CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED BY CALDERWOOD & HARKNESS LLP FOR DISCUSSION PURPOSES ONLY
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
QUILLEN TECHNOLOGIES, INC.
Dated as of June 15, 2026
DRAFT — Prepared by Calderwood & Harkness LLP for Discussion Purposes
Prepared by: Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105
Date: May 16, 2026 Matter Number: 1002-00002 Billing Code: 78412.001
For Circulation to: Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, MA 02116
Attention: Gregory Navarro
Based on: NVCA Model Series A Preferred Stock Purchase Agreement, adapted for the transaction
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of ____, 2026 (the "Agreement Date"), by and among:
(i) QUILLEN TECHNOLOGIES, INC., a Delaware corporation (the "Company");
(ii) PINNACLE VENTURE FUND II LP, a Delaware limited partnership, acting through its general partner, Pinnacle Capital Management LLC, a Delaware limited liability company (the "Lead Investor"); and
(iii) Each of the other investors listed on the Schedule of Investors attached hereto as Schedule 1 (together with the Lead Investor, each an "Investor" and collectively, the "Investors").
RECITALS
WHEREAS, the Company has authorized the sale and issuance of shares of its Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), having the rights, preferences, privileges, and restrictions set forth in the Company's Amended and Restated Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware prior to or concurrently with the Closing (as defined below);
WHEREAS, the Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware, having been incorporated on July 12, 2023, with Delaware File Number 7384219 and Employer Identification Number 93-4817265, and maintains its principal executive offices at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116;
WHEREAS, the Investors desire to purchase shares of Series A Preferred Stock, and the Company desires to sell and issue shares of Series A Preferred Stock to the Investors, on the terms and conditions set forth herein;
WHEREAS, Pinnacle Venture Fund II LP, a Delaware limited partnership, acting through its general partner Pinnacle Capital Management LLC, a Delaware limited liability company, will serve as the Lead Investor in connection with the transactions contemplated by this Agreement;
WHEREAS, in addition to the Lead Investor, the following investors will participate in the purchase of Series A Preferred Stock: (a) Blackthorn Growth Fund III LP, a Delaware limited partnership, and (b) Stonebridge Ventures LLC, a New York limited liability company;
WHEREAS, concurrently with the Closing, certain outstanding convertible promissory notes (the "Convertible Notes") issued by the Company on or about March 15, 2024, in the aggregate original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus accrued and unpaid interest thereon, shall automatically convert into shares of Series A Preferred Stock pursuant to the terms of such Convertible Notes, which Convertible Notes bear interest at a rate of six percent (6%) per annum (simple interest), provide for a twenty percent (20%) conversion discount, contain a valuation cap of Twenty-Five Million Dollars ($25,000,000), and have an original maturity date of March 15, 2026 (as extended to June 30, 2026);
WHEREAS, the holders of the Convertible Notes are: (a) Harborview Angel Syndicate LLC, holding a Convertible Note with an original principal amount of Seven Hundred Fifty Thousand Dollars ($750,000); (b) Caldwell Family Office LLC, holding a Convertible Note with an original principal amount of Five Hundred Thousand Dollars ($500,000); and (c) Dr. Lawrence Hu, holding a Convertible Note with an original principal amount of Two Hundred Fifty Thousand Dollars ($250,000);
WHEREAS, the rights, preferences, privileges, and restrictions of the Series A Preferred Stock will be as set forth in the Company's Amended and Restated Certificate of Incorporation, substantially in the form attached hereto as Exhibit A (the "Amended Certificate"), to be filed with the Secretary of State of the State of Delaware prior to or concurrently with the Closing; and
WHEREAS, capitalized terms used but not otherwise defined in the body of this Agreement shall have the meanings ascribed to such terms in Section 1.1.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Amended Certificate" means the Amended and Restated Certificate of Incorporation of the Company in substantially the form attached hereto as Exhibit A, to be filed with the Secretary of State of the State of Delaware prior to or concurrently with the Closing, setting forth the rights, preferences, privileges, and restrictions of the Company's authorized capital stock, including the Series A Preferred Stock.
"Board" or "Board of Directors" means the Board of Directors of the Company, as constituted from time to time in accordance with the Company's certificate of incorporation, bylaws, and the Voting Agreement.
"Closing" has the meaning set forth in Section 2.3.
"Closing Date" means the date on which the Closing occurs, which is targeted for June 15, 2026, or such other date as the Company and the Lead Investor may mutually agree in writing.
"Common Stock" means the Common Stock, par value $0.0001 per share, of the Company. As of the date hereof, the Company has authorized 15,000,000 shares of Common Stock, of which 8,000,000 shares are issued and outstanding.
"Company" means Quillen Technologies, Inc., a Delaware corporation, together with its successors and permitted assigns.
"Company Counsel" means Fenwick, Torres & Keane LLP, 200 Clarendon Street, Suite 3400, Boston, MA 02116.
"Company IP" means all intellectual Property owned by, licensed to, or used by the Company in the conduct of its business as presently conducted or as proposed to be conducted, including, without limitation, all rights in and to the Mosaic platform, all proprietary software, trade secrets, know-how, inventions (whether or not patentable), algorithms, data models, databases, copyrights, trademarks, service marks, trade names, domain names, and all applications and registrations relating to any of the foregoing.
"Convertible Notes" means those certain convertible promissory notes issued by the Company on or about March 15, 2024, in the aggregate original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), bearing interest at a rate of six percent (6%) per annum (simple interest), with a conversion discount of twenty percent (20%), a valuation cap of Twenty-Five Million Dollars ($25,000,000), and an original maturity date of March 15, 2026 (as extended to June 30, 2026), issued to the Note holders identified in the Recitals.
"Disclosure Schedules" means the disclosure schedules delivered by the Company to the Investors concurrently herewith, which disclosure schedules qualify and supplement the representations and warranties of the Company set forth in Article 3 of this Agreement. The Disclosure Schedules are arranged in numbered sections corresponding to the sections of Article 3.
"Equity Incentive Plan" means the Company's 2023 Equity Incentive Plan, as amended from time to time, including as amended to increase the authorized share pool to 3,000,000 shares prior to or concurrently with the Closing.
"Founder(s)" means, collectively, Dr. Amara Osei and Julian Voss, each of whom is a founder of the Company and a holder of shares of Common Stock.
"Fully Diluted Capitalization" means, as of any date of determination, the total number of shares of capital stock of the Company, determined on a fully diluted, as-converted basis, including: (a) all issued and outstanding shares of Common Stock; (b) all issued and outstanding shares of Preferred Stock, calculated on an as-converted-to-Common-Stock basis; (c) all shares of Common Stock issuable upon exercise of all outstanding options and warrants, whether or not vested or exercisable; and (d) all shares of Common Stock reserved for issuance under the Equity Incentive Plan (including shares that have been authorized but not yet granted).
"GAAP" means United States generally accepted accounting principles as in effect from time to time, consistently applied.
"Indemnification Agreement" means the indemnification agreement to be entered into between the Company and the Pinnacle board designee, Christine Aldridge, at the Closing, in the form customarily used by the Company for its directors.
"intellectual Property" means all intellectual property rights of any kind, including patents, patent applications, copyrights, trademarks, service marks, trade names, domain names, trade secrets, inventions, know-how, proprietary software, algorithms, data models, and all other proprietary rights, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.
"Investors" means each of the persons and entities listed on the Schedule of Investors attached hereto as Schedule 1, including the Lead Investor, each other purchaser of Shares at the Closing, and each Note holder who executes a joinder to this Agreement in connection with the conversion of the Convertible Notes, and their respective successors and permitted assigns.
"Investors' Rights Agreement" means the Investors' Rights Agreement to be entered into at the Closing by and among the Company and the Investors, substantially in the form attached hereto as Exhibit B.
"Key Employees" means Dr. Amara Osei (Chief Executive Officer), Julian Voss (Chief Technology Officer), and Priya Chandrasekar (Vice President of Product).
"Lead Investor" means Pinnacle Venture Fund II LP, a Delaware limited partnership, acting through its general partner, Pinnacle Capital Management LLC, a Delaware limited liability company.
"Management Rights Letters" means the management rights letters to be entered into at the Closing between the Company and each of Pinnacle Venture Fund II LP and Blackthorn Growth Fund III LP, providing for certain management and information rights necessary for each such Investor's qualification as a "venture capital operating company" under the Department of Labor regulations.
"Material Adverse Effect" means any event, occurrence, fact, condition, change, development, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, properties, liabilities, financial condition, results of operations, or prospects of the Company, or (b) the ability of the Company to consummate the transactions contemplated by this Agreement or the other Transaction Agreements or to perform its obligations hereunder or thereunder; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute or contribute to a Material Adverse Effect: (i) changes in general economic or market conditions affecting the industry in which the Company operates generally and not disproportionately affecting the Company; (ii) changes in applicable laws or regulations or GAAP; (iii) acts of war, terrorism, or natural disasters not disproportionately affecting the Company; or (iv) changes resulting from the announcement or pendency of the transactions contemplated hereby.
"Note Conversion Price" means the price per share at which the Convertible Notes will convert into shares of Series A Preferred Stock at the Closing, determined as the lower of (i) eighty percent (80%) of the Per Share Purchase Price (i.e., $5.00 multiplied by 0.80 = $4.00 per share) and (ii) the quotient obtained by dividing the $25,000,000 valuation cap by the Fully Diluted Capitalization of the Company immediately prior to the Closing (calculated as 8,000,000 shares of Common Stock plus 2,500,000 shares of Series Seed Preferred Stock plus 2,000,000 shares reserved under the Equity Incentive Plan = 12,500,000 shares; $25,000,000 divided by 12,500,000 = $2.00 per share). The cap-derived price of $2.00 per share is the more favorable price for the Note holders and therefore the Note Conversion Price is $2.00 per share.
"Note Conversion Shares" means the shares of Series A Preferred Stock issuable upon conversion of the Convertible Notes at the Closing at the Note Conversion Price, in the aggregate amount of 851,250 shares (based on total conversion amount of approximately $1,702,500 divided by $2.00 per share).
"Option Pool" means the shares of Common Stock reserved for issuance under the Equity Incentive Plan, which currently authorizes 2,000,000 shares (of which 1,200,000 options have been granted and are outstanding and 800,000 remain unissued) and which shall be expanded to 3,000,000 authorized shares prior to or concurrently with the Closing (resulting in 1,800,000 unissued shares in the Option Pool following such expansion).
"Per Share Purchase Price" means Five Dollars ($5.00) per share of Series A Preferred Stock.
"Post-Money Valuation" means Eighty Million Dollars ($80,000,000), calculated as the Pre-Money Valuation plus the aggregate new-money investment amount ($57,500,000 plus $22,500,000).
"Pre-Money Valuation" means Fifty-Seven Million Five Hundred Thousand Dollars ($57,500,000).
"Preferred Stock" means, collectively, the Series Seed Preferred Stock and the Series A Preferred Stock of the Company.
"Purchasers" means those Investors purchasing Shares at the Closing pursuant to Section 2.1 of this Agreement.
"Right of First Refusal and Co-Sale Agreement" means the Right of First Refusal and Co-Sale Agreement to be entered into at the Closing by and among the Company, the Investors, and certain stockholders of the Company, substantially in the form attached hereto as Exhibit D.
"Schedule of Investors" means the schedule attached hereto as Schedule 1, setting forth for each Investor the number of shares of Series A Preferred Stock to be purchased, the Per Share Purchase Price, and the aggregate purchase price, and, with respect to each Note holder, the Note Conversion Shares to be issued.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Seed Investors" means Harborview Angel Syndicate LLC and Ridgepoint Seed Partners LP, each of which is a holder of shares of Series Seed Preferred Stock.
"Series A Director" means a director of the Company elected by the holders of the Series A Preferred Stock, voting as a separate class, pursuant to the terms of the Voting Agreement and the Amended Certificate.
"Series A Preferred Stock" means the Series A Preferred Stock, par value $0.0001 per share, of the Company, having the rights, preferences, privileges, and restrictions set forth in the Amended Certificate.
"Series Seed Preferred Stock" means the Series Seed Preferred Stock, par value $0.0001 per share, of the Company, of which 2,500,000 shares are currently authorized, issued, and outstanding, having been issued at a price of $1.20 per share in connection with the Company's seed financing in October 2023, which raised aggregate proceeds of $3,000,000.
"Shares" means the shares of Series A Preferred Stock to be sold and issued under this Agreement, including both the shares sold for cash consideration and the Note Conversion Shares.
"Side Letter" means the side letter agreement to be entered into at the Closing between the Company and Pinnacle Venture Fund II LP, providing for enhanced information and inspection rights for the Lead Investor.
"Transaction Agreements" means, collectively, this Agreement, the Amended Certificate, the Investors' Rights Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, the Management Rights Letters, the Side Letter, and the Indemnification Agreement, together with all exhibits, schedules, and annexes thereto.
"Voting Agreement" means the Voting Agreement to be entered into at the Closing by and among the Company, the Investors, the Founders, and certain other stockholders of the Company, substantially in the form attached hereto as Exhibit E.
Section 1.2 — Other Defined Terms
In addition to the terms defined in Section 1.1, certain other terms are defined elsewhere in this Agreement and shall have the meanings ascribed to them in the sections in which they are defined. The location of the definition of each such term is set forth below for convenience of reference:
Section 1.3 — Rules of Construction
Unless the context otherwise requires: (a) the words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) references to "Sections," "Articles," "Exhibits," and "Schedules" shall be to the sections, articles, exhibits, and schedules of or to this Agreement; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) references to any law or regulation shall mean such law or regulation as amended, supplemented, or restated from time to time; and (f) references to any person shall include such person's successors and permitted assigns.
ARTICLE 2 — PURCHASE AND SALE OF SERIES A PREFERRED STOCK
Section 2.1 — Sale and Issuance of Series A Preferred Stock
(a) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing, and the Company agrees to sell and issue to each such Investor at the Closing, the number of shares of Series A Preferred Stock set forth opposite such Investor's name on the Schedule of Investors attached hereto as Schedule 1, at a purchase price equal to the Per Share Purchase Price of Five Dollars ($5.00) per share of Series A Preferred Stock. The obligation of each Investor to purchase Shares at the Closing is several and not joint, and no Investor shall be responsible for the failure of any other Investor to consummate its purchase of Shares at the Closing.
(b) The total number of new-money shares of Series A Preferred Stock to be issued and sold at the Closing pursuant to this Section 2.1 is 4,500,000 shares, for aggregate new-money consideration of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), allocated among the Investors as follows:
(i) Pinnacle Venture Fund II LP: 2,800,000 shares of Series A Preferred Stock for an aggregate purchase price of Fourteen Million Dollars ($14,000,000);
(ii) Blackthorn Growth Fund III LP: 1,200,000 shares of Series A Preferred Stock for an aggregate purchase price of Six Million Dollars ($6,000,000); and
(iii) Stonebridge Ventures LLC: 500,000 shares of Series A Preferred Stock for an aggregate purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000).
(c) The Per Share Purchase Price of $5.00 per share is based on a Pre-Money Valuation of Fifty-Seven Million Five Hundred Thousand Dollars ($57,500,000) and a Post-Money Valuation of Eighty Million Dollars ($80,000,000), reflecting the aggregate new-money investment of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000). The allocation of shares among the Investors reflects the respective investment commitments as agreed among the Investors and the Company.
Section 2.2 — Conversion of Convertible Notes
(a) Concurrently with the Closing, the outstanding Convertible Notes (with an aggregate original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), plus estimated accrued and unpaid simple interest of approximately Two Hundred Two Thousand Five Hundred Dollars ($202,500) through the anticipated Closing Date, for a total conversion amount of approximately One Million Seven Hundred Two Thousand Five Hundred Dollars ($1,702,500)) shall automatically convert into shares of Series A Preferred Stock at the Note Conversion Price in accordance with the terms of the Convertible Notes and this Section 2.2. The accrued interest amount set forth herein is an estimate calculated at six percent (6%) per annum simple interest from the date of issuance (March 15, 2024) through the targeted Closing Date of June 15, 2026 (approximately twenty-seven (27) months), and such amount shall be recalculated based on the actual Closing Date.
(b) The Note Conversion Price shall be the lower of:
(i) eighty percent (80%) of the Per Share Purchase Price, representing a twenty percent (20%) discount (i.e., $5.00 × 0.80 = $4.00 per share); or
(ii) the price per share derived from dividing the valuation cap of Twenty-Five Million Dollars ($25,000,000) by the Fully Diluted Capitalization of the Company immediately prior to the Closing, calculated as follows: 8,000,000 shares of Common Stock outstanding, plus 2,500,000 shares of Series Seed Preferred Stock outstanding (on an as-converted basis), plus 2,000,000 shares reserved under the Equity Incentive Plan (prior to expansion) = 12,500,000 shares; $25,000,000 ÷ 12,500,000 = $2.00 per share.
The cap-derived price of $2.00 per share is the lower of the two calculated prices and is therefore more favorable to the Note holders. Accordingly, the Note Conversion Price shall be Two Dollars ($2.00) per share.
(c) The aggregate number of Note Conversion Shares to be issued upon conversion of the Convertible Notes shall be 851,250 shares of Series A Preferred Stock (calculated as $1,702,500 total conversion amount divided by $2.00 per share = 851,250 shares), allocated among the Note holders on a pro rata basis in proportion to the total amount owed to each Note holder (principal plus accrued interest), as follows:
(i) Harborview Angel Syndicate LLC: pro rata share based on its Convertible Note with original principal amount of $750,000, plus accrued and unpaid interest thereon at six percent (6%) per annum from March 15, 2024 through the Closing Date;
(ii) Caldwell Family Office LLC: pro rata share based on its Convertible Note with original principal amount of $500,000, plus accrued and unpaid interest thereon at six percent (6%) per annum from March 15, 2024 through the Closing Date; and
(iii) Dr. Lawrence Hu: pro rata share based on his Convertible Note with original principal amount of $250,000, plus accrued and unpaid interest thereon at six percent (6%) per annum from March 15, 2024 through the Closing Date.
The precise allocation among the Note holders, including exact share amounts, shall be set forth on the Schedule of Investors based on the actual Closing Date and the resulting final accrued interest calculation.
(d) Each Note holder shall, as a condition to the conversion of its Convertible Note, execute and deliver a joinder agreement to this Agreement, substantially in the form provided by counsel to the Lead Investor, pursuant to which such Note holder shall become a party to this Agreement and shall be deemed an "Investor" hereunder for all purposes, including for purposes of the Investors' Rights Agreement, the Voting Agreement, and the Right of First Refusal and Co-Sale Agreement.
(e) Upon the conversion of the Convertible Notes into Note Conversion Shares at the Closing, each Convertible Note shall be deemed cancelled, satisfied in full, and of no further force or effect, and the Company shall have no further obligations under any such Convertible Note. Each Note holder shall surrender the original of its Convertible Note (or an affidavit of lost note and an indemnity in customary form) to the Company at or promptly following the Closing.
Section 2.3 — Closing; Delivery
(a) Closing. The closing of the purchase and sale of the Shares contemplated by this Agreement (the "Closing") shall take place on a date to be mutually agreed upon by the Company and the Lead Investor, which date is targeted for June 15, 2026 (the "Closing Date"). The Closing shall take place at the offices of Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, California 94105, or remotely by electronic exchange of documents and signatures using Brightwater Software or a similar electronic signature platform reasonably acceptable to the parties, or at such other time and place as the Company and the Lead Investor may mutually agree in writing.
(b) Company Deliverables at Closing. At the Closing, the Company shall deliver, or cause to be delivered, to the Investors the items set forth in Section 2.4(a).
(c) Investor Deliverables at Closing. At the Closing, each Investor shall deliver, or cause to be delivered, to the Company the items set forth in Section 2.4(b).
(d) Payment. Each Investor (other than the Note holders, whose consideration is the cancellation of the applicable Convertible Notes and accrued interest thereon) shall deliver the aggregate purchase price set forth opposite such Investor's name on the Schedule of Investors by wire transfer of immediately available funds in United States dollars to an account designated in writing by the Company at Crescent National Bank, Boston, Massachusetts, in accordance with the funds flow memorandum to be agreed upon by the Company and the Lead Investor prior to the Closing Date (the "Funds Flow Memorandum"). Wire transfer instructions for the Company's account and for any disbursements to be made from the proceeds shall be set forth in Schedule 3 hereto.
Section 2.4 — Closing Deliverables
(a) Company Deliverables. At or prior to the Closing, the Company shall deliver, or cause to be delivered, to each Investor each of the following:
(i) A certified copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with and accepted by the Secretary of State of the State of Delaware, bearing the file stamp of such office;
(ii) An executed counterpart of this Agreement, duly executed by the Company;
(iii) An executed counterpart of the Investors' Rights Agreement, substantially in the form attached hereto as Exhibit B, duly executed by the Company;
(iv) An executed counterpart of the Voting Agreement, substantially in the form attached hereto as Exhibit E, duly executed by the Company and each of the Founders;
(v) An executed counterpart of the Right of First Refusal and Co-Sale Agreement, substantially in the form attached hereto as Exhibit D, duly executed by the Company and each of the Founders;
(vi) Executed Management Rights Letters for each of Pinnacle Venture Fund II LP and Blackthorn Growth Fund III LP, duly executed by the Company, confirming the management and information rights necessary for each such Investor's qualification as a "venture capital operating company" under applicable Department of Labor regulations;
(vii) An executed Side Letter between the Company and Pinnacle Venture Fund II LP, duly executed by the Company, providing for enhanced information and inspection rights for the Lead Investor;
(viii) An executed Indemnification Agreement between the Company and the Pinnacle board designee, Christine Aldridge, duly executed by the Company, in a form customarily used by the Company for indemnification of its directors;
(ix) A legal opinion of Fenwick, Torres & Keane LLP, Company Counsel, in the form attached hereto as Exhibit F, addressed to the Investors, covering such matters as due organization and good standing of the Company, authorization and valid issuance of the Series A Preferred Stock, absence of conflicts, enforceability, and such other customary matters as the Lead Investor may reasonably request;
(x) A Secretary's Certificate of the Company, in the form attached hereto as Exhibit G (the "Secretary's Certificate"), duly executed by the Secretary or an Assistant Secretary of the Company, certifying as to the Amended Certificate, the bylaws of the Company (as currently in effect), resolutions of the Board of Directors and, where required, the stockholders of the Company authorizing the execution, delivery, and performance of this Agreement and the other Transaction Agreements and the issuance and sale of the Shares, and the incumbency and specimen signatures of the officers of the Company executing documents in connection with the Closing;
(xi) A Compliance Certificate, in the form attached hereto as Exhibit H (the "Compliance Certificate"), duly executed by Dr. Amara Osei, Chief Executive Officer of the Company, certifying, among other things, the accuracy of the Company's representations and warranties as of the Closing Date and the Company's compliance with its pre-closing covenants;
(xii) A Bring-Down Certificate (the "Bring-Down Certificate"), duly executed by an officer of the Company, confirming that the representations and warranties of the Company contained in Article 3 are true and correct in all material respects as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date);
(xiii) A certificate of good standing (or certificate of status, as applicable) of the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the Closing Date;
(xiv) An updated capitalization table of the Company, certified by the Chief Executive Officer or Chief Financial Officer of the Company, reflecting the Fully Diluted Capitalization of the Company on a pro forma basis after giving effect to the Closing, the conversion of the Convertible Notes, and the expansion of the Equity Incentive Plan;
(xv) Evidence, in form and substance reasonably satisfactory to the Lead Investor, of the cancellation of each of the Convertible Notes and the issuance of the Note Conversion Shares to the respective Note holders upon conversion thereof;
(xvi) Evidence, in form and substance reasonably satisfactory to the Lead Investor, that the Equity Incentive Plan has been duly amended by action of the Board of Directors and the stockholders of the Company to increase the number of shares of Common Stock authorized and reserved for issuance thereunder from 2,000,000 to 3,000,000 shares; and
(xvii) Completed Disclosure Schedules, in form and substance reasonably satisfactory to the Lead Investor, delivered by the Company in accordance with Article 3.
(b) Investor Deliverables. At or prior to the Closing, each Investor shall deliver, or cause to be delivered, to the Company each of the following:
(i) An executed counterpart of this Agreement, duly executed by such Investor (or, in the case of a Note holder, an executed joinder agreement);
(ii) Executed counterparts of each of the Investors' Rights Agreement, the Voting Agreement, and the Right of First Refusal and Co-Sale Agreement, duly executed by such Investor; and
(iii) Payment of the aggregate purchase price for such Investor's Shares (if applicable) by wire transfer of immediately available funds in United States dollars to the Company's designated account at Crescent National Bank, Boston, Massachusetts, in accordance with the Funds Flow Memorandum and the wire instructions set forth in Schedule 3.
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each Investor, as of the date hereof and as of the Closing Date (except for those representations and warranties that speak as of a specific date, which are made only as of such specific date), that the statements contained in this Article 3 are true and correct in all respects, except as set forth in the Disclosure Schedules delivered by the Company to the Investors concurrently with the execution and delivery of this Agreement (the "Disclosure Schedules"). Each section of the Disclosure Schedules shall qualify the correspondingly numbered representation and warranty in this Article 3, and, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is also responsive to another section of this Article 3, shall also be deemed to qualify such other section. The inclusion of any matter in the Disclosure Schedules shall not be deemed to constitute an admission by the Company that such matter is material, or that such matter would be required to be disclosed therein, or that such matter establishes a standard of materiality.
Section 3.1 — Organization, Good Standing, and Qualification
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7384219; Employer Identification Number 93-4817265). The Company has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified or licensed to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its activities or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is currently qualified to do business in the Commonwealth of Massachusetts. The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each of the other Transaction Agreements and to consummate the transactions contemplated hereby and thereby.
Section 3.2 — Authorization
All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance by the Company of this Agreement and each of the other Transaction Agreements, the authorization of the Amended Certificate, and the authorization, issuance, sale, and delivery of the Shares has been taken or will be taken prior to the Closing, including, without limitation, the requisite approval of the Board of Directors and, to the extent required under the Delaware General Corporation Law, the Company's certificate of incorporation, or the Company's bylaws, the stockholders of the Company. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Amended Certificate will be duly adopted by the Board of Directors and stockholders of the Company and filed with the Secretary of State of the State of Delaware prior to or concurrently with the Closing, and upon such filing shall be valid and effective in accordance with the Delaware General Corporation Law.
Section 3.3 — Valid Issuance of Shares
The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly authorized and issued, fully paid and nonassessable, and free and clear of all liens, encumbrances, security interests, charges, claims, restrictions, and rights of any kind, other than restrictions on transfer arising under this Agreement or the other Transaction Agreements, under the Company's Amended Certificate, and under applicable federal and state securities laws. Assuming the accuracy of the representations of the Investors set forth in Article 4, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance and, when issued in compliance with the provisions of the Amended Certificate, will be duly and validly issued, fully paid and nonassessable, and free of all liens, encumbrances, security interests, charges, claims, restrictions, and rights of any kind (other than restrictions on transfer arising under the Transaction Agreements and applicable securities laws).
Section 3.4 — Capitalization
(a) Authorized Capital Stock. As of immediately prior to the Closing (and after giving effect to the filing of the Amended Certificate), the authorized capital stock of the Company shall consist of the following:
(i) Common Stock: The Company is authorized to issue a total number of shares of Common Stock as set forth in the Amended Certificate, par value $0.0001 per share, of which 8,000,000 shares are issued and outstanding as of the date hereof.
(ii) Series Seed Preferred Stock: The Company is authorized to issue 2,500,000 shares of Series Seed Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the date hereof, held as follows: Harborview Angel Syndicate LLC — 1,500,000 shares, and Ridgepoint Seed Partners LP — 1,000,000 shares.
(iii) Series A Preferred Stock: The Company is authorized to issue a total number of shares of Series A Preferred Stock as set forth in the Amended Certificate, par value $0.0001 per share, none of which are issued or outstanding as of the date hereof (prior to the Closing).
(b) Outstanding Options and Warrants. Except as set forth in Disclosure Schedule 3.4, the following are the only outstanding options, warrants, or other rights to acquire capital stock of the Company:
(i) 2023 Equity Incentive Plan: The Equity Incentive Plan currently authorizes the issuance of 2,000,000 shares of Common Stock (which number shall be increased to 3,000,000 shares prior to or concurrently with the Closing). As of the date hereof, 1,200,000 options have been granted and are outstanding under the Equity Incentive Plan, and 800,000 shares remain authorized but unissued and available for future grant. Following the expansion of the Equity Incentive Plan to 3,000,000 authorized shares, and taking into account the currently outstanding grants, 1,800,000 shares will be authorized but unissued and available for future grant.
(ii) Warrants: No warrants to purchase capital stock of the Company are outstanding, other than the Convertible Notes (which shall convert into Series A Preferred Stock at the Closing).
(c) Convertible Securities. Other than the Convertible Notes and the outstanding options under the Equity Incentive Plan, there are no outstanding convertible securities, rights, options, warrants, conversion rights, or agreements for the purchase or acquisition from the Company of any shares of the Company's capital stock. The Convertible Notes have an aggregate outstanding principal amount of $1,500,000 plus accrued and unpaid interest, and shall convert at the Closing into an aggregate of 851,250 shares of Series A Preferred Stock at the Note Conversion Price of $2.00 per share, as more fully described in Section 2.2.
(d) Pro Forma Post-Closing Capitalization (Fully Diluted). Immediately following the Closing, after giving effect to (i) the issuance of the Shares pursuant to Section 2.1, (ii) the conversion of the Convertible Notes pursuant to Section 2.2, and (iii) the expansion of the Equity Incentive Plan, the Fully Diluted Capitalization of the Company shall be as follows:
(e) Disclosure Schedule 3.4 sets forth a complete and accurate capitalization table of the Company as of the date hereof and on a pro forma post-Closing basis, including a listing of all holders of the Company's capital stock (including the number of shares held by each holder), all holders of outstanding options (including the number of shares subject to each option, the exercise price, the vesting schedule, and the grant date), and the Note holders and their respective Note Conversion Shares.
(f) All outstanding shares of capital stock of the Company have been duly authorized and validly issued in compliance with all applicable federal and state securities laws, are fully paid and nonassessable, and were not issued in violation of any preemptive right, right of first refusal, or other similar right. The Company has not granted or agreed to grant any anti-dilution rights, registration rights, or other similar rights with respect to the Company's securities, except as contemplated by the Transaction Agreements and except as set forth in Disclosure Schedule 3.4.
Section 3.5 — Subsidiaries
The Company does not presently own, and has not at any time owned, any equity interest, membership interest, or other ownership interest (direct or indirect) in any corporation, partnership, limited liability company, joint venture, association, or other entity. The Company has no subsidiaries.
Section 3.6 — Financial Statements
(a) The Company has delivered to the Investors the following financial statements (collectively, the "Financial Statements"): (i) unaudited financial statements of the Company for the fiscal year ended December 31, 2025, consisting of a balance sheet, income statement, and statement of cash flows; and (ii) unaudited interim financial statements of the Company for the three (3)-month period ended March 31, 2026, consisting of a balance sheet, income statement, and statement of cash flows (the "Most Recent Financial Statements").
(b) The Financial Statements have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, subject in the case of the unaudited financial statements to normal year-end audit adjustments (which are not expected to be material) and the absence of footnotes. The Financial Statements present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company as of the dates and for the periods indicated therein.
(c) As reflected in the Most Recent Financial Statements and as of March 31, 2026, the Company had: (i) cash and cash equivalents on hand of approximately One Million One Hundred Thousand Dollars ($1,100,000); (ii) annualized recurring revenue ("ARR") of approximately Three Million Eight Hundred Thousand Dollars ($3,800,000); (iii) last-twelve-months ("LTM") revenue of approximately Three Million Two Hundred Thousand Dollars ($3,200,000); and (iv) an average monthly net cash burn rate of approximately Four Hundred Twenty Thousand Dollars ($420,000).
(d) The Company completed a SOC 2 Type I examination in January 2026, conducted by Pemberton & Associates CPAs LLP (engagement partner: Diane Stratton, CPA), and no material deficiencies were identified. The Company is currently undergoing a SOC 2 Type II examination, which is expected to be completed during the third quarter of 2026.
(e) Since December 31, 2025, the Company has not incurred any liabilities or obligations of any nature (whether absolute, accrued, contingent, or otherwise) that are not reflected or reserved for in the Financial Statements, except for liabilities incurred in the ordinary course of business consistent with past practice and liabilities incurred in connection with the transactions contemplated by this Agreement and the other Transaction Agreements.
Section 3.7 — Absence of Changes
Since March 31, 2026, the date of the Most Recent Financial Statements, except as expressly contemplated by this Agreement or as set forth in the Disclosure Schedules, (a) there has been no event, occurrence, development, or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and (b) the Company has conducted its business and operations only in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since March 31, 2026, the Company has not:
(i) amended its certificate of incorporation or bylaws (other than as contemplated by the Amended Certificate);
(ii) declared, set aside, or paid any dividend or other distribution (whether in cash, stock, or property) with respect to any shares of its capital stock;
(iii) issued, sold, or otherwise disposed of, or authorized the issuance, sale, or disposition of, any shares of its capital stock or any options, warrants, or other rights to acquire capital stock, other than options granted in the ordinary course under the Equity Incentive Plan;
(iv) made any change in any method of accounting or accounting practice or policy;
(v) made any capital expenditure or commitment for capital expenditures in excess of $100,000 individually or $250,000 in the aggregate;
(vi) incurred any indebtedness for borrowed money, guaranteed any obligation of any other person, or made any loans or advances to any person;
(vii) entered into, amended, modified, or terminated any material contract, or waived any material right thereunder;
(viii) suffered any damage, destruction, or loss (whether or not covered by insurance) to any material asset;
(ix) settled, compromised, or otherwise resolved any litigation, claim, or proceeding; or
(x) agreed or committed to do any of the foregoing.
Section 3.8 — Intellectual Property
(a) The Company owns, or has valid and enforceable rights to use, all Company IP that is necessary for or material to the conduct of the Company's business as presently conducted and as proposed to be conducted. To the Company's knowledge, the Company's rights in and to the Company IP are valid and enforceable, and no Company IP that is owned by the Company is subject to any outstanding order, judgment, decree, stipulation, or agreement restricting the use thereof by the Company.
(b) The "Mosaic" platform, including all software code, algorithms, data models, user interfaces, documentation, and related intellectual property, is owned solely and exclusively by the Company, free and clear of all liens, encumbrances, and third-party rights (other than non-exclusive licenses granted to customers in the ordinary course of business). No third party has any ownership interest in or right to the Mosaic platform or any portion thereof.
(c) The Company has two (2) pending U.S. utility patent applications that were filed with the United States Patent and Trademark Office in August 2024. The application numbers and descriptions of the inventions claimed are set forth in Disclosure Schedule 3.8. To the Company's knowledge, each such patent application is validly pending, and all required maintenance and prosecution actions have been timely taken.
(d) The Company has filed an application with the United States Patent and Trademark Office for the trademark "MOSAIC" in November 2024. The serial number and current status of such application are set forth in Disclosure Schedule 3.8, and the Company is not aware of any grounds for rejection or opposition of such application.
(e) The domain name "quillentech.io" is registered in the name of Quillen Technologies, Inc., and such registration is current and in good standing. No other person has any right, title, or interest in such domain name.
(f) Disclosure Schedule 3.8 sets forth a complete and accurate list of all material open-source software components used by the Company in the Mosaic platform or otherwise in the conduct of its business. The Company has identified the use of software components licensed under the Apache License 2.0 and the MIT License. To the Company's knowledge, the Company does not use, incorporate, or distribute any software that is subject to a "copyleft" or "strong copyleft" license, including any version of the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), or GNU Affero General Public License (AGPL), in a manner that would require the Company to disclose or distribute any proprietary source code. The Company is in compliance with all applicable terms of the open-source licenses under which such components are licensed.
(g) Each current and former employee, officer, consultant, and independent contractor of the Company who has contributed to the development, creation, or improvement of any Company IP has executed a valid and enforceable written agreement that includes an assignment to the Company of all rights in any inventions, works of authorship, developments, and other intellectual property created by such person in the course of his or her engagement with the Company. To the Company's knowledge, no such person is in default of or breach under any such agreement.
(h) There is no claim, suit, action, or proceeding pending or, to the Company's knowledge, threatened against the Company alleging that the Company has infringed, misappropriated, or otherwise violated the intellectual property rights of any third party. The Company has not received any written notice of any such claim, and to the Company's knowledge, the conduct of the Company's business does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.
Section 3.9 — Material Contracts
(a) Disclosure Schedule 3.9 sets forth a complete and accurate list of all material contracts, agreements, instruments, and commitments to which the Company is a party or by which the Company or any of its assets is bound (the "Material Contracts"), including: (i) customer subscription agreements with an annual contract value in excess of $50,000; (ii) vendor or supplier contracts with annual payment obligations in excess of $25,000; (iii) all employment agreements with Key Employees; (iv) any agreement for the borrowing of money or guaranty of any obligation (other than the Convertible Notes); (v) any agreement restricting the Company from competing in any business or geographical area or soliciting any person for employment; (vi) any agreement with any current or former stockholder, officer, director, or affiliate of the Company; and (vii) the Company's banking relationship with Crescent National Bank.
(b) Each Material Contract is in full force and effect and constitutes a valid and binding obligation of the Company and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. The Company is not in default or breach under any Material Contract, and, to the Company's knowledge, no other party to any Material Contract is in default or breach thereunder. No event has occurred that, with the giving of notice or the passage of time or both, would constitute a default or breach by the Company under any Material Contract.
(c) No consent, approval, or authorization of any counterparty to any Material Contract is required in connection with the execution, delivery, or performance of this Agreement or the other Transaction Agreements, or the consummation of the transactions contemplated hereby or thereby, except as set forth in Disclosure Schedule 3.9.
Section 3.10 — Litigation
There is no action, suit, proceeding, claim, complaint, arbitration, mediation, or investigation pending or, to the Company's knowledge, threatened in writing against or affecting the Company, any of its officers, directors, or Key Employees (in their capacities as such), or any of the Company's assets or properties, before any court, arbitrator, mediator, or governmental authority. The Company is not subject to any outstanding order, judgment, injunction, decree, stipulation, or consent of any court, arbitrator, or governmental authority. To the Company's knowledge, there is no basis for any such action, suit, proceeding, or investigation.
Section 3.11 — Compliance with Laws; Permits
(a) The Company is in compliance in all material respects with all applicable laws, rules, regulations, statutes, ordinances, orders, judgments, and decrees of all federal, state, local, and foreign governmental authorities, including those relating to labor and employment, environmental matters, privacy and data security, and securities laws.
(b) The Company is not a registered investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Company has determined, based on analysis conducted by Company Counsel, that the Mosaic platform is a software tool that provides data analytics and portfolio management tools to institutional clients and does not provide "investment advice" within the meaning of the Advisers Act, and accordingly the Company is not required to register as an investment adviser under the Advisers Act. The Company's analysis supports the application of the publisher's exclusion under Section 202(a)(11)(D) of the Advisers Act and applicable SEC guidance. To the extent that any future changes in the Company's business or applicable law require the Company to register as an investment adviser, the Company will use commercially reasonable efforts to come into compliance.
(c) The Company possesses all permits, licenses, approvals, consents, and authorizations of all governmental authorities necessary for the conduct of its business as presently conducted and as proposed to be conducted (the "Permits"), and all such Permits are valid and in full force and effect. Disclosure Schedule 3.11 sets forth a complete and accurate list of all material Permits. The Company has not received any written notice that any Permit will be revoked, suspended, cancelled, or not renewed.
Section 3.12 — Tax Matters
(a) The Company has timely filed (taking into account all applicable extensions) all federal, state, local, and foreign income tax returns and all other material tax returns required to be filed by the Company. All such tax returns are true, correct, and complete in all material respects. The Company has timely paid all taxes shown to be due on such tax returns and all other taxes due and payable by the Company (whether or not shown on any tax return). There are no liens for taxes on any of the assets of the Company, other than liens for taxes not yet due and payable.
(b) The Company is classified as a C-corporation for United States federal and applicable state income tax purposes. The Company has not filed any election to be treated as an S-corporation, a partnership, or a disregarded entity for federal income tax purposes.
(c) There are no pending or, to the Company's knowledge, threatened audits, examinations, assessments, or proceedings by any taxing authority with respect to any taxes of the Company. The Company has not waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to any tax assessment or deficiency.
(d) Qualified Small Business Stock. The Company believes that the Series A Preferred Stock will constitute "qualified small business stock" ("QSBS") within the meaning of Section 1202 of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Shares, when issued, will satisfy the requirements of Section 1202(c) of the Code. The Company will use commercially reasonable efforts to ensure that the Series A Preferred Stock continues to qualify as QSBS, including by complying with the active business requirements and asset tests of Section 1202 of the Code, and the Company will promptly notify the Investors in writing if it becomes aware of any event or circumstance that would cause the Series A Preferred Stock to fail to qualify as QSBS. Notwithstanding the foregoing, no representation or warranty is made regarding the final determination of QSBS eligibility, which is subject to compliance with ongoing requirements and may depend on facts and circumstances beyond the Company's control.
Section 3.13 — Employee Matters
(a) As of the date hereof, the Company has thirty-eight (38) full-time employees, distributed among the following functional areas: twenty-four (24) in engineering, six (6) in sales and marketing, five (5) in general and administrative, and three (3) in executive positions.
(b) The Key Employees of the Company are:
(i) Dr. Amara Osei — Chief Executive Officer and co-Founder; holder of 3,200,000 shares of Common Stock;
(ii) Julian Voss — Chief Technology Officer and co-Founder; holder of 2,800,000 shares of Common Stock; and
(iii) Priya Chandrasekar — Vice President of Product; holder of 400,000 shares of Common Stock (which shares are subject to vesting); joined the Company in January 2025.
(c) Disclosure Schedule 3.13 sets forth a complete and accurate list of all employment agreements, offer letters, consulting agreements, and material terms of at-will employment for all employees and Key Employees, including compensation, bonus, severance, and equity arrangements.
(d) The Company is not a party to or bound by any collective bargaining agreement or similar agreement with any labor union, labor organization, or works council. There is no pending or, to the Company's knowledge, threatened labor dispute, strike, work stoppage, slowdown, picketing, or unfair labor practice charge involving the Company or any of its employees. No representation question, petition for certification, or application for recognition has been made or filed with respect to any employees of the Company, and, to the Company's knowledge, no organizing campaign is in progress with respect to any employees of the Company.
(e) The Company is in compliance in all material respects with all applicable laws relating to labor and employment, including those relating to wages, hours, overtime, equal opportunity, collective bargaining, occupational safety and health, immigration, and the payment and withholding of taxes.
Section 3.14 — Benefits and Compensation