RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Quillen Technologies, Inc.
May 16, 2026
DRAFT — Prepared by Calderwood & Harkness LLP on behalf of Pinnacle Venture Fund II LP
Based on NVCA Model Form — Right of First Refusal and Co-Sale Agreement (Revised 2024)
CONFIDENTIAL — This draft is furnished for discussion purposes only and is subject to change. This document does not constitute a binding agreement or commitment of any kind unless and until executed by all parties hereto.
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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this "Agreement") is entered into as of __, 2026 (the "Effective Date"), by and among:
(i) QUILLEN TECHNOLOGIES, INC., a Delaware corporation (the "Company"), with its principal offices located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116;
(ii) the several investors listed on Exhibit A attached hereto (each individually, an "Investor" and collectively, the "Investors"), including Pinnacle Venture Fund II LP, a Delaware limited partnership, Blackthorn Growth Fund III LP, a Delaware limited partnership, Stonebridge Ventures LLC, a New York limited liability company, Harborview Angel Syndicate LLC, a Massachusetts limited liability company, Ridgepoint Seed Partners LP, a Delaware limited partnership, and each additional holder of the Company's preferred stock from time to time party hereto; and
(iii) the several key holders listed on Exhibit B attached hereto (each individually, a "Key Holder" and collectively, the "Key Holders"), including Dr. Amara Osei, Julian Voss, and Priya Chandrasekar.
The Company, the Investors, and the Key Holders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company has authorized the sale and issuance of up to 4,500,000 shares of its Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a purchase price of $5.00 per share, and the conversion of an aggregate of $1,702,500 in outstanding principal amount of convertible promissory notes (together with any accrued but unpaid interest thereon) into 851,250 shares of Series A Preferred Stock at a conversion price of $2.00 per share, pursuant to the terms of the Series A Preferred Stock Purchase Agreement dated as of the date hereof (the "Purchase Agreement"), by and among the Company and the Investors party thereto;
WHEREAS, the Company, the Investors, and the Key Holders desire to enter into this Agreement to establish certain rights of first refusal and co-sale rights with respect to certain transfers of the Company's capital stock, as more fully set forth herein;
WHEREAS, the execution and delivery of this Agreement by each of the Parties hereto is a condition to the closing of the transactions contemplated by the Purchase Agreement; and
WHEREAS, the Company and the Key Holders acknowledge and agree that the Investors would not consummate the transactions contemplated by the Purchase Agreement but for the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
"Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, 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 such first Person owns or holds, directly or indirectly, more than fifty percent (50%) of the equity interests or voting power of such other Person.
"Agreement" means this Right of First Refusal and Co-Sale Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Board of Directors" means the board of directors of Quillen Technologies, Inc., as duly constituted from time to time in accordance with the Restated Certificate and the Voting Agreement.
"Common Stock" means shares of the Common Stock, par value $0.0001 per share, of the Company, as authorized by the Restated Certificate.
"Company" means Quillen Technologies, Inc., a Delaware corporation (Delaware Secretary of State File Number 7384219; Employer Identification Number 93-4817265), and any successor thereto by merger, consolidation, or otherwise.
"Company Notice" has the meaning set forth in Section 2.1(b) of this Agreement.
"Equity Securities" means (a) shares of Common Stock, (b) shares of Preferred Stock, (c) shares of Common Stock issued or issuable upon the conversion of shares of Preferred Stock, (d) any other capital stock of the Company, and (e) any securities directly or indirectly convertible into, or exercisable or exchangeable for (in each case, whether or not subject to vesting, lapsing, or other conditions), shares of Common Stock, Preferred Stock, or other capital stock of the Company, including stock options, warrants, and convertible notes (but excluding such securities prior to conversion or exercise thereof solely for purposes of determining the number of shares held for the pro rata calculations under Articles 2 and 3, unless the context otherwise requires).
"Exempt Transfer" means any transfer of Transfer Stock described in Section 2.4 of this Agreement.
"Investor Notice" has the meaning set forth in Section 2.2(b) of this Agreement.
"Investors" means the persons and entities listed on Exhibit A hereto, as such Exhibit may be updated from time to time in accordance with the terms of this Agreement, including any transferees or assignees who have agreed in writing to be bound by this Agreement as an Investor.
"Key Holders" means the persons listed on Exhibit B hereto, as such Exhibit may be updated from time to time in accordance with the terms of this Agreement, including any persons who become parties to this Agreement as Key Holders pursuant to a joinder agreement executed in accordance with Section 6.8.
"Permitted Transferee" has the meaning set forth in Section 2.4(a) of this Agreement.
"Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity or body.
"Preferred Stock" means, collectively, the Series A Preferred Stock and the Series Seed Preferred Stock, together with any other series of preferred stock of the Company authorized from time to time pursuant to the Restated Certificate.
"Proposed Transfer" has the meaning set forth in Section 2.1(a) of this Agreement.
"Proposed Transfer Notice" has the meaning set forth in Section 2.1(a) of this Agreement.
"Prospective Transferee" has the meaning set forth in Section 2.1(a) of this Agreement.
"Purchase Agreement" means that certain Series A Preferred Stock Purchase Agreement, dated as of __, 2026, by and among the Company and the purchasers of the Series A Preferred Stock party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware in connection with the closing of the transactions contemplated by the Purchase Agreement, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Secondary Notice" has the meaning set forth in Section 2.2(b) of this Agreement.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Series A Preferred Stock" means the Series A Preferred Stock, par value $0.0001 per share, of the Company, as authorized by the Restated Certificate.
"Series Seed Preferred Stock" means the Series Seed Preferred Stock, par value $0.0001 per share, of the Company, as authorized by the Restated Certificate.
"Transfer Stock" means shares of the Company's capital stock held by a Key Holder, or over which a Key Holder has dispositive power or control, that are subject to the right of first refusal and co-sale provisions set forth in Articles 2 and 3 of this Agreement, including (a) shares of Common Stock held by such Key Holder, (b) any shares of Common Stock issued upon conversion of Preferred Stock held by such Key Holder, (c) any shares of Common Stock acquired by such Key Holder after the date hereof, and (d) any Equity Securities of the Company that are issued in respect of, in exchange for, or in substitution of the foregoing shares, whether by reason of any stock dividend, stock split, reverse stock split, recapitalization, reclassification, reorganization, merger, consolidation, or other similar transaction. For the avoidance of doubt, Transfer Stock shall not include shares of Preferred Stock unless and until such shares have been converted into Common Stock; provided, however, that shares of Preferred Stock held by a Key Holder shall be treated as Transfer Stock on an as-converted-to-Common-Stock basis solely for purposes of determining the number of shares subject to the rights set forth in Articles 2 and 3.
"Undersubscription Notice" has the meaning set forth in Section 2.2(c) of this Agreement.
"Voting Agreement" means the Voting Agreement, dated as of the date hereof, by and among the Company, the Investors, and the Key Holders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
ARTICLE 2 — RIGHT OF FIRST REFUSAL
Section 2.1 — Grant of Right of First Refusal; Notice.
(a) Proposed Transfer Notice Requirement. Each Key Holder hereby unconditionally and irrevocably agrees that, prior to making any voluntary transfer, sale, assignment, pledge, hypothecation, gift, or other disposition of any Transfer Stock or any interest therein (each, a "Proposed Transfer") to any person or entity other than the Company (each, a "Prospective Transferee"), such Key Holder shall deliver a written notice (the "Proposed Transfer Notice") to the Company and to each Investor at least forty-five (45) days prior to the consummation of such Proposed Transfer. Each Proposed Transfer Notice shall contain the following information:
(i) the full legal name, address, and, if applicable, entity type and jurisdiction of formation of the Prospective Transferee;
(ii) the number and type (or class) of shares of Transfer Stock proposed to be transferred (including, where applicable, whether such shares are vested or unvested);
(iii) the proposed purchase price per share, together with the aggregate consideration for the Transfer Stock subject to the Proposed Transfer;
(iv) the form of consideration (whether cash, securities, in-kind property, or a combination thereof) proposed to be paid by the Prospective Transferee, and, if the consideration consists in whole or in part of non-cash consideration, a reasonable description and the Key Holder's good faith estimate of the fair market value of such non-cash consideration;
(v) all other material terms and conditions of the Proposed Transfer, including the proposed closing date; and
(vi) a true, correct, and complete copy of any binding or non-binding written offer, term sheet, letter of intent, purchase agreement, or other agreement between the Key Holder and the Prospective Transferee relating to the Proposed Transfer.
The Proposed Transfer Notice shall constitute a binding offer by the Key Holder to sell the Transfer Stock to the Company and/or the Investors on the terms and conditions set forth therein (subject to the procedures set forth in this Article 2).
(b) Company's Right of First Refusal. Upon receipt of a Proposed Transfer Notice, the Company shall have the first right, but not the obligation, to purchase all or any portion of the Transfer Stock identified in the Proposed Transfer Notice at the same price per share and on the same terms and conditions as set forth therein. The Company shall exercise such right by delivering a written notice (the "Company Notice") to the selling Key Holder and to each Investor, specifying the number of shares of Transfer Stock the Company elects to purchase, within fifteen (15) days following the Company's receipt of the Proposed Transfer Notice (the "Company ROFR Period"). If the Company does not deliver a Company Notice within the Company ROFR Period, or if the Company Notice indicates that the Company elects to purchase fewer than all of the shares of Transfer Stock identified in the Proposed Transfer Notice, then the Company shall be deemed to have waived its right of first refusal with respect to the shares of Transfer Stock not so elected to be purchased, and such remaining shares of Transfer Stock shall thereupon become subject to the Investors' right of first refusal as set forth in Section 2.2 below.
(c) Closing of Company ROFR. If the Company elects to purchase any Transfer Stock pursuant to this Section 2.1, the closing of such purchase shall take place within thirty (30) days after the Company delivers the Company Notice, at such time and place as the Company and the Key Holder shall mutually agree, or if they are unable to agree, at the principal office of the Company. At the closing, the Key Holder shall deliver to the Company the certificate(s) representing the Transfer Stock being purchased (or, in the case of uncertificated shares, appropriate evidence of transfer in book-entry form), duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, and encumbrances (other than restrictions arising under this Agreement, applicable securities laws, and the Restated Certificate), and the Company shall deliver to the Key Holder the purchase price in the form of consideration specified in the Proposed Transfer Notice.
Section 2.2 — Investors' Right of First Refusal.
(a) Grant. To the extent the Company does not exercise its right of first refusal in full pursuant to Section 2.1 with respect to all shares of Transfer Stock identified in the Proposed Transfer Notice, each Investor shall have the right, but not the obligation, to purchase its pro rata share of the remaining Transfer Stock (the "Available Shares") at the same price per share and on the same terms and conditions as set forth in the Proposed Transfer Notice. For purposes of this Section 2.2(a), each Investor's "pro rata share" of the Available Shares shall be determined by multiplying the total number of Available Shares by a fraction, the numerator of which is the number of shares of Equity Securities (on an as-converted-to-Common-Stock basis) then held by such Investor, and the denominator of which is the aggregate number of shares of Equity Securities (on an as-converted-to-Common-Stock basis) then held by all Investors.
(b) Secondary Notice; Investor Notice. Promptly following the expiration of the Company ROFR Period (and in any event within five (5) business days thereafter), the Company shall deliver a written notice (the "Secondary Notice") to each Investor and to the selling Key Holder, which Secondary Notice shall specify: (i) the number of shares of Transfer Stock the Company has elected to purchase pursuant to its right of first refusal under Section 2.1; (ii) the number of Available Shares remaining for purchase by the Investors; and (iii) each Investor's pro rata share of the Available Shares. Each Investor who wishes to exercise its right of first refusal with respect to any or all of its pro rata share of the Available Shares shall deliver a written notice (the "Investor Notice") to the selling Key Holder and to the Company within fifteen (15) days after receipt of the Secondary Notice (the "Investor ROFR Period"), specifying the number of Available Shares such Investor elects to purchase (up to its pro rata share) and, if such Investor desires to exercise its oversubscription right under Section 2.2(c) below, the maximum number of additional Available Shares such Investor would be willing to purchase.
(c) Oversubscription Right. If, after the expiration of the Investor ROFR Period, any Investor has not exercised its right of first refusal with respect to its full pro rata share of the Available Shares, then the Company shall promptly (and in any event within three (3) business days after the expiration of the Investor ROFR Period) deliver a written notice (the "Undersubscription Notice") to each Investor who has elected to purchase its full pro rata share of the Available Shares and who has indicated in its Investor Notice a desire to purchase additional Available Shares. Each such oversubscribing Investor shall have an additional five (5) days from receipt of the Undersubscription Notice (the "Oversubscription Period") to elect to purchase all or any portion of the unsubscribed Available Shares. If more than one Investor elects to purchase unsubscribed Available Shares, such shares shall be allocated among the oversubscribing Investors pro rata, based on the relative number of shares of Equity Securities (on an as-converted-to-Common-Stock basis) then held by each such oversubscribing Investor, unless the oversubscribing Investors otherwise agree among themselves.
(d) Closing of Investor ROFR. If one or more Investors elect to purchase Available Shares pursuant to this Section 2.2, the closing of such purchase(s) shall take place within thirty (30) days after the expiration of the Oversubscription Period (or, if no oversubscription rights are exercised, within thirty (30) days after the expiration of the Investor ROFR Period), at such time and place as the purchasing Investor(s) and the Key Holder shall mutually agree, or if they are unable to agree, at the principal office of the Company. At the closing, the Key Holder shall deliver the certificate(s) representing the Transfer Stock being purchased (or, in the case of uncertificated shares, appropriate evidence of transfer in book-entry form), duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, and encumbrances (other than restrictions arising under this Agreement, applicable securities laws, and the Restated Certificate), and each purchasing Investor shall deliver to the Key Holder the purchase price in the form of consideration specified in the Proposed Transfer Notice.
(e) Non-Cash Consideration. If the consideration proposed to be paid by the Prospective Transferee in the Proposed Transfer consists in whole or in part of non-cash consideration, the Company and/or the Investors exercising rights under this Article 2 may, at their election, pay the applicable purchase price in cash equal to the good faith estimate of the fair market value of such non-cash consideration as set forth in the Proposed Transfer Notice. If the Company or any Investor disputes such valuation, the parties shall negotiate in good faith to agree upon a fair market value, and if they are unable to do so within ten (10) days, the fair market value shall be determined by an independent appraiser mutually agreed upon by the selling Key Holder and the Company (or the applicable Investor).
Section 2.3 — Completion of Transfer to Prospective Transferee.
If the Company and the Investors collectively do not exercise their respective rights of first refusal pursuant to Sections 2.1 and 2.2 with respect to all of the Transfer Stock identified in the Proposed Transfer Notice (i.e., the Company and the Investors in the aggregate elect to purchase fewer than all of the Transfer Stock specified in such notice), then the Key Holder may transfer the Transfer Stock not so purchased to the Prospective Transferee identified in the Proposed Transfer Notice, subject to the following conditions:
(a) such transfer shall be at a price per share no less than the price set forth in the Proposed Transfer Notice and on terms and conditions no more favorable to the Prospective Transferee than those specified in the Proposed Transfer Notice;
(b) such transfer must be consummated within sixty (60) days following the expiration of the applicable exercise periods set forth in Section 2.2 (including, if applicable, the Oversubscription Period);
(c) the Prospective Transferee shall execute and deliver a written agreement, in form and substance reasonably satisfactory to the Company and the holders of a majority of the then-outstanding Preferred Stock, agreeing to be bound by the terms of this Agreement as a Key Holder with respect to the shares of Transfer Stock acquired by such Prospective Transferee (unless the Prospective Transferee is already a party to this Agreement);
(d) such transfer must comply with all applicable federal and state securities laws; and
(e) such transfer is subject to the co-sale rights of the Investors as set forth in Article 3, to the extent applicable.
If the Key Holder does not consummate the Proposed Transfer within the sixty (60) day period specified in clause (b) above, then the Transfer Stock shall again become subject to the right of first refusal and co-sale rights set forth in this Agreement, and no transfer of such Transfer Stock may be made thereafter without compliance with this Article 2 and Article 3.
Section 2.4 — Exempt Transfers.
Notwithstanding anything to the contrary in this Article 2, the right of first refusal provisions of this Article 2 shall not apply to, and no Proposed Transfer Notice shall be required with respect to, the following transfers (each, an "Exempt Transfer"):
(a) Permitted Transferees. Any transfer by a Key Holder of Transfer Stock to one or more of the following "Permitted Transferees": (i) the Key Holder's spouse, domestic partner, parents, children (natural or adopted), grandchildren, or siblings (or the spouses of any of the foregoing); (ii) a trust established for the benefit of the Key Holder or any of the persons described in clause (i) above, including trusts created for estate-planning purposes; (iii) an individual retirement account or other retirement plan account of the Key Holder; (iv) any Affiliate of the Key Holder; or (v) a personal holding company, family limited partnership, family limited liability company, or other entity wholly owned by the Key Holder and/or the persons described in clause (i) above; provided, however, that any such Permitted Transferee shall, as a condition precedent to the effectiveness of such transfer, execute and deliver a written agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all of the terms and conditions of this Agreement as a "Key Holder" with respect to the Transfer Stock so transferred.
(b) Bona Fide Gifts. Any transfer by a Key Holder of Transfer Stock in connection with a bona fide gift or charitable donation; provided, however, that the donee shall, as a condition precedent to the effectiveness of such transfer, execute and deliver a written agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all of the terms and conditions of this Agreement as a "Key Holder" with respect to the Transfer Stock so transferred; and provided, further, that such gift or donation does not, in the aggregate with all prior gifts and donations by such Key Holder, exceed ten percent (10%) of the shares of Transfer Stock held by such Key Holder as of the date hereof.
(c) Repurchases by the Company. Any repurchase of Transfer Stock by the Company pursuant to the equity incentive plan forfeiture, repurchase, or clawback provisions applicable to such shares, including without limitation the provisions of the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan"), as amended from time to time, or pursuant to any restricted stock purchase agreement or similar agreement between the Company and the Key Holder.
(d) Acquisition or Drag-Along Transactions. Any transfer of Transfer Stock made pursuant to (i) a merger, consolidation, or other business combination involving the Company that constitutes an "Acquisition" (as defined in the Restated Certificate) and that has been approved by the Board of Directors and by the requisite stockholders of the Company in accordance with the General Corporation Law of the State of Delaware and the Restated Certificate, (ii) a drag-along sale effected in accordance with the terms and conditions of the Voting Agreement, or (iii) a Deemed Liquidation Event (as defined in the Restated Certificate) in which all stockholders of the Company participate on terms approved in accordance with the Restated Certificate.
(e) Pledges to Financial Institutions. Any bona fide pledge of Transfer Stock by a Key Holder to a bank or other nationally recognized financial institution as collateral for indebtedness; provided, that such pledge has been approved in advance by the Board of Directors (such approval not to be unreasonably withheld); and provided, further, that in the event of any foreclosure, realization, or other exercise of remedies by such financial institution with respect to the pledged Transfer Stock, such foreclosure transfer shall be treated as a Proposed Transfer subject to the provisions of this Article 2 and Article 3 (unless such foreclosure transfer otherwise constitutes an Exempt Transfer under another provision of this Section 2.4).
For the avoidance of doubt, the foregoing Exempt Transfers shall also be exempt from the co-sale provisions of Article 3, as provided in Section 3.4.
ARTICLE 3 — CO-SALE / TAG-ALONG RIGHTS
Section 3.1 — Co-Sale Right.
(a) Grant. If a Key Holder proposes to transfer any shares of Transfer Stock to a Prospective Transferee (a "Proposed Co-Sale Transfer") and the Company and the Investors have not collectively exercised their rights of first refusal pursuant to Article 2 with respect to all of the Transfer Stock specified in the applicable Proposed Transfer Notice, then each Investor shall have the right (but not the obligation) to participate in such Proposed Co-Sale Transfer on the same terms and conditions as the Key Holder, as set forth in this Article 3. Such right is referred to herein as the "Co-Sale Right" or "Tag-Along Right."
(b) Exercise. Each Investor who wishes to exercise its Co-Sale Right shall deliver a written notice (the "Co-Sale Exercise Notice") to the selling Key Holder and to the Company within fifteen (15) days following receipt of written notice from the Company that the rights of first refusal under Article 2 have not been fully exercised (the "Co-Sale Notice"). The Co-Sale Exercise Notice shall specify the maximum number of shares of Equity Securities that such Investor elects to include in the Proposed Co-Sale Transfer, which number shall not exceed such Investor's pro rata share. For purposes of this Section 3.1(b), each Investor's "pro rata share" shall be determined by multiplying the total number of shares of Transfer Stock being transferred to the Prospective Transferee (after giving effect to any shares purchased by the Company or Investors pursuant to Article 2) by a fraction, the numerator of which is the number of shares of Equity Securities (on an as-converted-to-Common-Stock basis) then held by such Investor, and the denominator of which is the sum of (x) the aggregate number of shares of Equity Securities (on an as-converted-to-Common-Stock basis) then held by all Investors, plus (y) the number of shares of Transfer Stock then held by the selling Key Holder.
(c) Reduction of Key Holder's Shares. If one or more Investors exercise their Co-Sale Right, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Co-Sale Transfer to the Prospective Transferee shall be reduced, on a share-for-share basis, by the aggregate number of shares of Equity Securities that all participating Investors collectively elect to include in the Proposed Co-Sale Transfer pursuant to their Co-Sale Rights. In no event shall the total number of shares transferred to the Prospective Transferee exceed the number of shares originally specified in the Proposed Transfer Notice.
(d) Conversion of Preferred Stock for Co-Sale. To the extent that an Investor holds shares of Preferred Stock and desires to participate in a Proposed Co-Sale Transfer pursuant to this Article 3, such Investor may, at its sole election: (i) convert such shares of Preferred Stock into shares of Common Stock immediately prior to the consummation of the Proposed Co-Sale Transfer, in accordance with the conversion provisions set forth in the Restated Certificate, and transfer such shares of Common Stock in the Proposed Co-Sale Transfer; or (ii) transfer such shares of Preferred Stock in the Proposed Co-Sale Transfer, with the price per share to be determined by treating such shares as if they had been converted into Common Stock on an as-converted-to-Common-Stock basis (i.e., the price per share of Preferred Stock shall equal the price per share of Common Stock set forth in the Proposed Transfer Notice multiplied by the number of shares of Common Stock into which one share of such Preferred Stock is then convertible). The Prospective Transferee shall accept shares of either class as described herein. For the avoidance of doubt, an Investor that participates in a co-sale under clause (ii) of this Section 3.1(d) shall not be deemed to have converted its Preferred Stock for any other purpose, and such Preferred Stock shall retain all rights, preferences, and privileges set forth in the Restated Certificate following the consummation of the Proposed Co-Sale Transfer.
Section 3.2 — Conditions to Co-Sale Closing.
The closing of the co-sale transaction shall occur simultaneously with the closing of the Key Holder's transfer to the Prospective Transferee, at the same place and on the same date. At the closing:
(a) each participating Investor shall deliver to the Prospective Transferee the certificate(s) representing the shares of Equity Securities to be sold by such Investor (or, in the case of uncertificated shares, appropriate evidence of transfer in book-entry form), duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, and encumbrances (other than restrictions arising under this Agreement, applicable securities laws, and the Restated Certificate);
(b) each participating Investor shall receive payment from the Prospective Transferee for such Investor's shares on the same terms and conditions (including the per-share price and form of consideration) as the Key Holder receives for its shares in the Proposed Co-Sale Transfer; and
(c) if the Prospective Transferee refuses to purchase the shares of Equity Securities from one or more participating Investors, the Key Holder shall not consummate the Proposed Co-Sale Transfer unless and until the Prospective Transferee agrees to purchase such shares from all participating Investors in accordance with this Article 3.
Each participating Investor shall be responsible for executing any purchase and sale agreement, escrow arrangement, or ancillary documentation reasonably required in connection with the Proposed Co-Sale Transfer, on terms substantially similar to those applicable to the Key Holder, including representations regarding title to shares, authority, and compliance with applicable securities laws; provided, however, that no Investor shall be required to make any representations, warranties, or covenants with respect to the Company, its business, assets, liabilities, or financial condition, or with respect to the Key Holder's shares.
Section 3.3 — Allocation Among Participating Investors.
If the Prospective Transferee limits the total number of shares it will purchase in the Proposed Co-Sale Transfer (whether due to regulatory constraints, investment limitations, or otherwise), the available co-sale shares shall be allocated among the participating Investors pro rata, based on the relative number of shares of Equity Securities (on an as-converted-to-Common-Stock basis) held by each such participating Investor, and the number of shares the Key Holder may sell in the Proposed Co-Sale Transfer shall be correspondingly reduced. In no event shall the Key Holder be permitted to sell a greater number of shares than it would have been entitled to sell had all Investors elected to participate in the co-sale and the allocation described in this Section 3.3 had been applied.
Section 3.4 — Exempt Transfers.
The co-sale provisions of this Article 3 shall not apply to any Exempt Transfer described in Section 2.4. For the avoidance of doubt, the exemptions set forth in Section 2.4 apply with equal force and effect to the co-sale provisions set forth in this Article 3, subject to the same conditions and requirements set forth therein with respect to each category of Exempt Transfer.
ARTICLE 4 — REMEDIES
Section 4.1 — Violation of ROFR or Co-Sale Provisions.
(a) Put Right. If a Key Holder makes or attempts to make a transfer of Transfer Stock in contravention of the right of first refusal provisions set forth in Article 2 or the co-sale provisions set forth in Article 3 (a "Prohibited Transfer"), each Investor shall have the right, exercisable upon written notice delivered to the Key Holder within thirty (30) days after the Investor becomes aware of such Prohibited Transfer, to require the Key Holder to purchase from such Investor a number of shares of Equity Securities equal to the number of shares that such Investor would have been entitled to sell under the co-sale provisions of Article 3 had the Key Holder complied with its obligations hereunder. Such purchase shall be at the same price per share and on the same terms and conditions as those of the Prohibited Transfer. The Key Holder shall consummate such purchase within ten (10) days after receipt of the Investor's written notice. The rights set forth in this Section 4.1(a) are in addition to, and not in lieu of, any other rights or remedies available to the Investors at law, in equity, or under this Agreement or any other Transaction Document.
(b) Injunctive Relief. The Parties acknowledge and agree that a breach or threatened breach of this Agreement would cause the non-breaching Party or Parties irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each Party agrees that, in the event of a breach or threatened breach by any other Party of any provision of this Agreement, the non-breaching Party or Parties shall be entitled to seek equitable relief, including injunctive relief and specific performance, in any court of competent jurisdiction, without the necessity of proving actual damages and without the obligation to post any bond or other security (to the fullest extent permitted by applicable law). The remedies provided in this Section 4.1(b) shall be cumulative and shall not preclude the assertion of any other rights or the pursuit of any other remedies against a breaching Party, including the recovery of monetary damages.
Section 4.2 — Void Transfers.
Any transfer of Transfer Stock made in violation of the terms of this Agreement shall be void ab initio and of no force or effect whatsoever. The Company shall not, and it hereby agrees that it will not, (a) record any such transfer on its stock transfer books, (b) recognize the purported transferee as a stockholder of the Company for any purpose, including the payment of dividends, the right to vote, or the right to receive any distribution or liquidating payment, or (c) issue any new certificate or establish any new book-entry position representing shares purportedly transferred in violation of this Agreement. The Company shall be entitled to issue stop-transfer instructions to its transfer agent (or, if the Company acts as its own transfer agent, to make appropriate notations in its records) to enforce the provisions of this Section 4.2.
ARTICLE 5 — LEGEND AND TRANSFER RESTRICTIONS
Section 5.1 — Stock Certificate Legend.
Each certificate representing shares of Transfer Stock held by a Key Holder (or, in the case of uncertificated shares, the book-entry records of the Company or its transfer agent with respect to such shares) shall bear (or, in the case of uncertificated shares, shall be subject to) a legend or notation in substantially the following form:
"THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT DATED AS OF __, 2026, BY AND AMONG THE ISSUER OF SUCH SHARES AND CERTAIN OF ITS STOCKHOLDERS, AS MAY BE AMENDED FROM TIME TO TIME. THE SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE."
In addition, each such certificate (or book-entry notation) shall bear any additional legends required by applicable federal and state securities laws, including the following:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED."
The Company may, from time to time, instruct its transfer agent to add or remove such legends as necessary to reflect changes in law or amendments to this Agreement or the other Transaction Documents.
Section 5.2 — Instructions to Transfer Agent.
The Company shall issue and deliver, or cause to be issued and delivered, appropriate stop-transfer instructions to any transfer agent, registrar, or other agent of the Company responsible for maintaining the stock transfer books or book-entry records for the Company's securities, directing such agent not to register the transfer of any shares of Transfer Stock except in compliance with the terms and conditions of this Agreement. The Company shall promptly update such instructions from time to time as may be necessary to reflect amendments to this Agreement or changes in the identity of Key Holders or Investors party hereto.
ARTICLE 6 — MISCELLANEOUS
Section 6.1 — Term and Termination.
This Agreement shall be effective as of the Effective Date and shall terminate and be of no further force or effect upon the earliest to occur of the following:
(a) the closing of a firmly underwritten public offering of shares of the Company's Common Stock pursuant to an effective registration statement under the Securities Act, resulting in aggregate gross proceeds to the Company of not less than Fifty Million Dollars ($50,000,000) (before deduction of underwriting discounts, commissions, and offering expenses) (a "Qualified IPO");
(b) the consummation of a Deemed Liquidation Event (as defined in the Restated Certificate) in which the holders of Preferred Stock receive, in respect of their shares of Preferred Stock, an aggregate amount equal to or exceeding the applicable liquidation preferences set forth in the Restated Certificate with respect to such shares (including, without limitation, all accrued but unpaid dividends thereon, if any);
(c) the execution and delivery of a written instrument evidencing the consent of each of the following: (i) the Company (acting by authorization of the Board of Directors), (ii) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), and (iii) the holders of a majority of the shares of Transfer Stock then held by the Key Holders; or
(d) the dissolution, winding up, or liquidation of the Company in accordance with the General Corporation Law of the State of Delaware.
Upon the termination of this Agreement, no Party shall have any further rights or obligations hereunder, except that (i) the provisions of this Section 6.1 and Sections 4.1, 4.2, 6.3, 6.4, 6.5, 6.7, and 6.9 shall survive any such termination, and (ii) no such termination shall relieve any Party from liability for any breach of this Agreement occurring prior to such termination.
Section 6.2 — Amendments and Waivers.
(a) Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument executed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), and (iii) the holders of a majority of the shares of Transfer Stock then held by the Key Holders. Any amendment so effected shall be binding upon the Company, all Investors, and all Key Holders and their respective successors and assigns. Notwithstanding the foregoing, no amendment that would adversely affect the rights of a particular Investor or Key Holder in a manner different from the other Investors or Key Holders, as applicable, shall be effective without the prior written consent of such affected Investor or Key Holder.
(b) Waivers. No waiver of any provision of this Agreement, and no consent to any departure therefrom, shall be effective unless made in writing and signed by the Party or Parties waiving such provision or consenting to such departure. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision hereof. The failure of any Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision or the right to enforce it at a later time.
Section 6.3 — Governing Law.
This Agreement and any claim, controversy, or dispute arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law principles or rules that would cause the application of the laws of any other jurisdiction.
Section 6.4 — Dispute Resolution; Jurisdiction.
(a) Exclusive Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware or (ii) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any matter, the Superior Court of the State of Delaware (Complex Commercial Division) or the United States District Court for the District of Delaware, for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (each, an "Action"), and each Party irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum.
(b) Service of Process. Each Party agrees that service of process in any Action may be effected by mailing a copy of the summons and complaint or other process by registered or certified mail, return receipt requested, to such Party at its address set forth in Section 6.5, or at such other address as such Party may have designated by written notice to the other Parties hereto. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by law.
(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.4(c).
Section 6.5 — Notices.
All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given, made, and received: (a) if delivered by hand or by nationally recognized overnight courier (e.g., Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), upon actual receipt by the intended recipient; (b) if sent by electronic mail (with confirmation of transmission and receipt), upon transmission, provided that such electronic mail is sent during normal business hours of the recipient (and if not, then on the next business day); or (c) if sent by registered or certified mail, return receipt requested, postage prepaid, upon the earlier of actual receipt or three (3) business days after deposit in the United States mail. Notices shall be addressed as follows (or at such other address as any Party may designate by written notice to the other Parties hereto):
If to the Company:
Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, Massachusetts 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, Massachusetts 02116
Attention: Gregory Navarro
Email: gnavarro@inlawlaw.com
If to Pinnacle Venture Fund II LP:
Pinnacle Venture Fund II LP c/o Pinnacle Capital Management LLC 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 94115
Attention: Christine Aldridge, General Partner
Email: caldridge@pinnaclevc.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105
Attention: Rachel Bernstein
Email: rbernstein@calderwoodharkness.com
If to any other Investor or Key Holder:
To the address set forth on Exhibit A (in the case of Investors) or Exhibit B (in the case of Key Holders) hereto, or to such other address as such Investor or Key Holder may have designated by written notice to the Company and the other Parties in accordance with this Section 6.5.
Section 6.6 — Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, executors, administrators, personal representatives, heirs, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, except in connection with a permitted transfer of Equity Securities to a Person who has executed and delivered to the Company a written agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all of the terms and conditions of this Agreement applicable to the transferring Party (as an Investor or Key Holder, as the case may be), and any purported assignment in violation of this Section 6.6 shall be null and void and of no force or effect.
Section 6.7 — Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement 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. The remaining provisions of this Agreement shall continue in full force and effect and shall not be affected or impaired thereby.
Section 6.8 — Additional Key Holders.
The Company may, with the prior written approval of the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), require any Person who, after the date hereof, acquires shares of Common Stock directly from the Company (including, without limitation, shares issued pursuant to the exercise of stock options, the settlement of restricted stock units, or other awards granted under the Quillen Technologies, Inc. 2023 Equity Incentive Plan, as the same may be amended from time to time, including any expansion of the share reserve authorized thereunder to an aggregate of 3,000,000 shares of Common Stock) to become a party to this Agreement as a "Key Holder" by executing and delivering to the Company a joinder agreement substantially in the form attached hereto as Exhibit C (a "Joinder Agreement"). Upon execution and delivery of such Joinder Agreement, such Person shall be deemed a "Key Holder" for all purposes of this Agreement, and the shares of Common Stock acquired by such Person shall be deemed "Transfer Stock" hereunder. The Company shall promptly provide a copy of any executed Joinder Agreement to each Investor.
Section 6.9 — Entire Agreement.
This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement dated as of the date hereof by and among the Company and the Investors party thereto (the "Investors' Rights Agreement"), the Voting Agreement, the Restated Certificate, and all Exhibits hereto, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether written or oral, relating to the subject matter hereof. There are no representations, warranties, covenants, or other agreements between the Parties relating to the subject matter hereof other than those expressly set forth or referred to in this Agreement and the other agreements referenced in this Section 6.9. For the avoidance of doubt, this Agreement supersedes in its entirety that certain Founder Stock Restriction Agreement dated as of September 15, 2023, by and among the Company and the Key Holders.
Section 6.10 — Counterparts; Electronic Signatures.
This Agreement 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 this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by means of an electronic signature platform (including Brightwater Software, Ashford Health IT, or similar technologies) shall be as effective as delivery of a manually executed counterpart, and any such electronic signature shall be deemed an original signature for all purposes. No Party shall raise the use of electronic means of delivery or electronic signatures as a defense to the formation or enforceability of this Agreement.
Section 6.11 — Aggregation of Stock.
For purposes of determining the pro rata rights and other allocations of Investors under this Agreement, all shares of Equity Securities held or acquired by Affiliated entities or persons shall be aggregated together and treated as though held by a single Investor. Without limiting the generality of the foregoing, shares held by a fund and any parallel funds, co-investment vehicles, alternative investment vehicles, or other Affiliates managed by the same general partner, managing member, or investment adviser shall be aggregated for all purposes under this Agreement.
Section 6.12 — Specific Performance.
Without limiting the generality of Section 4.1(b), each Party acknowledges and agrees that the other Parties would be irreparably harmed by any breach of this Agreement and that monetary damages would not be an adequate remedy for such breach. Accordingly, each Party agrees that, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek equitable relief, including specific performance and injunctive relief (temporary, preliminary, and permanent), in any court of competent jurisdiction, without proof of actual damages and without the necessity of posting a bond or other security (to the fullest extent permitted by applicable law), and the breaching Party shall not oppose the granting of such equitable relief on the basis that the non-breaching Party has an adequate remedy at law.
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SIGNATURE PAGES TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first written above.
COMPANY:
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: Dr. Amara Osei
Title: Chief Executive Officer
Address: 88 Garrison Street, Floor 4, Boston, MA 02116
KEY HOLDERS:
________________________________________
Dr. Amara Osei, individually Shares of Common Stock held: 3,200,000
Address: On file with the Company
________________________________________
Julian Voss, individually Shares of Common Stock held: 2,800,000
Address: On file with the Company
________________________________________
Priya Chandrasekar, individually Shares of Common Stock held: 400,000
Address: On file with the Company
INVESTORS:
PINNACLE VENTURE FUND II LP
By: Pinnacle Capital Management LLC, its General Partner
By: ________
Name: Sandeep Rajan
Title: Managing Partner & GP Principal
Address: 450 Pacific Heights Boulevard, Suite 1200
San Francisco, CA 94115
BLACKTHORN GROWTH FUND III LP
By: ________
Name: Diana Hershfield
Title: Partner
Address: On file with the Company
STONEBRIDGE VENTURES LLC
By: ________
Name: Kevin Ashby
Title: Managing Director