request of the Initiating Holders, if the Board of Directors determines in good faith, by resolution adopted by a majority of the directors then in office, that the filing of a registration statement at the time requested would (i) be seriously detrimental to the Company and its stockholders, (ii) materially interfere with a significant acquisition, corporate reorganization, financing, or other similar transaction involving the Company, or (iii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. The Company shall promptly provide written notice to the Initiating Holders of its determination to exercise such deferral right, which notice shall include a general statement of the reasons for the deferral (without the requirement to disclose confidential information the premature disclosure of which is the basis for the deferral). The Company shall not exercise such deferral right more than once in any twelve (12)-month period, and any such deferral period shall terminate upon the earlier of the expiration of such ninety (90)-day period or such time as the basis for the deferral no longer exists.

(e) Underwriting Requirements. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in the written notice referred to in Section 2.1(b). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The managing underwriter or underwriters for any offering under this Section 2.1 shall be selected by the Company, subject to the prior written approval of the Initiating Holders (which approval shall not be unreasonably withheld, conditioned, or delayed). All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.

Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the managing underwriter and allocated among the Holders of Registrable Securities requesting inclusion in such registration on a pro rata basis according to the number of Registrable Securities then owned by each such Holder requesting inclusion (including the Initiating Holders); provided, however, that the number of Registrable Securities included in any such underwriting shall not be reduced to less than thirty percent (30%) of the total number of securities included in the registration. For purposes of the preceding sentence concerning apportionment, for any selling Holder that is a partnership, limited liability company, or similar entity, the partners, members, retired partners, retired members, and stockholders of such Holder, or the estates and Immediate Family Members of any such partners, members, and retired partners and retired members, and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single "selling Holder" and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

(f) Effective Registration. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all Registrable Securities included in such registration have actually been sold thereunder), provided, however, that a registration that does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Initiating Holders (other than a refusal to proceed based upon the advice of counsel to the Initiating Holders that the registration statement or the prospectus contained therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading) shall be deemed to have been effected by the Company at the request of such Initiating Holders unless the Initiating Holders shall have elected to pay all Registration Expenses in connection with such registration, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Initiating Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders. If the Initiating Holders withdraw a request for registration pursuant to this Section 2.1 due to a material adverse change in the condition, business, or prospects of the Company that was not known to the Initiating Holders at the time of the request for such registration, such registration shall not be counted as one of the demand registrations to which the Initiating Holders are entitled pursuant to Section 2.1(c), and the Company shall bear all Registration Expenses incurred in connection therewith.

Section 2.2: Piggyback Registration

(a) Company Registration. If at any time after the date of this Agreement the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration, a Special Registration Statement, or a registration statement relating to any acquisition by the Company), the Company shall, at such time, promptly give each Holder of Registrable Securities written notice of such registration not later than twenty (20) days before the anticipated filing date of the registration statement relating to such registration. Such notice shall set forth the Company's intention to file a registration statement for such offering and shall offer the Holders the opportunity to register in such filing such number of Registrable Securities as each such Holder may request in writing.

(b) Right to Include. Upon the written request of a Holder made within fifteen (15) days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company shall give written notice of such determination to each Holder of Registrable Securities previously notified and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (or, in the case of a delay, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering the other equity securities). No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or Section 2.3.

(c) Underwriting Cutback. If the registration of which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any Holder of Registrable Securities to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following manner:

(i) first, all securities the Company proposes to sell for its own account;

(ii) second, all Registrable Securities requested to be included by the Holders, allocated on a pro rata basis among all such Holders based on the relative number of Registrable Securities then held by each such Holder requesting inclusion; and

(iii) third, any other securities of the Company requested to be included in such registration by any other stockholders of the Company, allocated among such stockholders on a pro rata basis or in such manner as they may agree among themselves.

No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(d) Expenses. All Registration Expenses incurred in connection with a registration pursuant to this Section 2.2 shall be borne by the Company. All Selling Expenses relating to Registrable Securities registered on behalf of the Holders shall be borne by the selling Holders participating in such registration on a pro rata basis in proportion to the number of Registrable Securities sold by each such Holder.

(e) No Obligation to Proceed. The Company shall have no obligation to complete any offering or to proceed with any registration under this Section 2.2 if the Company, in its sole discretion, determines not to proceed with the proposed registration of its equity securities. Nothing in this Section 2.2 shall create any liability on the part of the Company to any Holder of Registrable Securities if the Company determines not to proceed with a proposed registration.

Section 2.3: Form S-3 Registration

(a) Eligibility. After the Company becomes eligible to use Form S-3 (or any successor form) for secondary offerings of its securities under the Securities Act, the Holders of at least thirty percent (30%) of the then-outstanding Registrable Securities may request, in writing, that the Company file a registration statement on Form S-3 under the Securities Act covering the registration of Registrable Securities, provided that the Registrable Securities to be included in such registration have an anticipated aggregate offering price to the public (net of Selling Expenses) of at least Three Million Dollars ($3,000,000). Upon receipt of such request, the Company shall (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities, and (ii) use commercially reasonable efforts to effect, as promptly as practicable, the registration on Form S-3 of all Registrable Securities that the Holders request to be registered in accordance with this Section 2.3.

(b) Number of S-3 Registrations. Notwithstanding the foregoing, the Company shall not be obligated to effect more than two (2) registrations on Form S-3 in any twelve (12)-month period pursuant to this Section 2.3. Registrations effected pursuant to this Section 2.3 shall not be counted as demand registrations for purposes of Section 2.1(c).

(c) Deferral. The Company's right to defer the filing of a registration statement on Form S-3 shall be subject to the same terms and limitations set forth in Section 2.1(d) with respect to demand registrations.

Section 2.4: Obligations of the Company

Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until all of the Registrable Securities covered by such registration statement have been sold or such shorter period as may be required for the distribution of such Registrable Securities thereunder. The Company shall not be required to file, cause to become effective, or keep effective a registration statement that would require the Company to include therein audited financial statements for any period subsequent to the most recently completed fiscal year for which audited financial statements have been filed with the SEC, unless such financial statements are then available.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in Section 2.4(a) above.

(c) Furnish to each selling Holder participating in such registration and the underwriters, if any, without charge, such number of conformed copies of such registration statement and each amendment and supplement thereto (including all exhibits and all documents incorporated therein by reference), and such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in each case in conformity with the requirements of the Securities Act, and such other documents as such selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such selling Holder.

(d) Use commercially reasonable efforts to register or qualify such Registrable Securities covered by the registration statement under such securities or "Blue Sky" laws of such jurisdictions in the United States as the selling Holders or, in the case of an underwritten offering, the managing underwriter, may reasonably request, and take any and all other actions as may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction.

(e) Promptly notify each selling Holder of Registrable Securities covered by such registration statement (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, (ii) of any request by the SEC or any state securities authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event during the period a registration statement is effective that makes any statement made in the registration statement or related prospectus untrue in any material respect or that requires the making of any changes in such registration statement or prospectus so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Use commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange.

(g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and, where applicable, a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(h) Enter into and perform its obligations under such customary agreements (including an underwriting agreement in customary form with the managing underwriter or underwriters of such offering) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.

(i) In connection with any underwritten offering, make available for inspection by any selling Holder, any underwriter participating in any such disposition of Registrable Securities, and any attorney or accountant retained by any such selling Holder or underwriter, at reasonable times and upon reasonable notice, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such selling Holder, underwriter, attorney, or accountant in connection with such registration statement, subject to the execution of customary confidentiality agreements.

(j) Use commercially reasonable efforts to obtain a "comfort letter" (or, in the case of any such Person that does not satisfy the independence requirements, an "agreed upon procedures letter") from the Company's independent certified public accounting firm (currently Pemberton & Associates CPAs LLP, Boston, Massachusetts; engagement partner: Diane Stratton, CPA) in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders.

(k) Use commercially reasonable efforts to furnish, at the request of any selling Holder, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the managing underwriter(s), if any, and to the selling Holders, and (ii) a "negative assurance" letter, dated as of such date, of the counsel representing the Company, in form and substance as is customarily given to underwriters in an underwritten public offering.

(l) Otherwise cooperate reasonably with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) or book-entry shares representing securities to be sold pursuant to such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or the selling Holders may request.

Section 2.5: Furnish Information

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company, in writing, such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement. The failure of any Holder to furnish such information within a reasonable time after receiving a written request therefor shall relieve the Company of any obligation to include such Holder's Registrable Securities in the applicable registration statement, but shall not relieve the Company of its obligations with respect to the Registrable Securities of the other selling Holders.

Section 2.6: Expenses of Registration

(a) All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to Sections 2.1, 2.2, and 2.3 shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the selling Holders participating in such registration, pro rata, on the basis of the number of Registrable Securities sold by each such Holder in such registration.

(b) Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; provided, however, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one demand registration pursuant to Section 2.1.

(c) The Company shall reimburse the Holders for the reasonable fees and disbursements of one (1) counsel selected by the Holders of a majority of the Registrable Securities being registered in connection with any registration, qualification, or compliance effected pursuant to Sections 2.1, 2.2, and 2.3, in an amount not to exceed Fifty Thousand Dollars ($50,000) per registration.

Section 2.7: Delay of Registration

No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 or of any Holder's right to participate in any registration.

Section 2.8: Indemnification in Connection with Registration

(a) Company Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder of Registrable Securities included in a registration statement, each such Holder's officers, directors, partners, members, managers, shareholders, agents, and each Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any attorney or accountant retained by any such Holder (collectively, the "Holder Indemnified Parties"), from and against any and all Damages, joint or several, to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law, or otherwise, insofar as such Damages (or actions or proceedings in respect thereof, whether commenced or threatened) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law in connection with any such registration; provided, however, that the Company will not be liable to any Holder Indemnified Party in any such case to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use in connection with such registration. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors, and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Holder Indemnified Parties set forth in this Section 2.8(a).

(b) Holder Indemnification of the Company. To the extent permitted by law, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any attorney or accountant retained by the Company (collectively, the "Company Indemnified Parties"), from and against any and all Damages, joint or several, to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law, or otherwise, insofar as such Damages (or actions or proceedings in respect thereof, whether commenced or threatened) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder specifically for use in connection with such registration; provided, however, that the liability of any selling Holder hereunder shall be limited to the net amount of proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

(c) Contribution. If the indemnification provided for in Sections 2.8(a) and 2.8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damages referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. In no event shall the obligation of any indemnifying party to contribute under this Section 2.8(c) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 2.8(a) or 2.8(b), as applicable, had been available under applicable law.

(d) Procedure. Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnified party and the indemnifying party; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to the indemnifying party's ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Section 2.9: Reports Under the Exchange Act

With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a) use commercially reasonable efforts to make and keep current public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon written request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (or any successor form) (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (or any successor form).

Section 2.10: Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) allow such holder or prospective holder to include such securities in any registration filed under Sections 2.1, 2.2, or 2.3 hereof, unless under the terms of such agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of Registrable Securities of the Holders that are included, (b) allow such holder or prospective holder to make a demand registration that could result in such registration statement being declared effective prior to the earliest date on which the Initiating Holders may request a demand registration pursuant to Section 2.1(a), or (c) grant such holder or prospective holder registration rights that are otherwise senior to, or more favorable than, the rights granted to the Holders hereunder.

Section 2.11: "Market Stand-Off" Agreement

(a) Holder and Key Holder Agreement. Each Holder and each Key Holder hereby agrees that, in connection with the IPO, such Holder or Key Holder shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 (or any successor form) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days from the effective date of such registration statement, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto):

(i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering; or

(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock;

whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11(a) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders and Key Holders only if all officers, directors, and holders of one percent (1%) or more of the outstanding equity securities of the Company enter into similar agreements.

(b) Company Obligations. The Company shall use commercially reasonable efforts to impose similar restrictions on all stockholders of the Company in connection with the IPO to the extent reasonably requested by the managing underwriter. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

(c) Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) of every Holder and Key Holder subject to the foregoing restriction until the end of such period.

Section 2.12: Termination of Registration Rights

The rights granted to the Holders under this Section 2 shall terminate upon the earliest of:

(a) the fifth (5th) anniversary of the closing of the IPO;

(b) with respect to any individual Holder, such time as such Holder can sell all of its Registrable Securities in reliance on Rule 144 during any ninety (90)-day period without registration and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision); and

SECTION 3: INFORMATION RIGHTS

Section 3.1: Delivery of Financial Statements

The Company shall deliver to each Major Investor the following financial information:

(a) Annual Audited Financial Statements. As soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (or such shorter period as may be required by applicable law or regulation following the IPO), the Company shall deliver to each Major Investor a consolidated balance sheet of the Company and its subsidiaries (if any) as of the end of such fiscal year, together with consolidated statements of income, cash flows, and stockholders' equity for such fiscal year, all prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a con

INVESTORS' RIGHTS AGREEMENT
QUILLEN TECHNOLOGIES, INC.
a Delaware corporation
Dated as of May 16, 2026
Prepared by:
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105
Matter Number: 1002-00002
DRAFT — FOR DISCUSSION PURPOSES ONLY
CONFIDENTIAL — DRAFT — FOR DISCUSSION PURPOSES ONLY This draft is subject to revision and does not constitute a binding agreement.
INVESTORS' RIGHTS AGREEMENT
This INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 16, 2026, by and among:
(i) QUILLEN TECHNOLOGIES, INC., a Delaware corporation (the "Company"), with its principal office located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116 (EIN: 93-4817265; Delaware File Number: 7384219);
(ii) Each of the investors listed on Exhibit A hereto (each, an "Investor" and collectively, the "Investors"), including without limitation:
(a) Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Lead Investor"), with its principal office at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, California 94115;
(b) Blackthorn Growth Fund III LP, a Delaware limited partnership, as a co-investor;
(c) Stonebridge Ventures LLC, a New York limited liability company, as a co-investor;
(d) The holders of outstanding shares of Series Seed Preferred Stock listed on Exhibit A hereto, including Harborview Angel Syndicate LLC, a Massachusetts limited liability company, and Ridgepoint Seed Partners LP, a Delaware limited partnership;
(e) The holders of shares of Series A Preferred Stock issued upon conversion of certain convertible promissory notes, including Harborview Angel Syndicate LLC, Caldwell Family Office LLC, a Connecticut limited liability company, and Dr. Lawrence Hu, an individual; and
(iii) Each of the key holders identified in Exhibit B hereto (each, a "Key Holder" and collectively, the "Key Holders"), consisting of:
(a) Dr. Amara Osei, an individual;
(b) Julian Voss, an individual; and
(c) Priya Chandrasekar, an individual.
The Company, the Investors, and the Key Holders are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Company and the Investors are parties to that certain Series A Preferred Stock Purchase Agreement dated as of May 16, 2026 (the "Purchase Agreement"), pursuant to which the Company is issuing and selling an aggregate of 4,500,000 shares of Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a purchase price of $5.00 per share, for aggregate consideration of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000);
B. Additionally, an aggregate of 851,250 shares of Series A Preferred Stock are being issued upon the conversion of outstanding convertible promissory notes in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus accrued and unpaid interest of approximately Two Hundred Two Thousand Five Hundred Dollars ($202,500), at a conversion price of $2.00 per share, in connection with the closing of the transactions contemplated by the Purchase Agreement;
C. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Parties desire to enter into this Agreement in order to set forth their respective rights and obligations with respect to the registration of certain shares of the Company's capital stock, the provision of certain information rights, the grant of certain rights of first offer with respect to the issuance of new securities, and certain other matters as more fully set forth herein;
D. The Company previously issued an aggregate of 2,500,000 shares of Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a purchase price of $1.20 per share, in October 2023, for aggregate proceeds of Three Million Dollars ($3,000,000), and the holders of such Series Seed Preferred Stock are parties to this Agreement as set forth on Exhibit A; and
E. Certain capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on or about the date hereof (the "Restated Certificate").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
1.1 "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if it holds more than fifty percent (50%) of the voting securities of such Person or has the contractual right to appoint a majority of the board of directors (or equivalent governing body) of such Person.
1.2 "Board of Directors" or "Board" means the Board of Directors of the Company, as constituted from time to time. As of the date of this Agreement, the Board consists of five (5) seats: two (2) seats elected by the holders of Common Stock, two (2) seats elected by the holders of Series A Preferred Stock, and one (1) independent seat, in each case as more fully described in the Voting Agreement.
1.3 "Common Stock" means the Common Stock of the Company, par value $0.0001 per share, as authorized by the Restated Certificate.
1.4 "Competitor" means any Person that is engaged in a business that is directly competitive with the principal business of the Company, as reasonably determined in good faith by the Company and the holders of a majority-in-interest of the then-outstanding shares of Registrable Securities held by the Investors. For the avoidance of doubt, the determination of whether a Person constitutes a Competitor shall take into account the nature and scope of the Company's business at the time of such determination.
1.5 "Conversion Stock" means shares of Common Stock issued or issuable upon conversion of the Preferred Stock, including shares of Common Stock issued or issuable upon conversion of the Series Seed Preferred Stock and the Series A Preferred Stock, in each case in accordance with the terms of the Restated Certificate.
1.6 "Damages" means any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and expenses of investigation and litigation), whether or not involving a claim by a third party, that are suffered, incurred, or sustained by the indemnified party in connection with the matters to which the relevant indemnification provision applies.
1.7 "Deemed Liquidation Event" shall have the meaning ascribed to such term in the Restated Certificate.
1.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute.
1.9 "Excluded Registration" means (a) a registration relating solely to the sale of securities to participants in a Company benefit plan on Form S-8 (or any successor form), (b) a registration on Form S-4 (or any successor form) relating solely to a transaction subject to Rule 145 under the Securities Act, (c) a registration in which the only shares of Common Stock being registered are shares of Common Stock issuable upon conversion of debt securities that are also being registered, or (d) any other registration that does not include substantially the same information as would be required in a registration statement covering the sale of Registrable Securities.
1.10 "Form S-3" means such form under the Securities Act as is in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC, including any successor form.
1.11 "Holder" or "Holders" means any Person owning or having the right to acquire Registrable Securities, or any assignee thereof in accordance with Section 2.11 and Section 6.1 of this Agreement. For the avoidance of doubt, the term "Holder" includes any permitted transferee of an Investor who becomes a party to this Agreement in accordance with Section 6.1.
1.12 "Immediate Family Member" means, with respect to any natural person, such person's spouse, domestic partner, parents, grandparents, lineal descendants (including adopted children and stepchildren), siblings, and the spouses of any of the foregoing, as well as any trust or estate of which any of the foregoing persons is a beneficiary or trustee.
1.13 "Initiating Holders" means, collectively, Holders who hold at least fifty percent (50%) of the then-outstanding Registrable Securities.
1.14 "IPO" means the Company's first underwritten public offering of shares of its Common Stock under the Securities Act, registered on a form other than Form S-4 or Form S-8 (or any successor forms), pursuant to an effective registration statement filed with the SEC, resulting in aggregate gross proceeds to the Company (before deduction of underwriting discounts, commissions, and expenses) of at least Thirty Million Dollars ($30,000,000) and a pre-money valuation of at least One Hundred Fifty Million Dollars ($150,000,000).
1.15 "Investors" means the Persons listed on Exhibit A hereto and any transferees or assignees who become parties to this Agreement in accordance with Section 6.1.
1.16 "Key Holders" means the Persons identified as Key Holders in the preamble of this Agreement and as listed on Exhibit B hereto.
1.17 "Major Investor" means any Investor that, individually or together with such Investor's Affiliates, holds at least 500,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date of this Agreement). The determination of Major Investor status shall be made as of the date of the relevant exercise or entitlement. As of the date of this Agreement, the Major Investors are Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, Stonebridge Ventures LLC, Harborview Angel Syndicate LLC, and Ridgepoint Seed Partners LP.
1.18 "New Securities" shall have the meaning set forth in Section 4.1(c) of this Agreement.
1.19 "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, joint venture, association, governmental authority, or any other entity of any kind or nature.
1.20 "Preferred Stock" means, collectively, the Series Seed Preferred Stock and the Series A Preferred Stock of the Company, as authorized by the Restated Certificate.
1.21 "Purchase Agreement" means that certain Series A Preferred Stock Purchase Agreement dated as of May 16, 2026, by and among the Company and the purchasers listed therein, as such agreement may be amended from time to time.
1.22 "Registrable Securities" means (a) all shares of Common Stock issuable or issued upon conversion of the Series Seed Preferred Stock, (b) all shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock, and (c) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares described in clauses (a) and (b) of this definition; provided, however, that Registrable Securities shall not include any shares (i) that have been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering such shares, (ii) that have been sold in compliance with Rule 144 promulgated under the Securities Act, or (iii) that may be sold pursuant to Rule 144 without limitation as to volume or manner of sale and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision), as determined by counsel to the Company.
1.23 "Registration Expenses" means all expenses incurred by the Company in complying with its obligations under Sections 2.1, 2.2, 2.3, and 2.4 of this Agreement, including without limitation (a) all registration, filing, and qualification fees (including fees and expenses relating to filings required to be made with the Financial Industry Regulatory Authority ("FINRA")), (b) printing and copying expenses, (c) fees and disbursements of counsel for the Company, (d) fees and disbursements of the Company's independent certified public accountants (including the expenses of any comfort letters or costs associated with the delivery by such accountants of any comfort letters), (e) transfer agent and registrar fees, (f) fees and expenses incurred in connection with the listing of securities on any securities exchange, (g) Blue Sky fees and expenses (including the reasonable fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities), and (h) the reasonable fees and disbursements of one counsel to the selling Holders selected by the Holders of a majority of the Registrable Securities being registered, in an amount not to exceed Fifty Thousand Dollars ($50,000) per registration. Registration Expenses shall not include Selling Expenses.
1.24 "Restricted Securities" means securities of the Company required to bear a restrictive legend under the Securities Act or that are held by an Affiliate of the Company within the meaning of Rule 144 promulgated under the Securities Act.
1.25 "SEC" or "Commission" means the United States Securities and Exchange Commission, or any successor agency administering the Securities Act or the Exchange Act.
1.26 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute.
1.27 "Selling Expenses" means all underwriting discounts, selling commissions, finder's fees, and stock transfer taxes applicable to the sale of Registrable Securities, and any fees and disbursements of counsel to any Holder (other than the fees and disbursements of counsel included in Registration Expenses pursuant to Section 1.23 hereof).
1.28 "Series A Preferred Stock" means the Series A Preferred Stock of the Company, par value $0.0001 per share, as authorized by and having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.
1.29 "Series Seed Preferred Stock" means the Series Seed Preferred Stock of the Company, par value $0.0001 per share, as authorized by and having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.
1.30 "Special Registration Statement" means a registration statement filed on Form S-4, Form S-8, or any successor forms thereto, or any registration statement covering securities offered and sold in connection with employee benefit plans, dividend reinvestment plans, or similar arrangements.
1.31 "Transaction Agreements" means, collectively, this Agreement, the Purchase Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, the Restated Certificate, and the Management Rights Letters, in each case as such agreements may be amended from time to time.
1.32 "Voting Agreement" means that certain Voting Agreement dated as of the date hereof, by and among the Company, the Investors, and the Key Holders, as such agreement may be amended from time to time.
SECTION 2: REGISTRATION RIGHTS
Section 2.1: Demand Registration
(a) Request for Registration. Subject to the conditions of this Section 2.1, at any time after the earlier of (i) five (5) years after the date of this Agreement (i.e., May 16, 2031) or (ii) one hundred eighty (180) days after the effective date of a registration statement filed by the Company in connection with the IPO, the Initiating Holders may request, in writing delivered to the Company, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by such Initiating Holders and any other Holders who elect to participate, provided that the Registrable Securities to be included in the requested registration have an anticipated aggregate offering price to the public (net of Selling Expenses) of at least Ten Million Dollars ($10,000,000). Each such written request shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering.
(b) Company Obligations. Upon receipt of a proper written request for registration pursuant to Section 2.1(a), the Company shall (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities, and (ii) use commercially reasonable efforts to file, as promptly as practicable, but in any event within sixty (60) days of the receipt of such request (or within ninety (90) days if the Company is required to prepare and file audited financial statements with the SEC not previously included in an SEC filing), a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders and any other Holders (by written notice delivered to the Company within twenty (20) days of the date of the Company's notice pursuant to clause (i) above) request to be included in such registration, subject to the limitations of this Section 2.1. The Company shall use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as promptly as practicable.
(c) Number of Demand Registrations. The Company shall not be obligated to effect, in the aggregate, more than two (2) registrations pursuant to this Section 2.1. For the avoidance of doubt, registrations pursuant to Sections 2.2 and 2.3 shall not be counted as demand registrations for purposes of this Section 2.1(c).
(d) Deferral Right. Notwithstanding the foregoing obligations, the Company may defer the filing of a registration statement requested pursuant to this Section 2.1 for a period of not more than ninety (90) days after the receipt of the request of the Initiating Holders, if the Board of Directors determines in good faith, by resolution adopted by a majority of the directors then in office, that the filing of a registration statement at the time requested would (i) be seriously detrimental to the Company and its stockholders, (ii) materially interfere with a significant acquisition, corporate reorganization, financing, or other similar transaction involving the Company, or (iii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. The Company shall promptly provide written notice to the Initiating Holders of its determination to exercise such deferral right, which notice shall include a general statement of the reasons for the deferral (without the requirement to disclose confidential information the premature disclosure of which is the basis for the deferral). The Company shall not exercise such deferral right more than once in any twelve (12)-month period, and any such deferral period shall terminate upon the earlier of the expiration of such ninety (90)-day period or such time as the basis for the deferral no longer exists.
(e) Underwriting Requirements. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in the written notice referred to in Section 2.1(b). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. The managing underwriter or underwriters for any offering under this Section 2.1 shall be selected by the Company, subject to the prior written approval of the Initiating Holders (which approval shall not be unreasonably withheld, conditioned, or delayed). All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the managing underwriter and allocated among the Holders of Registrable Securities requesting inclusion in such registration on a pro rata basis according to the number of Registrable Securities then owned by each such Holder requesting inclusion (including the Initiating Holders); provided, however, that the number of Registrable Securities included in any such underwriting shall not be reduced to less than thirty percent (30%) of the total number of securities included in the registration. For purposes of the preceding sentence concerning apportionment, for any selling Holder that is a partnership, limited liability company, or similar entity, the partners, members, retired partners, retired members, and stockholders of such Holder, or the estates and Immediate Family Members of any such partners, members, and retired partners and retired members, and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single "selling Holder" and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included in such "selling Holder," as defined in this sentence.
(f) Effective Registration. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all Registrable Securities included in such registration have actually been sold thereunder), provided, however, that a registration that does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Initiating Holders (other than a refusal to proceed based upon the advice of counsel to the Initiating Holders that the registration statement or the prospectus contained therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading) shall be deemed to have been effected by the Company at the request of such Initiating Holders unless the Initiating Holders shall have elected to pay all Registration Expenses in connection with such registration, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Initiating Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders. If the Initiating Holders withdraw a request for registration pursuant to this Section 2.1 due to a material adverse change in the condition, business, or prospects of the Company that was not known to the Initiating Holders at the time of the request for such registration, such registration shall not be counted as one of the demand registrations to which the Initiating Holders are entitled pursuant to Section 2.1(c), and the Company shall bear all Registration Expenses incurred in connection therewith.
Section 2.2: Piggyback Registration
(a) Company Registration. If at any time after the date of this Agreement the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration, a Special Registration Statement, or a registration statement relating to any acquisition by the Company), the Company shall, at such time, promptly give each Holder of Registrable Securities written notice of such registration not later than twenty (20) days before the anticipated filing date of the registration statement relating to such registration. Such notice shall set forth the Company's intention to file a registration statement for such offering and shall offer the Holders the opportunity to register in such filing such number of Registrable Securities as each such Holder may request in writing.
(b) Right to Include. Upon the written request of a Holder made within fifteen (15) days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company shall give written notice of such determination to each Holder of Registrable Securities previously notified and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (or, in the case of a delay, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering the other equity securities). No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or Section 2.3.
(c) Underwriting Cutback. If the registration of which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any Holder of Registrable Securities to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following manner:
(i) first, all securities the Company proposes to sell for its own account;
(ii) second, all Registrable Securities requested to be included by the Holders, allocated on a pro rata basis among all such Holders based on the relative number of Registrable Securities then held by each such Holder requesting inclusion; and
(iii) third, any other securities of the Company requested to be included in such registration by any other stockholders of the Company, allocated among such stockholders on a pro rata basis or in such manner as they may agree among themselves.
No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(d) Expenses. All Registration Expenses incurred in connection with a registration pursuant to this Section 2.2 shall be borne by the Company. All Selling Expenses relating to Registrable Securities registered on behalf of the Holders shall be borne by the selling Holders participating in such registration on a pro rata basis in proportion to the number of Registrable Securities sold by each such Holder.
(e) No Obligation to Proceed. The Company shall have no obligation to complete any offering or to proceed with any registration under this Section 2.2 if the Company, in its sole discretion, determines not to proceed with the proposed registration of its equity securities. Nothing in this Section 2.2 shall create any liability on the part of the Company to any Holder of Registrable Securities if the Company determines not to proceed with a proposed registration.
Section 2.3: Form S-3 Registration
(a) Eligibility. After the Company becomes eligible to use Form S-3 (or any successor form) for secondary offerings of its securities under the Securities Act, the Holders of at least thirty percent (30%) of the then-outstanding Registrable Securities may request, in writing, that the Company file a registration statement on Form S-3 under the Securities Act covering the registration of Registrable Securities, provided that the Registrable Securities to be included in such registration have an anticipated aggregate offering price to the public (net of Selling Expenses) of at least Three Million Dollars ($3,000,000). Upon receipt of such request, the Company shall (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities, and (ii) use commercially reasonable efforts to effect, as promptly as practicable, the registration on Form S-3 of all Registrable Securities that the Holders request to be registered in accordance with this Section 2.3.
(b) Number of S-3 Registrations. Notwithstanding the foregoing, the Company shall not be obligated to effect more than two (2) registrations on Form S-3 in any twelve (12)-month period pursuant to this Section 2.3. Registrations effected pursuant to this Section 2.3 shall not be counted as demand registrations for purposes of Section 2.1(c).
(c) Deferral. The Company's right to defer the filing of a registration statement on Form S-3 shall be subject to the same terms and limitations set forth in Section 2.1(d) with respect to demand registrations.
Section 2.4: Obligations of the Company
Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until all of the Registrable Securities covered by such registration statement have been sold or such shorter period as may be required for the distribution of such Registrable Securities thereunder. The Company shall not be required to file, cause to become effective, or keep effective a registration statement that would require the Company to include therein audited financial statements for any period subsequent to the most recently completed fiscal year for which audited financial statements have been filed with the SEC, unless such financial statements are then available.
(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in Section 2.4(a) above.
(c) Furnish to each selling Holder participating in such registration and the underwriters, if any, without charge, such number of conformed copies of such registration statement and each amendment and supplement thereto (including all exhibits and all documents incorporated therein by reference), and such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in each case in conformity with the requirements of the Securities Act, and such other documents as such selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such selling Holder.
(d) Use commercially reasonable efforts to register or qualify such Registrable Securities covered by the registration statement under such securities or "Blue Sky" laws of such jurisdictions in the United States as the selling Holders or, in the case of an underwritten offering, the managing underwriter, may reasonably request, and take any and all other actions as may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction.
(e) Promptly notify each selling Holder of Registrable Securities covered by such registration statement (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, (ii) of any request by the SEC or any state securities authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event during the period a registration statement is effective that makes any statement made in the registration statement or related prospectus untrue in any material respect or that requires the making of any changes in such registration statement or prospectus so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) Use commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange.
(g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and, where applicable, a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
(h) Enter into and perform its obligations under such customary agreements (including an underwriting agreement in customary form with the managing underwriter or underwriters of such offering) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.
(i) In connection with any underwritten offering, make available for inspection by any selling Holder, any underwriter participating in any such disposition of Registrable Securities, and any attorney or accountant retained by any such selling Holder or underwriter, at reasonable times and upon reasonable notice, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such selling Holder, underwriter, attorney, or accountant in connection with such registration statement, subject to the execution of customary confidentiality agreements.
(j) Use commercially reasonable efforts to obtain a "comfort letter" (or, in the case of any such Person that does not satisfy the independence requirements, an "agreed upon procedures letter") from the Company's independent certified public accounting firm (currently Pemberton & Associates CPAs LLP, Boston, Massachusetts; engagement partner: Diane Stratton, CPA) in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders.
(k) Use commercially reasonable efforts to furnish, at the request of any selling Holder, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the managing underwriter(s), if any, and to the selling Holders, and (ii) a "negative assurance" letter, dated as of such date, of the counsel representing the Company, in form and substance as is customarily given to underwriters in an underwritten public offering.
(l) Otherwise cooperate reasonably with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) or book-entry shares representing securities to be sold pursuant to such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or the selling Holders may request.
Section 2.5: Furnish Information
It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company, in writing, such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement. The failure of any Holder to furnish such information within a reasonable time after receiving a written request therefor shall relieve the Company of any obligation to include such Holder's Registrable Securities in the applicable registration statement, but shall not relieve the Company of its obligations with respect to the Registrable Securities of the other selling Holders.
Section 2.6: Expenses of Registration
(a) All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to Sections 2.1, 2.2, and 2.3 shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the selling Holders participating in such registration, pro rata, on the basis of the number of Registrable Securities sold by each such Holder in such registration.
(b) Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; provided, however, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one demand registration pursuant to Section 2.1.
(c) The Company shall reimburse the Holders for the reasonable fees and disbursements of one (1) counsel selected by the Holders of a majority of the Registrable Securities being registered in connection with any registration, qualification, or compliance effected pursuant to Sections 2.1, 2.2, and 2.3, in an amount not to exceed Fifty Thousand Dollars ($50,000) per registration.
Section 2.7: Delay of Registration
No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 or of any Holder's right to participate in any registration.
Section 2.8: Indemnification in Connection with Registration
(a) Company Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder of Registrable Securities included in a registration statement, each such Holder's officers, directors, partners, members, managers, shareholders, agents, and each Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any attorney or accountant retained by any such Holder (collectively, the "Holder Indemnified Parties"), from and against any and all Damages, joint or several, to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law, or otherwise, insofar as such Damages (or actions or proceedings in respect thereof, whether commenced or threatened) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law in connection with any such registration; provided, however, that the Company will not be liable to any Holder Indemnified Party in any such case to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use in connection with such registration. The Company shall also indemnify any underwriters of the Registrable Securities, their officers, directors, and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Holder Indemnified Parties set forth in this Section 2.8(a).
(b) Holder Indemnification of the Company. To the extent permitted by law, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any attorney or accountant retained by the Company (collectively, the "Company Indemnified Parties"), from and against any and all Damages, joint or several, to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law, or otherwise, insofar as such Damages (or actions or proceedings in respect thereof, whether commenced or threatened) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder specifically for use in connection with such registration; provided, however, that the liability of any selling Holder hereunder shall be limited to the net amount of proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.
(c) Contribution. If the indemnification provided for in Sections 2.8(a) and 2.8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damages referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. In no event shall the obligation of any indemnifying party to contribute under this Section 2.8(c) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 2.8(a) or 2.8(b), as applicable, had been available under applicable law.
(d) Procedure. Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnified party and the indemnifying party; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to the indemnifying party's ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Section 2.9: Reports Under the Exchange Act
With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:
(a) use commercially reasonable efforts to make and keep current public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public;
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and
(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon written request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (or any successor form) (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (or any successor form).
Section 2.10: Limitations on Subsequent Registration Rights
From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) allow such holder or prospective holder to include such securities in any registration filed under Sections 2.1, 2.2, or 2.3 hereof, unless under the terms of such agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of Registrable Securities of the Holders that are included, (b) allow such holder or prospective holder to make a demand registration that could result in such registration statement being declared effective prior to the earliest date on which the Initiating Holders may request a demand registration pursuant to Section 2.1(a), or (c) grant such holder or prospective holder registration rights that are otherwise senior to, or more favorable than, the rights granted to the Holders hereunder.
Section 2.11: "Market Stand-Off" Agreement
(a) Holder and Key Holder Agreement. Each Holder and each Key Holder hereby agrees that, in connection with the IPO, such Holder or Key Holder shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 (or any successor form) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days from the effective date of such registration statement, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto):
(i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock;
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11(a) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders and Key Holders only if all officers, directors, and holders of one percent (1%) or more of the outstanding equity securities of the Company enter into similar agreements.
(b) Company Obligations. The Company shall use commercially reasonable efforts to impose similar restrictions on all stockholders of the Company in connection with the IPO to the extent reasonably requested by the managing underwriter. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.
(c) Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) of every Holder and Key Holder subject to the foregoing restriction until the end of such period.
Section 2.12: Termination of Registration Rights
The rights granted to the Holders under this Section 2 shall terminate upon the earliest of:
(a) the fifth (5th) anniversary of the closing of the IPO;
(b) with respect to any individual Holder, such time as such Holder can sell all of its Registrable Securities in reliance on Rule 144 during any ninety (90)-day period without registration and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor provision); and
(c) with respect to any individual Holder, the date on which such Holder ceases to hold any Registrable Securities.
SECTION 3: INFORMATION RIGHTS
Section 3.1: Delivery of Financial Statements
The Company shall deliver to each Major Investor the following financial information:
(a) Annual Audited Financial Statements. As soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (or such shorter period as may be required by applicable law or regulation following the IPO), the Company shall deliver to each Major Investor a consolidated balance sheet of the Company and its subsidiaries (if any) as of the end of such fiscal year, together with consolidated statements of income, cash flows, and stockholders' equity for such fiscal year, all prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a con

INVESTORS' RIGHTS AGREEMENT

QUILLEN TECHNOLOGIES, INC.

INVESTORS' RIGHTS AGREEMENT

RECITALS

WHEREAS:

SECTION 1: DEFINITIONS

SECTION 2: REGISTRATION RIGHTS

SECTION 3: INFORMATION RIGHTS

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