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

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QUILLEN TECHNOLOGIES, INC. 88 Garrison Street, Floor 4 Boston, MA 02116

May 16, 2026

Blackthorn Growth Fund III LP

Attention: Diana Hershfield, Partner

c/o Blackthorn Capital Management LLC 1345 Avenue of the Americas, 28th Floor New York, NY 10105

Re: Management Rights — Series A Preferred Stock Financing of Quillen Technologies, Inc.

Dear Ms. Hershfield:

Reference is made to that certain Series A Preferred Stock Purchase Agreement dated on or about the date hereof (the "Purchase Agreement") by and among Quillen Technologies, Inc., a Delaware corporation (the "Company"), Blackthorn Growth Fund III LP, a Delaware limited partnership (the "Investor"), and the other purchasers named therein, pursuant to which the Company is issuing and selling an aggregate of up to $22,500,000 of shares of Series A Preferred Stock of the Company at a purchase price of $5.00 per share. Under the Purchase Agreement, the Investor is purchasing 1,200,000 shares of Series A Preferred Stock for an aggregate purchase price of $6,000,000.

In connection with the investment described above, the Company and the Investor are entering into the Purchase Agreement and the following related transaction documents, each dated on or about the date hereof (collectively with the Purchase Agreement, the "Transaction Documents"): (i) the Investors' Rights Agreement by and among the Company, the Investor, and the other investors party thereto (the "Investors' Rights Agreement"); (ii) the Voting Agreement by and among the Company, the Investor, certain stockholders of the Company, and the other investors party thereto (the "Voting Agreement"); and (iii) the Right of First Refusal and Co-Sale Agreement by and among the Company, the Investor, certain stockholders of the Company, and the other investors party thereto (the "Co-Sale Agreement").

The Investor has represented to the Company that it is a venture capital fund within the meaning of applicable federal regulations and desires to obtain contractual management rights with respect to the Company sufficient to qualify its investment in the Company as a "venture capital operating company" ("VCOC") investment within the meaning of the U.S. Department of Labor Regulation at 29 C.F.R. § 2510.3-101(d), as amended by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company is willing to grant such rights to the Investor in connection with and as an inducement to the Investor's investment in the Company pursuant to the Purchase Agreement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

In consideration of the Investor's investment in the Company and the mutual agreements set forth herein, the Company and the Investor hereby agree as follows:

1. Grant of Management Rights

The Company hereby grants to the Investor the following contractual management rights with respect to the Company, effective as of and contingent upon the closing of the transactions contemplated by the Purchase Agreement (the "Closing"):

1.1 Consultation and Advice

The Investor shall have the right to consult with and advise the management of the Company regarding the business, finances, operations, properties, and strategic direction of the Company. The management of the Company agrees to meet with representatives of the Investor at the Company's offices located at 88 Garrison Street, Floor 4, Boston, MA 02116, or via teleconference or videoconference, upon reasonable request by the Investor and at mutually convenient times, to discuss the business, operations, and financial condition of the Company. Such meetings shall occur no less frequently than quarterly, unless otherwise agreed by the parties, and the Company shall use commercially reasonable efforts to make appropriate members of the Company's senior management team available for such meetings within fifteen (15) business days of the Investor's request. The Investor's designated representatives for purposes of exercising these management rights shall include Diana Hershfield and such other persons as the Investor may designate in writing to the Company from time to time. The Company shall give due consideration, in good faith, to the advice and counsel offered by the Investor's designated representatives, it being understood that the Company's management and Board of Directors shall retain full authority and discretion with respect to the management and operations of the Company.

1.2 Inspection Rights

The Investor shall have the right to inspect the books and records of the Company during normal business hours, upon reasonable notice to the Company (not less than five (5) business days' prior written notice). The Investor shall also have the right to examine the financial and operating data and other information relating to the Company's business as the Investor may reasonably request, including without limitation general ledger records, capitalization records, corporate minute books, material contracts, and records relating to intellectual property matters. The Company shall make available appropriate personnel to assist the Investor's designated representatives in connection with any such inspection, and the Investor shall conduct such inspections in a manner that does not unreasonably interfere with the normal business operations of the Company. All information obtained through such inspections shall be subject to the confidentiality obligations set forth in Section 4 hereof.

1.3 Information Rights

The Investor shall have the right to receive, to the extent prepared and available, information concerning the Company, including but not limited to:

(a) monthly unaudited financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within thirty (30) days after the end of each calendar month;

(b) annual audited financial statements of the Company, including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity, together with the report of the Company's independent auditor thereon (currently Pemberton & Associates CPAs LLP), within one hundred twenty (120) days after the end of each fiscal year of the Company;

(c) an annual operating budget and business plan for the Company, to be provided no later than December 15 of the fiscal year preceding the fiscal year to which such budget and plan relate; and

(d) such other financial, operating, and other information as may be reasonably requested by the Investor from time to time, including without limitation information regarding the Company's key performance indicators, headcount, material litigation or regulatory matters, and significant customer or partner relationships.

The information rights set forth in this Section 1.3 are in addition to, and not in limitation of, any information rights granted to the Investor under the Investors' Rights Agreement or any other Transaction Document. To the extent that any information provided to the Investor pursuant to this Section 1.3 is also required to be delivered under the Investors' Rights Agreement, timely delivery under the Investors' Rights Agreement shall be deemed to satisfy the Company's obligation to deliver such information hereunder.

1.4 Board Observer Rights

To the extent that the Investor does not have a designated member serving on the Company's Board of Directors (the "Board"), the Investor shall have the right to appoint one (1) representative to attend all meetings of the Board (and, at the Board's discretion, meetings of any committee of the Board) in a nonvoting observer capacity and to receive all materials provided to the directors in connection with such meetings at the same time such materials are provided to the directors. The Company acknowledges that, under the Voting Agreement, Blackthorn Growth Fund III LP has the right to designate one (1) of the two (2) director seats allocated to holders of Series A Preferred Stock on the five (5) member Board of Directors of the Company, and that the initial designee is Diana Hershfield. Accordingly, the observer right set forth in this Section 1.4 is intended to serve as a backstop right in the event that the Investor's board designation right under the Voting Agreement is not exercised or is otherwise unavailable for any reason whatsoever, including without limitation the resignation, removal, or inability to serve of the Investor's designated director. Notwithstanding the foregoing, the Company reserves the right to exclude the Investor's observer from any portion of a Board meeting if the Board determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to address a bona fide conflict of interest. The Investor's observer representative shall be subject to the confidentiality obligations set forth in Section 4 hereof.

1.5 Visitation Rights

The Investor shall have the right, at reasonable times and upon reasonable notice (not less than three (3) business days' prior written notice), to visit and inspect the Company's properties, facilities, and operations, including any offices, laboratories, manufacturing sites, or other physical locations owned or leased by the Company. The Company shall use commercially reasonable efforts to accommodate such visits and shall make appropriate personnel available to accompany the Investor's representatives during such visits. The Investor agrees to comply with any reasonable safety, security, and confidentiality protocols implemented by the Company in connection with such visits.

2. Exercise of Rights

The management rights granted under this letter are contractual in nature and may be exercised by the Investor directly or through its authorized representatives, officers, partners, members, employees, agents, or designees, including without limitation the Investor's general partner, Blackthorn Capital Management LLC, and any individual partner, principal, or employee thereof. The Investor need not exercise such rights continuously or at any particular time, and the failure to exercise any such right at any given time or on any given occasion shall not constitute a waiver or forfeiture of such right or any other right granted hereunder. No single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right.

The management rights granted hereunder shall be exercisable at any time following the Closing and for so long as the Investor (or any of its affiliates, including any successor fund or parallel fund managed by the same general partner or investment adviser) holds any shares of Series A Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon conversion of such Series A Preferred Stock.

3. VCOC Qualification

The parties acknowledge and agree that the management rights set forth in this letter are intended to satisfy the requirements of 29 C.F.R. § 2510.3-101(d)(3)(ii) (as modified by Section 3(42) of ERISA), so that the Investor's investment in the Company qualifies as a "venture capital operating company" investment for purposes of the plan asset regulations under ERISA. The Company agrees to cooperate with the Investor in good faith to ensure that the management rights set forth herein are sufficient for such purposes, including by providing the Investor with reasonable access to the Company's management and records as contemplated herein.

If at any time the Investor reasonably determines, based on the advice of its legal counsel, that additional contractual management rights are necessary or advisable in order to establish or maintain the Investor's status as a VCOC, the Company shall negotiate in good faith and use commercially reasonable efforts to amend this letter to include such additional rights as may be reasonably necessary to achieve or preserve such qualification, provided that any such additional rights shall not impose a material undue burden on the Company's operations. The Company and the Investor agree to execute any such amendment promptly upon reaching agreement on the terms thereof.

4. Confidentiality

The Investor acknowledges that any information received pursuant to the exercise of the management rights granted herein may include confidential and proprietary information of the Company, including without limitation trade secrets, business plans, financial projections, customer lists, technical data, and other non-public information (collectively, "Confidential Information").

The Investor agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party, except:

(a) to the Investor's partners, members, officers, employees, legal counsel (including Whitfield & Pryor LLP), accountants, advisors, and other representatives who have a need to know such information in connection with the Investor's investment in the Company and who are bound by obligations of confidentiality no less restrictive than those set forth herein;

(b) as required by applicable law, regulation, or legal process, including any subpoena or order of a court or governmental authority of competent jurisdiction, provided that the Investor shall, to the extent permitted by law, promptly notify the Company in writing prior to making any such disclosure and shall reasonably cooperate with the Company, at the Company's expense, in seeking a protective order or other appropriate remedy to limit such disclosure; or

(c) as otherwise expressly permitted under the Investors' Rights Agreement, the Purchase Agreement, or any other Transaction Document.

The confidentiality obligations set forth in this Section 4 shall survive the termination of this letter for a period of three (3) years following such termination, or such longer period as may be required under the Investors' Rights Agreement with respect to the same information.

5. No Obligation to Act; Limitation of Liability

Nothing in this letter shall obligate the Investor to exercise any of the management rights granted hereunder at any time or in any manner, nor shall the grant or exercise of management rights create any fiduciary duty on the part of the Investor (or any of its partners, members, officers, employees, agents, or representatives) to the Company, any of its stockholders, or any other person. The Investor shall not, by reason of receiving or exercising management rights hereunder, be deemed a controlling person of the Company, a member of any group with any other stockholder, or an insider of the Company for purposes of any applicable securities law, rule, or regulation.

The Company acknowledges and agrees that the Investor's exercise of management rights hereunder is for the sole purpose of monitoring and protecting the Investor's investment in the Company and shall not be deemed to constitute participation in the day-to-day management or operations of the Company. The Investor shall not be liable for any act or omission of the Company's management or Board of Directors, and the grant or exercise of management rights shall not give rise to any liability of the Investor to the Company or to any third party. Nothing herein shall limit any obligation of Diana Hershfield, in her capacity as a director of the Company, under applicable law.

6. Term and Termination

This letter shall become effective upon the Closing and shall remain in full force and effect for so long as the Investor (or any of its affiliates, including any successor fund or parallel fund managed by the same general partner or investment adviser) holds any shares of Series A Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon conversion of such Series A Preferred Stock. Upon the earlier of (i) such time as the Investor and its affiliates no longer hold any such shares, or (ii) the written agreement of the parties to terminate this letter, this letter shall automatically terminate and be of no further force or effect; provided, however, that the confidentiality obligations of Section 4 hereof shall survive any such termination in accordance with the terms thereof.

7. Relationship to Other Agreements

The rights granted herein are in addition to, and not in lieu of, any rights granted to the Investor under the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, the Co-Sale Agreement, or any other agreement between the Investor (or its affiliates) and the Company, whether now existing or hereafter entered into. The grant of management rights pursuant to this letter shall not limit, restrict, or otherwise affect any rights that the Investor may have under any such other agreement or under applicable law.

In the event of a conflict between any provision of this letter and any provision of the Investors' Rights Agreement or any other Transaction Document, the provision granting the Investor the greater right, benefit, or protection shall control with respect to the subject matter of such conflict.

8. Notices

All notices, requests, demands, consents, and other communications under this letter shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by electronic mail (with confirmation of receipt), (iii) sent by nationally recognized overnight courier service (with tracking confirmation), or (iv) sent by certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or to such other address as a party may designate by written notice to the other party in accordance with this Section 8):

If to the Company:

Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, MA 02116

Attention: Dr. Amara Osei, Chief Executive Officer

Email: aosei@quillentech.com

with a copy (which shall not constitute notice) to:

Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, MA 02116

Attention: Gregory Navarro

Email: gnavarro@inlawlaw.com

If to the Investor:

Blackthorn Growth Fund III LP c/o Blackthorn Capital Management LLC 1345 Avenue of the Americas, 28th Floor New York, NY 10105

Attention: Diana Hershfield, Partner

Email: dhershfield@blackthorncap.com

with a copy (which shall not constitute notice) to:

Whitfield & Pryor LLP 599 Lexington Avenue, 36th Floor New York, NY 10022

Attention: Corporate Transactions Group

Email: blackthorn-quillen@whitfieldpryor.com

9. Miscellaneous

9.1 Governing Law

This letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction.

9.2 Amendment. This letter may not be amended, modified, or supplemented except by a written instrument duly executed by the Company and the Investor. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

9.3 Assignment. The rights of the Investor under this letter may be assigned, in whole or in part, to (a) any affiliate of the Investor (including any successor fund or parallel fund managed by the same general partner or investment adviser), or (b) any transferee who acquires all or substantially all of the Investor's shares of Series A Preferred Stock of the Company (or Common Stock issued upon conversion thereof) in a transaction permitted under the Transaction Documents; provided, in each case, that such assignee or transferee agrees in writing to be bound by the terms and conditions of this letter. The Company may not assign its obligations under this letter without the prior written consent of the Investor, except in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets, in which case the Company's successor or assignee shall be bound by the terms hereof.

9.4 Severability. If any provision of this letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

9.5 Entire Agreement

This letter, together with the Purchase Agreement and the other Transaction Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof.

9.6 Counterparts. This letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including by transmission of portable document format (.pdf) files) or other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered, be valid and effective for all purposes, and have the same legal force and effect as an original executed counterpart.

If the foregoing accurately reflects our mutual agreement, please sign and return a copy of this letter to the undersigned.

[Signature Pages Follow]

[Signature Page to Management Rights Letter]

Very truly yours,

QUILLEN TECHNOLOGIES, INC.

By: ________

Name: Dr. Amara Osei

Title: Chief Executive Officer

Date: ________

ACKNOWLEDGED AND AGREED as of the date first written above:

BLACKTHORN GROWTH FUND III LP

By: Blackthorn Capital Management LLC, its General Partner

By: ________

Name: Diana Hershfield

Title: Partner

Date: ________

Prepared by Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, CA 94105. C&H Matter No. 1002-00002. This document is provided for the benefit of the parties hereto and their respective counsel and is not intended to confer any rights upon any third party.

QUILLEN TECHNOLOGIES, INC. 88 Garrison Street, Floor 4 Boston, MA 02116
May 16, 2026
Blackthorn Growth Fund III LP
Attention: Diana Hershfield, Partner
c/o Blackthorn Capital Management LLC 1345 Avenue of the Americas, 28th Floor New York, NY 10105
Re: Management Rights — Series A Preferred Stock Financing of Quillen Technologies, Inc.
Dear Ms. Hershfield:
Reference is made to that certain Series A Preferred Stock Purchase Agreement dated on or about the date hereof (the "Purchase Agreement") by and among Quillen Technologies, Inc., a Delaware corporation (the "Company"), Blackthorn Growth Fund III LP, a Delaware limited partnership (the "Investor"), and the other purchasers named therein, pursuant to which the Company is issuing and selling an aggregate of up to $22,500,000 of shares of Series A Preferred Stock of the Company at a purchase price of $5.00 per share. Under the Purchase Agreement, the Investor is purchasing 1,200,000 shares of Series A Preferred Stock for an aggregate purchase price of $6,000,000.
In connection with the investment described above, the Company and the Investor are entering into the Purchase Agreement and the following related transaction documents, each dated on or about the date hereof (collectively with the Purchase Agreement, the "Transaction Documents"): (i) the Investors' Rights Agreement by and among the Company, the Investor, and the other investors party thereto (the "Investors' Rights Agreement"); (ii) the Voting Agreement by and among the Company, the Investor, certain stockholders of the Company, and the other investors party thereto (the "Voting Agreement"); and (iii) the Right of First Refusal and Co-Sale Agreement by and among the Company, the Investor, certain stockholders of the Company, and the other investors party thereto (the "Co-Sale Agreement").
The Investor has represented to the Company that it is a venture capital fund within the meaning of applicable federal regulations and desires to obtain contractual management rights with respect to the Company sufficient to qualify its investment in the Company as a "venture capital operating company" ("VCOC") investment within the meaning of the U.S. Department of Labor Regulation at 29 C.F.R. § 2510.3-101(d), as amended by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company is willing to grant such rights to the Investor in connection with and as an inducement to the Investor's investment in the Company pursuant to the Purchase Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
In consideration of the Investor's investment in the Company and the mutual agreements set forth herein, the Company and the Investor hereby agree as follows:
1. Grant of Management Rights
The Company hereby grants to the Investor the following contractual management rights with respect to the Company, effective as of and contingent upon the closing of the transactions contemplated by the Purchase Agreement (the "Closing"):
1.1 Consultation and Advice
The Investor shall have the right to consult with and advise the management of the Company regarding the business, finances, operations, properties, and strategic direction of the Company. The management of the Company agrees to meet with representatives of the Investor at the Company's offices located at 88 Garrison Street, Floor 4, Boston, MA 02116, or via teleconference or videoconference, upon reasonable request by the Investor and at mutually convenient times, to discuss the business, operations, and financial condition of the Company. Such meetings shall occur no less frequently than quarterly, unless otherwise agreed by the parties, and the Company shall use commercially reasonable efforts to make appropriate members of the Company's senior management team available for such meetings within fifteen (15) business days of the Investor's request. The Investor's designated representatives for purposes of exercising these management rights shall include Diana Hershfield and such other persons as the Investor may designate in writing to the Company from time to time. The Company shall give due consideration, in good faith, to the advice and counsel offered by the Investor's designated representatives, it being understood that the Company's management and Board of Directors shall retain full authority and discretion with respect to the management and operations of the Company.
1.2 Inspection Rights
The Investor shall have the right to inspect the books and records of the Company during normal business hours, upon reasonable notice to the Company (not less than five (5) business days' prior written notice). The Investor shall also have the right to examine the financial and operating data and other information relating to the Company's business as the Investor may reasonably request, including without limitation general ledger records, capitalization records, corporate minute books, material contracts, and records relating to intellectual property matters. The Company shall make available appropriate personnel to assist the Investor's designated representatives in connection with any such inspection, and the Investor shall conduct such inspections in a manner that does not unreasonably interfere with the normal business operations of the Company. All information obtained through such inspections shall be subject to the confidentiality obligations set forth in Section 4 hereof.
1.3 Information Rights
The Investor shall have the right to receive, to the extent prepared and available, information concerning the Company, including but not limited to:
(a) monthly unaudited financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within thirty (30) days after the end of each calendar month;
(b) annual audited financial statements of the Company, including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity, together with the report of the Company's independent auditor thereon (currently Pemberton & Associates CPAs LLP), within one hundred twenty (120) days after the end of each fiscal year of the Company;
(c) an annual operating budget and business plan for the Company, to be provided no later than December 15 of the fiscal year preceding the fiscal year to which such budget and plan relate; and
(d) such other financial, operating, and other information as may be reasonably requested by the Investor from time to time, including without limitation information regarding the Company's key performance indicators, headcount, material litigation or regulatory matters, and significant customer or partner relationships.
The information rights set forth in this Section 1.3 are in addition to, and not in limitation of, any information rights granted to the Investor under the Investors' Rights Agreement or any other Transaction Document. To the extent that any information provided to the Investor pursuant to this Section 1.3 is also required to be delivered under the Investors' Rights Agreement, timely delivery under the Investors' Rights Agreement shall be deemed to satisfy the Company's obligation to deliver such information hereunder.
1.4 Board Observer Rights
To the extent that the Investor does not have a designated member serving on the Company's Board of Directors (the "Board"), the Investor shall have the right to appoint one (1) representative to attend all meetings of the Board (and, at the Board's discretion, meetings of any committee of the Board) in a nonvoting observer capacity and to receive all materials provided to the directors in connection with such meetings at the same time such materials are provided to the directors. The Company acknowledges that, under the Voting Agreement, Blackthorn Growth Fund III LP has the right to designate one (1) of the two (2) director seats allocated to holders of Series A Preferred Stock on the five (5) member Board of Directors of the Company, and that the initial designee is Diana Hershfield. Accordingly, the observer right set forth in this Section 1.4 is intended to serve as a backstop right in the event that the Investor's board designation right under the Voting Agreement is not exercised or is otherwise unavailable for any reason whatsoever, including without limitation the resignation, removal, or inability to serve of the Investor's designated director. Notwithstanding the foregoing, the Company reserves the right to exclude the Investor's observer from any portion of a Board meeting if the Board determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to address a bona fide conflict of interest. The Investor's observer representative shall be subject to the confidentiality obligations set forth in Section 4 hereof.
1.5 Visitation Rights
The Investor shall have the right, at reasonable times and upon reasonable notice (not less than three (3) business days' prior written notice), to visit and inspect the Company's properties, facilities, and operations, including any offices, laboratories, manufacturing sites, or other physical locations owned or leased by the Company. The Company shall use commercially reasonable efforts to accommodate such visits and shall make appropriate personnel available to accompany the Investor's representatives during such visits. The Investor agrees to comply with any reasonable safety, security, and confidentiality protocols implemented by the Company in connection with such visits.
2. Exercise of Rights
The management rights granted under this letter are contractual in nature and may be exercised by the Investor directly or through its authorized representatives, officers, partners, members, employees, agents, or designees, including without limitation the Investor's general partner, Blackthorn Capital Management LLC, and any individual partner, principal, or employee thereof. The Investor need not exercise such rights continuously or at any particular time, and the failure to exercise any such right at any given time or on any given occasion shall not constitute a waiver or forfeiture of such right or any other right granted hereunder. No single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right.
The management rights granted hereunder shall be exercisable at any time following the Closing and for so long as the Investor (or any of its affiliates, including any successor fund or parallel fund managed by the same general partner or investment adviser) holds any shares of Series A Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon conversion of such Series A Preferred Stock.
3. VCOC Qualification
The parties acknowledge and agree that the management rights set forth in this letter are intended to satisfy the requirements of 29 C.F.R. § 2510.3-101(d)(3)(ii) (as modified by Section 3(42) of ERISA), so that the Investor's investment in the Company qualifies as a "venture capital operating company" investment for purposes of the plan asset regulations under ERISA. The Company agrees to cooperate with the Investor in good faith to ensure that the management rights set forth herein are sufficient for such purposes, including by providing the Investor with reasonable access to the Company's management and records as contemplated herein.
If at any time the Investor reasonably determines, based on the advice of its legal counsel, that additional contractual management rights are necessary or advisable in order to establish or maintain the Investor's status as a VCOC, the Company shall negotiate in good faith and use commercially reasonable efforts to amend this letter to include such additional rights as may be reasonably necessary to achieve or preserve such qualification, provided that any such additional rights shall not impose a material undue burden on the Company's operations. The Company and the Investor agree to execute any such amendment promptly upon reaching agreement on the terms thereof.
4. Confidentiality
The Investor acknowledges that any information received pursuant to the exercise of the management rights granted herein may include confidential and proprietary information of the Company, including without limitation trade secrets, business plans, financial projections, customer lists, technical data, and other non-public information (collectively, "Confidential Information").
The Investor agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party, except:
(a) to the Investor's partners, members, officers, employees, legal counsel (including Whitfield & Pryor LLP), accountants, advisors, and other representatives who have a need to know such information in connection with the Investor's investment in the Company and who are bound by obligations of confidentiality no less restrictive than those set forth herein;
(b) as required by applicable law, regulation, or legal process, including any subpoena or order of a court or governmental authority of competent jurisdiction, provided that the Investor shall, to the extent permitted by law, promptly notify the Company in writing prior to making any such disclosure and shall reasonably cooperate with the Company, at the Company's expense, in seeking a protective order or other appropriate remedy to limit such disclosure; or
(c) as otherwise expressly permitted under the Investors' Rights Agreement, the Purchase Agreement, or any other Transaction Document.
The confidentiality obligations set forth in this Section 4 shall survive the termination of this letter for a period of three (3) years following such termination, or such longer period as may be required under the Investors' Rights Agreement with respect to the same information.
5. No Obligation to Act; Limitation of Liability
Nothing in this letter shall obligate the Investor to exercise any of the management rights granted hereunder at any time or in any manner, nor shall the grant or exercise of management rights create any fiduciary duty on the part of the Investor (or any of its partners, members, officers, employees, agents, or representatives) to the Company, any of its stockholders, or any other person. The Investor shall not, by reason of receiving or exercising management rights hereunder, be deemed a controlling person of the Company, a member of any group with any other stockholder, or an insider of the Company for purposes of any applicable securities law, rule, or regulation.
The Company acknowledges and agrees that the Investor's exercise of management rights hereunder is for the sole purpose of monitoring and protecting the Investor's investment in the Company and shall not be deemed to constitute participation in the day-to-day management or operations of the Company. The Investor shall not be liable for any act or omission of the Company's management or Board of Directors, and the grant or exercise of management rights shall not give rise to any liability of the Investor to the Company or to any third party. Nothing herein shall limit any obligation of Diana Hershfield, in her capacity as a director of the Company, under applicable law.
6. Term and Termination
This letter shall become effective upon the Closing and shall remain in full force and effect for so long as the Investor (or any of its affiliates, including any successor fund or parallel fund managed by the same general partner or investment adviser) holds any shares of Series A Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon conversion of such Series A Preferred Stock. Upon the earlier of (i) such time as the Investor and its affiliates no longer hold any such shares, or (ii) the written agreement of the parties to terminate this letter, this letter shall automatically terminate and be of no further force or effect; provided, however, that the confidentiality obligations of Section 4 hereof shall survive any such termination in accordance with the terms thereof.
7. Relationship to Other Agreements
The rights granted herein are in addition to, and not in lieu of, any rights granted to the Investor under the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, the Co-Sale Agreement, or any other agreement between the Investor (or its affiliates) and the Company, whether now existing or hereafter entered into. The grant of management rights pursuant to this letter shall not limit, restrict, or otherwise affect any rights that the Investor may have under any such other agreement or under applicable law.
In the event of a conflict between any provision of this letter and any provision of the Investors' Rights Agreement or any other Transaction Document, the provision granting the Investor the greater right, benefit, or protection shall control with respect to the subject matter of such conflict.
8. Notices
All notices, requests, demands, consents, and other communications under this letter shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by electronic mail (with confirmation of receipt), (iii) sent by nationally recognized overnight courier service (with tracking confirmation), or (iv) sent by certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or to such other address as a party may designate by written notice to the other party in accordance with this Section 8):
If to the Company:
Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, MA 02116
Attention: Dr. Amara Osei, Chief Executive Officer
Email: aosei@quillentech.com
with a copy (which shall not constitute notice) to:
Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, MA 02116
Attention: Gregory Navarro
Email: gnavarro@inlawlaw.com
If to the Investor:
Blackthorn Growth Fund III LP c/o Blackthorn Capital Management LLC 1345 Avenue of the Americas, 28th Floor New York, NY 10105
Attention: Diana Hershfield, Partner
Email: dhershfield@blackthorncap.com
with a copy (which shall not constitute notice) to:
Whitfield & Pryor LLP 599 Lexington Avenue, 36th Floor New York, NY 10022
Attention: Corporate Transactions Group
Email: blackthorn-quillen@whitfieldpryor.com
9. Miscellaneous
9.1 Governing Law
This letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction.
9.2 Amendment.  This letter may not be amended, modified, or supplemented except by a written instrument duly executed by the Company and the Investor. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
9.3 Assignment.  The rights of the Investor under this letter may be assigned, in whole or in part, to (a) any affiliate of the Investor (including any successor fund or parallel fund managed by the same general partner or investment adviser), or (b) any transferee who acquires all or substantially all of the Investor's shares of Series A Preferred Stock of the Company (or Common Stock issued upon conversion thereof) in a transaction permitted under the Transaction Documents; provided, in each case, that such assignee or transferee agrees in writing to be bound by the terms and conditions of this letter. The Company may not assign its obligations under this letter without the prior written consent of the Investor, except in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets, in which case the Company's successor or assignee shall be bound by the terms hereof.
9.4 Severability.  If any provision of this letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
9.5 Entire Agreement
This letter, together with the Purchase Agreement and the other Transaction Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof.
9.6 Counterparts.  This letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including by transmission of portable document format (.pdf) files) or other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered, be valid and effective for all purposes, and have the same legal force and effect as an original executed counterpart.
If the foregoing accurately reflects our mutual agreement, please sign and return a copy of this letter to the undersigned.
[Signature Pages Follow]
[Signature Page to Management Rights Letter]
Very truly yours,
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: Dr. Amara Osei
Title: Chief Executive Officer
Date: ________
ACKNOWLEDGED AND AGREED as of the date first written above:
BLACKTHORN GROWTH FUND III LP
By: Blackthorn Capital Management LLC, its General Partner
By: ________
Name: Diana Hershfield
Title: Partner
Date: ________
Prepared by Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, CA 94105. C&H Matter No. 1002-00002. This document is provided for the benefit of the parties hereto and their respective counsel and is not intended to confer any rights upon any third party.

QUILLEN TECHNOLOGIES, INC. 88 Garrison Street, Floor 4 Boston, MA 02116

QUILLEN TECHNOLOGIES, INC.

BLACKTHORN GROWTH FUND III LP

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