FR EA
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

Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, CA 94115

Attention: Sandeep Rajan, Managing Partner & GP Principal

Christine Aldridge, Partner

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

Dear Mr. Rajan and Ms. Aldridge:

This Management Rights Letter (this "Letter") is being delivered in connection with the Series A Preferred Stock Purchase Agreement dated as of or about June 15, 2026 (the "Purchase Agreement"), by and among Quillen Technologies, Inc., a Delaware corporation (the "Company"), Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Investor"), Blackthorn Growth Fund III LP, Stonebridge Ventures LLC, and the other purchasers party thereto (collectively with the Investor, the "Purchasers"), pursuant to which the Investor is purchasing 2,800,000 shares of Series A Preferred Stock of the Company at a price of $5.00 per share, for an aggregate purchase price of $14,000,000.

RECITALS

A. The Company is a Delaware corporation, incorporated on July 12, 2023, with Delaware File Number 7384219 and Employer Identification Number 93-4817265, with its principal place of business located at 88 Garrison Street, Floor 4, Boston, MA 02116.

B. The Investor is a Delaware limited partnership whose general partner is Pinnacle Capital Management LLC, a Delaware limited liability company (EIN 88-3471082), with its principal place of business located at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115.

C. Pursuant to the Purchase Agreement, the Investor is purchasing 2,800,000 shares of Series A Preferred Stock of the Company (the "Shares") at a purchase price of $5.00 per share, for an aggregate purchase price of $14,000,000.00, together with the other Purchasers who are purchasing additional shares of Series A Preferred Stock on the terms and conditions set forth in the Purchase Agreement.

D. The Investor is a "venture capital operating company" within the meaning of 29 C.F.R. § 2510.3-101(d) of the regulations promulgated by the U.S. Department of Labor (the "DOL") under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or intends to qualify as such through, among other things, the obtaining of management rights in connection with the Investor's direct equity investments, including the Investor's investment in the Company.

E. In order to ensure that the Investor's investment in the Company qualifies as a "venture capital investment" as defined in 29 C.F.R. § 2510.3-101(d)(3), and in order to enable the Investor to obtain and maintain its status as a venture capital operating company, the Company agrees to provide the Investor with certain management rights as more fully set forth herein.

F. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement, the Investors' Rights Agreement dated as of the date hereof, by and among the Company, the Investor, and the other parties thereto (the "Investors' Rights Agreement"), and the Voting Agreement dated as of the date hereof, by and among the Company, the Investor, and the other parties thereto (the "Voting Agreement"), as applicable.

In consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

SECTION 1: GRANT OF MANAGEMENT RIGHTS

1.1 Management Consultation and Advice Rights

The Company hereby grants to the Investor the right to consult with and advise the management of the Company on significant business issues, including, without limitation, the Company's strategic direction, operating plans, annual budget, product development roadmap, go-to-market strategy, hiring plans, key personnel decisions, capital allocation, and other material business decisions affecting the Company's operations and financial performance. The Company's management, including Dr. Amara Osei, Co-Founder and Chief Executive Officer, and Julian Voss, Co-Founder and Chief Technology Officer (and any successors to such positions), shall make themselves reasonably available for such consultation upon reasonable request by the Investor or its designated representatives. Such consultations may occur in person at the Company's principal offices at 88 Garrison Street, Floor 4, Boston, MA 02116, by telephone, or by video conference, as mutually agreed upon by the parties. The Company shall use commercially reasonable efforts to accommodate the scheduling preferences of the Investor's representatives for any such consultation, and shall respond to reasonable requests for consultations within five (5) business days of receipt of such requests. Nothing in this Section 1.1 shall require the Company to follow or implement any advice or recommendation provided by the Investor in connection with such consultations, it being understood that the management rights granted herein are consultative and advisory in nature.

1.2 Board Observation and Attendance Rights

(a) The Investor shall have the right, in addition to any board seat to which the Investor is entitled under the Voting Agreement, to designate one (1) representative (the "Observer") to attend all meetings of the Company's Board of Directors (the "Board"), whether held in person, by telephone, by video conference, or by any other means of remote communication. For the avoidance of doubt, under the Voting Agreement, the Investor is entitled to designate one (1) member to serve on the Company's five-seat Board of Directors, and the initial designee under the Voting Agreement shall be Christine Aldridge, Partner of Pinnacle Capital Management LLC. The board observation right granted under this Section 1.2 is supplementary to such board designation right and may be exercised by a different representative of the Investor, including, by way of example and not limitation, Tomas Medina, Vice President of Pinnacle Capital Management LLC, or such other individual as the Investor may designate from time to time by written notice to the Company.

(b) The Observer shall receive all notices of meetings of the Board at the same time and in the same manner as such notices are provided to the members of the Board. In addition, the Observer shall receive copies of all materials, agendas, board packages, presentations, reports, and other information provided to the members of the Board in connection with any meeting or action of the Board (including any written consent in lieu of a meeting), at the same time and in the same manner as such materials are provided to the directors. The Observer shall have the right to participate in discussions at Board meetings, provided that the Observer shall not be entitled to vote on any matter before the Board and shall not be counted for purposes of determining a quorum.

(c) Notwithstanding the foregoing, the Company may exclude the Observer from any executive session of the Board or any portion of a Board meeting where the Company's legal counsel (including Fenwick, Torres & Keane LLP or any successor outside counsel) advises the Board, in writing or orally, that the Observer's presence would reasonably be expected to jeopardize the attorney-client privilege applicable to any communication between the Company and its counsel, or would create a material conflict of interest between the Company and the Investor. In the event that the Observer is excluded from any portion of a Board meeting pursuant to this Section 1.2(c), the Company shall provide the Observer with a summary of the matters discussed during such excluded portion to the extent that such disclosure would not, in the judgment of the Company's counsel, jeopardize any applicable privilege or exacerbate any conflict of interest.

1.3 Inspection of Books and Records

(a) The Company shall permit the Investor and its duly authorized and designated representatives (including partners, officers, employees, agents, accountants, and legal counsel of the Investor or Pinnacle Capital Management LLC) to visit and inspect any of the properties of the Company, to examine the Company's books of account, financial records, corporate records, contracts, and other documents, and to discuss the Company's affairs, finances, business operations, prospects, and accounts with the Company's officers, directors, employees, accountants, auditors (including Pemberton & Associates CPAs LLP, the Company's current independent auditor, or any successor auditor), and other professional advisors, at such reasonable times during normal business hours and as often as the Investor may reasonably request.

(b) Such inspections and visits shall occur at the Company's principal offices located at 88 Garrison Street, Floor 4, Boston, MA 02116 (or at such other locations where the Company's books and records are maintained from time to time), upon reasonable advance written or electronic notice to the Company of not less than three (3) business days, except in circumstances where the Investor reasonably determines that more immediate access is necessary to protect its investment, in which case the Investor shall provide such advance notice as is practicable under the circumstances.

(c) The Investor may conduct such inspections and visits at reasonable intervals, but in no event less frequently than once per fiscal quarter of the Company. The Company shall designate a senior officer or other appropriate representative to facilitate and assist the Investor and its representatives in connection with any such inspection or visit.

1.4 Access to Financial and Operating Information

(a) Without limiting the information rights granted to the Investor under Article III of the Investors' Rights Agreement, the Company shall provide the Investor with the following financial and operating information:

(i) Monthly Financial Statements. Within thirty (30) days after the end of each calendar month, unaudited financial statements of the Company for such month and for the year-to-date period then ended, consisting of a balance sheet, an income statement, a statement of cash flows, and a comparison of actual results to the annual operating budget, in each case prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied (subject to the absence of footnotes and year-end audit adjustments).

(ii) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Company, audited financial statements of the Company for such fiscal year, consisting of a balance sheet, an income statement, a statement of stockholders' equity, and a statement of cash flows, together with the notes thereto, in each case prepared in accordance with GAAP and audited by Pemberton & Associates CPAs LLP (or such other nationally or regionally recognized independent public accounting firm as may be selected by the Board).

(iii) Annual Operating Budget. The Company's annual operating budget for each upcoming fiscal year, including projected revenue, expenses, capital expenditures, headcount, and cash flow projections, which budget shall be approved by the Board and provided to the Investor no later than December 15 of the fiscal year immediately preceding the fiscal year to which such budget relates.

(iv) Additional Information. Such other financial, operational, or business information as the Investor may reasonably request from time to time in connection with the Investor's assessment of its investment in the Company, the Investor's internal reporting requirements, or the Investor's compliance with applicable law, regulation, or the terms of the Investor's limited partnership agreement, provided that any such request shall be reasonable in scope and shall not impose an undue burden on the Company's management or operations.

(b) The Company and the Investor acknowledge that, in addition to the information rights set forth in this Section 1.4, the Company and the Investor have entered into a Side Letter of even date herewith (the "Side Letter"), which provides for enhanced quarterly reporting and the delivery of certain key performance indicator ("KPI") dashboards to the Investor. The information rights set forth in this Section 1.4 are in addition to, and are not intended to limit or supersede, the information rights set forth in the Side Letter or the Investors' Rights Agreement.

SECTION 2: EXERCISE OF MANAGEMENT RIGHTS

The Investor shall have the right to exercise the management rights set forth in Section 1 of this Letter at such times and in such manner as the Investor, in its reasonable discretion, may determine, subject to reasonable prior notice to the Company and due consideration of the Company's operational needs and scheduling requirements. The Investor agrees to exercise such management rights in a manner that does not unreasonably interfere with the day-to-day business operations of the Company and to coordinate with the Company's management in good faith regarding the timing and scope of any exercise of such rights.

Notwithstanding any other provision of this Letter, the management rights granted herein are contractual rights only and are not intended to, and shall not be construed to, give the Investor the power to manage, direct, or control the day-to-day business operations or affairs of the Company. The Investor's exercise of the management rights set forth herein shall not be deemed to constitute the Investor as a manager, officer, director, partner, joint venturer, or agent of the Company, nor shall such exercise be deemed to create any fiduciary duty or obligation on the part of the Investor to the Company, its stockholders, its employees, or any other person or entity. The Company acknowledges and agrees that the Investor is acting solely in its capacity as an investor and that the management rights granted hereunder are intended to enable the Investor to protect and monitor its investment in the Company and to satisfy the requirements for qualification as a venture capital operating company under the DOL regulations.

SECTION 3: VCOC QUALIFICATION

The Company hereby acknowledges that the management rights granted to the Investor pursuant to this Letter are intended to ensure that the Investor obtains "management rights" within the meaning of 29 C.F.R. § 2510.3-101(d)(3)(ii) with respect to the Investor's investment in the Company, such that the Investor qualifies as, and is able to maintain its status as, a "venture capital operating company" as defined in 29 C.F.R. § 2510.3-101(d) (a "VCOC"). The Company further acknowledges that the Investor's ability to obtain and maintain VCOC status is a material inducement to the Investor's investment in the Company pursuant to the Purchase Agreement and that the Investor would not have made such investment absent the management rights granted herein.

The Company agrees to cooperate with the Investor in all reasonable respects to ensure that the Investor is able to exercise the management rights set forth in this Letter and thereby obtain and maintain its qualification as a VCOC. Such cooperation shall include, without limitation, providing the Investor with reasonable access to the Company's management, facilities, books, records, and information as contemplated by Section 1 hereof, and taking such other actions as may be reasonably necessary or appropriate to facilitate the Investor's exercise of such management rights.

In the event that the Investor determines, in its reasonable judgment (whether based on a change in applicable law or regulations, guidance issued by the DOL, a court decision, or otherwise), that additional management rights or modifications to the management rights set forth in this Letter are necessary or advisable in order to enable the Investor to obtain or maintain its VCOC status, the Company agrees to negotiate in good faith with the Investor and to promptly enter into any amendments to this Letter, or supplemental agreements or instruments, as the Investor may reasonably request for such purpose, provided that any such amendment or supplemental agreement shall not impose obligations on the Company that are materially more burdensome than the obligations set forth in this Letter or that would materially interfere with the Company's business operations.

SECTION 4: CONFIDENTIALITY

The Investor acknowledges that certain information that may be obtained by the Investor or its representatives through the exercise of the management rights set forth in this Letter, or otherwise provided to the Investor by the Company in connection with this Letter, may constitute confidential, proprietary, or trade secret information of the Company (collectively, "Confidential Information"). The Investor agrees to hold in strict confidence and not to use (other than in connection with the Investor's evaluation and monitoring of its investment in the Company) or disclose to any third party any Confidential Information obtained through the exercise of the management rights granted herein, except:

(a) to the Investor's general partner, Pinnacle Capital Management LLC, and to the partners, members, officers, directors, employees, agents, advisors, and legal counsel (including Calderwood & Harkness LLP) of the Investor and Pinnacle Capital Management LLC, in each case 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 in this Section 4;

(b) to the Investor's limited partners, to the extent that such disclosure is required by the terms of the Investor's Amended and Restated Agreement of Limited Partnership or by applicable law, regulation, or fiduciary duty, provided that any such limited partners to whom Confidential Information is disclosed are advised of the confidential nature of such information;

(c) to the extent required by applicable law, regulation, subpoena, civil investigative demand, or other legal process, provided that the Investor shall, to the extent legally permissible and practicable, provide the Company with prompt written notice of any such requirement prior to making any such disclosure, so as to afford the Company a reasonable opportunity to seek a protective order or other appropriate remedy;

(d) with the prior written consent of the Company; or

(e) to the extent that such information (i) is or becomes publicly available other than through a breach of this Letter or any other confidentiality obligation owed to the Company by the Investor or its representatives, (ii) was known to the Investor on a non-confidential basis prior to its disclosure by the Company, or (iii) is independently developed by the Investor without reference to or use of any Confidential Information.

The confidentiality obligations set forth in this Section 4 are in addition to, and shall not limit, replace, or supersede, any confidentiality obligations set forth in the Purchase Agreement, the Investors' Rights Agreement, or any other agreement between the Company and the Investor.

SECTION 5: DURATION AND TERMINATION

This Letter and the management rights granted herein shall become effective upon the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), which Closing is expected to occur on or about June 15, 2026.

The management rights set forth in Section 1 shall continue in full force and effect for so long as the Investor, or any affiliate or successor of the Investor (including Pinnacle Capital Management LLC or any successor fund managed by Pinnacle Capital Management LLC or its affiliates), holds any shares of Series A Preferred Stock of the Company, or any shares of Common Stock of the Company issued upon the conversion of Series A Preferred Stock (collectively, "Equity Securities").

This Letter shall automatically terminate, without any further action on the part of either party, upon the earliest to occur of the following:

(a) the date on which the Investor and all of its affiliates cease to hold any Equity Securities of the Company;

(b) the closing of a firm-commitment underwritten initial public offering of the Company's Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (an "IPO"), resulting in aggregate gross proceeds to the Company of not less than $50,000,000 (before deducting underwriting discounts and commissions); or

(c) the closing of a Deemed Liquidation Event (as such term is defined in the Company's Amended and Restated Certificate of Incorporation, as the same may be amended, restated, or supplemented from time to time).

Notwithstanding the termination of this Letter pursuant to this Section 5, the confidentiality obligations of the Investor set forth in Section 4 hereof shall survive such termination and shall remain in full force and effect for a period of two (2) years following the effective date of such termination.

SECTION 6: MISCELLANEOUS PROVISIONS

6.1 Governing Law

This Letter shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

6.2 Entire Agreement; Amendment

This Letter, together with the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, the Side Letter, and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement and understanding between the Company and the Investor with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether oral or written) with respect to such subject matter. This Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both the Company and the Investor.

6.3 Assignment. The Investor may assign this Letter and the management rights granted hereunder to (a) any affiliate of the Investor (including any successor fund managed by Pinnacle Capital Management LLC or its affiliates) or (b) any transferee who acquires a majority of the Investor's shares of Series A Preferred Stock (or shares of Common Stock issued upon conversion thereof), in each case without the prior consent of the Company, provided that any such assignee or transferee agrees in writing, in a form reasonably acceptable to the Company, to be bound by all of the terms and conditions of this Letter (including the confidentiality obligations set forth in Section 4). No assignment pursuant to this Section 6.3 shall relieve the Investor of its obligations hereunder unless the Company expressly agrees in writing to such release. This Letter may not be assigned by the Company without the prior written consent of the Investor.

6.4 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Letter shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by registered or certified mail, return receipt requested, postage prepaid, (iii) sent by nationally recognized overnight courier service (with next-business-day delivery requested), or (iv) transmitted by electronic mail (with confirmation of receipt), addressed as follows (or to such other address as either party may designate by written notice to the other in accordance with this Section 6.4):

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:

Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, CA 94115

Attention: Christine Aldridge, Partner

Email: caldridge@pinnaclecap.com

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

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

Attention: Rachel Bernstein

Email: rbernstein@calderwoodharkness.com

6.5 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. Delivery of an executed counterpart of a signature page of this Letter by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Letter.

6.6 Severability. If any provision of this Letter is held by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Letter, and this Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Letter shall continue in full force and effect and shall be construed so as to give effect to the intent and purposes of this Letter to the greatest extent permitted by applicable law.

[Signature Page Follows]

If this Letter correctly sets forth our agreement, please indicate your acceptance and agreement by signing and returning a counterpart of this Letter.

Very truly yours,

QUILLEN TECHNOLOGIES, INC.

By: ________

Name: Dr. Amara Osei

Title: Co-Founder & Chief Executive Officer

Date: ________

ACKNOWLEDGED AND AGREED:

PINNACLE VENTURE FUND II LP

By: Pinnacle Capital Management LLC, its General Partner

By: ________

Name: Sandeep Rajan

Title: Managing Partner & GP Principal

Date: ________

Prepared by Calderwood & Harkness LLP