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

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SIDE LETTER AGREEMENT

Enhanced Information and Inspection Rights

May 16, 2026

This Side Letter Agreement (this "Side Letter") is entered into as of May 16, 2026, by and between:

Quillen Technologies, Inc., a Delaware corporation (the "Company"), with its principal offices located at 88 Garrison Street, Floor 4, Boston, MA 02116;

and

Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Investor" or "Pinnacle"), with its principal offices located at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115.

The Company and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Series A Preferred Stock Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), pursuant to which the Investor is purchasing 2,800,000 shares of the Company's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a price of $5.00 per share, for an aggregate purchase price of $14,000,000;

WHEREAS, the Company and the Investor are parties to that certain Investors' Rights Agreement, dated as of the date hereof (the "IRA"), by and among the Company, the Investor, Blackthorn Growth Fund III LP, Stonebridge Ventures LLC, Harborview Angel Syndicate LLC, Ridgepoint Seed Partners LP, and the other investors party thereto, which IRA sets forth, among other things, certain information rights, registration rights, and other rights of the investors signatory thereto;

WHEREAS, under the IRA, the Investor is entitled to certain information rights, including, without limitation, (i) monthly unaudited financial statements delivered within thirty (30) days following the end of each calendar month, (ii) annual audited financial statements delivered within one hundred twenty (120) days following the end of each fiscal year, and (iii) an annual budget delivered by December 15 of each year for the following fiscal year;

WHEREAS, as a condition to and in connection with the Investor's agreement to serve as lead investor in the Company's Series A financing and to invest $14,000,000 in the Company (representing approximately 62.22% of the total $22,500,000 Series A financing round), the Company has agreed to provide the Investor with certain enhanced information and inspection rights as set forth herein, supplementing and augmenting the information and inspection rights otherwise provided to the Investor under the IRA; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement or the IRA, as applicable.

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

SECTION 1 — ENHANCED QUARTERLY FINANCIAL REPORTING

1.1 Quarterly Financial Statements. In addition to, and not in replacement of, the monthly unaudited financial statements required to be delivered to the Investor pursuant to Section 3.1 of the IRA, the Company shall deliver to the Investor unaudited quarterly financial statements within forty-five (45) days after the end of each fiscal quarter of the Company. Such quarterly financial statements shall include (a) an unaudited balance sheet of the Company as of the last day of the applicable fiscal quarter, (b) an unaudited income statement (statement of operations) of the Company for the applicable fiscal quarter and for the year-to-date period then ended, and (c) an unaudited statement of cash flows for the applicable fiscal quarter and for the year-to-date period then ended. All quarterly financial statements delivered pursuant to this Section 1.1 shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with the Company's prior financial statements, subject to the absence of footnotes and normal year-end audit adjustments, none of which individually or in the aggregate shall be material. For the avoidance of doubt, the quarterly financial statements described in this Section 1.1 are intended to supplement, and shall not replace or reduce the frequency or scope of, the monthly financial statements required to be delivered under the IRA.

1.2 Quarterly KPI Dashboard. Concurrently with the delivery of each set of quarterly financial statements pursuant to Section 1.1, the Company shall deliver to the Investor a quarterly key performance indicator ("KPI") dashboard containing, at a minimum, the following operational and financial metrics as of or for the applicable fiscal quarter, as the context requires:

(a) Annual Recurring Revenue (ARR). The Company's Annual Recurring Revenue as of the last day of the applicable fiscal quarter, calculated on a basis consistent with the Company's customary methodology and presented in a manner that enables quarter-over-quarter and year-over-year comparison;

(b) Net Revenue Retention Rate and Gross Revenue Churn Rate. The Company's net revenue retention rate (inclusive of expansion, contraction, and churn) and gross revenue churn rate for the applicable fiscal quarter, each calculated on a trailing twelve-month basis or such other basis as is customary for the Company's reporting;

(c) Customer Count. The total number of active subscription customers as of the last day of the applicable fiscal quarter, together with a breakdown showing (i) the number of new customers added during the quarter and (ii) the number of customers lost (churned) during the quarter;

(d) Average Contract Value (ACV). The average contract value of the Company's active subscription customers as of the last day of the applicable fiscal quarter;

(e) Monthly Burn Rate and Cash Runway. The Company's average monthly net cash burn rate for the applicable fiscal quarter and the Company's estimated cash runway (expressed in months), calculated based on the Company's current cash and cash equivalents balance and the applicable average monthly net cash burn rate;

(f) Headcount by Department. The Company's total headcount as of the last day of the applicable fiscal quarter, broken down by functional department, including engineering, sales and marketing, general and administrative, and executive;

(g) Pipeline and Bookings Summary. A summary of the Company's sales pipeline and bookings for the applicable fiscal quarter, including total bookings (new and renewal), qualified pipeline, and such other pipeline metrics as the Company customarily tracks and reports internally to its Board of Directors.

The Company and the Investor acknowledge that the specific KPI metrics described above may be adjusted from time to time by mutual written agreement of the Parties to reflect changes in the Company's business model, industry practices, or the key metrics tracked by the Company's Board of Directors, provided that any such adjustment shall not result in a material reduction in the scope or quality of the information delivered to the Investor.

1.3 Format and Certification. The quarterly financial statements and KPI dashboard delivered pursuant to Sections 1.1 and 1.2 shall be certified by the Company's Chief Executive Officer or Chief Financial Officer (or, if no Chief Financial Officer has been appointed at the time of delivery, by the Company's Chief Executive Officer) as presenting fairly, in all material respects, the financial condition and results of operations of the Company for the periods covered thereby (subject, in the case of unaudited quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments). Such certification may be delivered in the form of a cover letter or email confirmation accompanying the relevant materials. The Company may deliver such materials to the Investor via electronic mail to the Investor's designee(s) at such email addresses as the Investor may specify in writing from time to time, or through a secure virtual data room or investor portal maintained by the Company, provided that the Company shall notify the Investor when such materials have been posted to any such data room or portal.

SECTION 2 — ENHANCED ANNUAL FINANCIAL REPORTING

2.1 Annual Audited Financial Statements. Consistent with and in furtherance of the Company's obligations under the IRA, the Company shall deliver to the Investor annual audited financial statements of the Company within one hundred twenty (120) days following the end of each fiscal year of the Company. Such annual audited financial statements shall include a balance sheet, income statement, statement of cash flows, statement of stockholders' equity, and the notes thereto, and shall be audited by an independent registered public accounting firm approved by the Company's Board of Directors. As of the date hereof, the Company's independent auditors are Pemberton & Associates CPAs LLP (engagement partner: Diane Stratton, CPA). The Company shall promptly notify the Investor in writing of any change in its independent auditors, including the identity of any successor firm.

2.2 Annual Budget and Operating Plan. Consistent with and in furtherance of the Company's obligations under the IRA, the Company shall deliver to the Investor an annual budget and operating plan for the following fiscal year by December 15 of each year. Such annual budget and operating plan shall include, at a minimum, (a) revenue projections (broken down by product line and customer segment, to the extent reasonably practicable), (b) expense budgets by functional department (including engineering, sales and marketing, general and administrative, and executive), (c) capital expenditure plans, (d) hiring plans (specifying projected headcount additions by department and anticipated timing), and (e) such other information as the Company's Board of Directors customarily reviews in connection with its approval of the annual budget. The annual budget and operating plan shall be prepared in good faith by the Company's management and shall be consistent with the budget as approved by the Company's Board of Directors.

2.3 Variance Reporting. Concurrently with the delivery of each set of quarterly financial statements pursuant to Section 1.1, the Company shall provide to the Investor a written narrative report (the "Variance Report") comparing actual results for the applicable fiscal quarter and for the year-to-date period then ended against the corresponding periods in the annual budget approved by the Company's Board of Directors. The Variance Report shall identify and provide explanations for all material variances, which for purposes of this Section 2.3 shall mean any deviation of ten percent (10%) or more from the budgeted amount in any individual line item of the annual budget (whether revenue, expense, capital expenditure, or headcount). The Variance Report shall be prepared in good faith by the Company's management and shall include a discussion of the key drivers of any material variances, any corrective actions being taken or planned by management, and any expected impact on the Company's full-year financial outlook.

SECTION 3 — ENHANCED INSPECTION RIGHTS

3.1 On-Site Inspection. In addition to any inspection rights provided to the Investor under the IRA or any other agreement between the Parties, the Investor (and its authorized representatives, including the Investor's auditors, legal counsel, and financial and operational advisors) shall have the right, upon reasonable prior written notice to the Company of not less than five (5) business days, to visit and inspect the Company's offices, properties, and facilities located at 88 Garrison Street, Floor 4, Boston, MA 02116, or at such other locations as the Company may maintain from time to time, during normal business hours (generally 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding federal holidays), up to two (2) times per calendar year. The Company acknowledges that additional inspections beyond the two (2) annual inspections described above may be reasonably required in connection with a bona fide business concern (including, without limitation, material adverse changes in the Company's financial condition, threatened or pending litigation or regulatory proceedings, or concerns regarding compliance with applicable law), and the Company shall not unreasonably withhold its consent to such additional inspections. All inspections shall be conducted in a manner that does not unreasonably interfere with the Company's normal business operations.

3.2 Access to Records. During any inspection conducted pursuant to Section 3.1, the Investor and its authorized representatives shall have the right to examine and make copies of the Company's books of account, financial records, customer contracts (subject to redaction of customer-identifying information to the extent required by applicable privacy laws or contractual obligations), vendor agreements, employment agreements, intellectual property records, corporate governance documents, minute books, and other corporate records as the Investor may reasonably request, in each case subject to the confidentiality obligations set forth in Section 4 of this Side Letter and any additional reasonable confidentiality protections that the Company may require. The Company shall make its officers and members of senior management, including Dr. Amara Osei (Chief Executive Officer) and Julian Voss (Chief Technology Officer), as well as such other officers or employees as may be reasonably requested by the Investor, reasonably available for discussions with the Investor's representatives during any such inspection. The Company shall provide the Investor and its representatives with reasonable working space at the Company's offices during any inspection.

3.3 Management Meetings. In addition to the on-site inspection rights described in Sections 3.1 and 3.2, the Investor shall have the right to schedule quarterly calls or meetings (which may be conducted in person at the Company's offices or via video conference, at the mutual election of the Parties) with the Company's Chief Executive Officer and/or Chief Financial Officer (or, if no Chief Financial Officer has been appointed at the time of any such meeting, with the Chief Executive Officer and such other officer of the Company as the Company may designate in its reasonable discretion) to discuss the Company's financial condition, business operations, strategic plans, competitive landscape, and such other matters as the Investor may reasonably request. Such quarterly meetings shall be scheduled at mutually convenient times, and the Company shall use commercially reasonable efforts to accommodate the Investor's scheduling preferences. The Investor shall provide the Company with reasonable advance notice (not less than ten (10) business days) of any requested meeting, together with a proposed agenda, to facilitate the Company's preparation therefor. Nothing in this Section 3.3 shall limit the Investor's right to communicate informally with the Company's management in the ordinary course of the parties' business relationship.

SECTION 4 — CONFIDENTIALITY

4.1 Confidential Information. All information delivered to the Investor pursuant to this Side Letter, including, without limitation, the quarterly financial statements, KPI dashboards, Variance Reports, annual budgets and operating plans, and any information obtained by the Investor or its representatives through inspections or management meetings conducted pursuant to Section 3 hereof (collectively, "Side Letter Confidential Information"), shall constitute "Confidential Information" as defined in, and shall be subject to the confidentiality provisions set forth in, the IRA. The Investor acknowledges that the Side Letter Confidential Information may include material non-public information regarding the Company and its business, and the Investor agrees to treat all such information with at least the same degree of care that the Investor uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

4.2 Permitted Disclosures. Notwithstanding Section 4.1, the Investor may disclose Side Letter Confidential Information:

(a) to its general partner, Pinnacle Capital Management LLC, and to its limited partners, officers, directors, employees, advisors, accountants, and legal counsel (including Calderwood & Harkness LLP), in each case on a need-to-know basis and solely in connection with the Investor's management of its investment in the Company, provided that each such recipient is bound by confidentiality obligations no less restrictive than those set forth in this Section 4 or in the IRA (and the Investor shall be responsible for any breach of such obligations by any such recipient);

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

(c) with the prior written consent of the Company, which consent may be granted, withheld, conditioned, or delayed in the Company's sole discretion.

For the avoidance of doubt, nothing in this Section 4 shall limit, restrict, or supersede the Investor's confidentiality obligations under the IRA, which obligations shall remain in full force and effect. In the event of any conflict between the confidentiality provisions of this Side Letter and those of the IRA, the more restrictive provision shall control.

SECTION 5 — RELATIONSHIP TO IRA AND OTHER TRANSACTION DOCUMENTS

5.1 Supplementary Nature. The rights granted to the Investor under this Side Letter are in addition to, and shall not limit, restrict, or supersede, the information rights, inspection rights, and other rights granted to the Investor under the IRA, the Purchase Agreement, the Voting Agreement dated as of the date hereof, the Right of First Refusal and Co-Sale Agreement dated as of the date hereof, any management rights letter executed by the Company in favor of the Investor in connection with the Series A financing, or any other agreement or instrument executed in connection with the Series A financing (collectively, the "Transaction Documents"). The Company's obligations under this Side Letter are cumulative and shall be in addition to all obligations of the Company under the Transaction Documents.

5.2 Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Side Letter and the terms and provisions of the IRA with respect to the subject matter hereof (including, without limitation, the scope, timing, frequency, or content of information to be delivered to the Investor, or the scope and frequency of inspection rights), the terms and provisions more favorable to the Investor shall control and govern.

5.3 Duration. The obligations of the Company under this Side Letter shall continue in full force and effect for so long as the Investor (together with its affiliates, including, for the avoidance of doubt, Pinnacle Capital Management LLC and any successor funds managed by Pinnacle Capital Management LLC or its affiliates) holds at least 500,000 shares of Series A Preferred Stock (as adjusted for any stock splits, reverse stock splits, stock combinations, stock dividends, recapitalizations, reorganizations, or similar transactions), and shall terminate automatically upon the earliest to occur of:

(a) the closing of a firm-commitment underwritten initial public offering of the Company's common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an "IPO");

(b) a Deemed Liquidation Event (as such term is defined in the Company's Amended and Restated Certificate of Incorporation, as in effect from time to time); or

(c) the date on which the Investor (together with its affiliates) ceases to hold at least 500,000 shares of Series A Preferred Stock (as adjusted for stock splits, reverse stock splits, stock combinations, stock dividends, recapitalizations, reorganizations, or similar transactions).

For the avoidance of doubt, the termination of this Side Letter shall not relieve either Party of any obligation accrued prior to the effective date of such termination, and the confidentiality obligations set forth in Section 4 shall survive any termination of this Side Letter in accordance with the survival provisions of the IRA.

SECTION 6 — NOTICES

6.1 Notices to the Company. All notices, requests, consents, demands, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in the IRA. Notices to the Company shall be addressed as follows:

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

Attention: Dr. Amara Osei, Chief Executive Officer

Email: a.osei@quillentech.com

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

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

Attention: Gregory Navarro

Email: gnavarro@inlawlaw.com

6.2 Notices to the Investor. Notices to the Investor shall be addressed as follows:

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

Attention: Christine Aldridge, Partner

Email: caldridge@pinnaclevc.com

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

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

Attention: Rachel Bernstein

Email: rbernstein@calderwoodharkness.com

Either Party may change its notice address by providing written notice of such change to the other Party in accordance with this Section 6.

SECTION 7 — GENERAL PROVISIONS

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

7.2 Amendment and Waiver. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Company and the Investor. No waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

7.3 Entire Agreement. This Side Letter, together with the IRA, the Purchase Agreement, and the other Transaction Documents executed in connection with the Series A financing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to the subject matter hereof.

7.4 Assignment. The Investor may assign its rights under this Side Letter to any transferee that acquires at least 500,000 shares of Series A Preferred Stock (as adjusted for stock splits, reverse stock splits, stock combinations, stock dividends, recapitalizations, reorganizations, or similar transactions) from the Investor in a transfer permitted under the Transaction Documents, subject to such transferee's prior written agreement to be bound by the confidentiality obligations and other terms and conditions of this Side Letter. Except as expressly permitted by the foregoing sentence, neither Party may assign or transfer this Side Letter or any rights or obligations hereunder without the prior written consent of the other Party. Any purported assignment in violation of this Section 7.4 shall be null and void and of no force or effect.

7.5 Severability. If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter or any other jurisdiction, and this Side Letter shall be reformed, construed, and enforced in such jurisdiction 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 original intent and economic effect of the invalid, illegal, or unenforceable provision.

7.6 Counterparts. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

7.7 Expenses. The Company shall reimburse the Investor for the Investor's reasonable and documented out-of-pocket legal fees and expenses incurred in connection with the negotiation, preparation, and execution of this Side Letter, such reimbursement to be made as part of, and subject to the terms and conditions of, the legal fee reimbursement provided for under the Purchase Agreement (including, without limitation, the $75,000 aggregate cap on reimbursable legal fees and expenses set forth therein). The Investor shall provide the Company with reasonably detailed invoices or statements of such fees and expenses promptly following the execution of this Side Letter.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO SIDE LETTER AGREEMENT Enhanced Information and Inspection Rights

IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.

QUILLEN TECHNOLOGIES, INC.

By: ________

Name: Dr. Amara Osei

Title: Chief Executive Officer

Date: ________

PINNACLE VENTURE FUND II LP

By: Pinnacle Capital Management LLC, its General Partner

By: ________

Name: Sandeep Rajan

Title: Managing Partner & GP Principal

Date: ________

SIDE LETTER AGREEMENT
Enhanced Information and Inspection Rights
May 16, 2026
This Side Letter Agreement (this "Side Letter") is entered into as of May 16, 2026, by and between:
Quillen Technologies, Inc., a Delaware corporation (the "Company"), with its principal offices located at 88 Garrison Street, Floor 4, Boston, MA 02116;
and
Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Investor" or "Pinnacle"), with its principal offices located at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115.
The Company and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company and the Investor are parties to that certain Series A Preferred Stock Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), pursuant to which the Investor is purchasing 2,800,000 shares of the Company's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a price of $5.00 per share, for an aggregate purchase price of $14,000,000;
WHEREAS, the Company and the Investor are parties to that certain Investors' Rights Agreement, dated as of the date hereof (the "IRA"), by and among the Company, the Investor, Blackthorn Growth Fund III LP, Stonebridge Ventures LLC, Harborview Angel Syndicate LLC, Ridgepoint Seed Partners LP, and the other investors party thereto, which IRA sets forth, among other things, certain information rights, registration rights, and other rights of the investors signatory thereto;
WHEREAS, under the IRA, the Investor is entitled to certain information rights, including, without limitation, (i) monthly unaudited financial statements delivered within thirty (30) days following the end of each calendar month, (ii) annual audited financial statements delivered within one hundred twenty (120) days following the end of each fiscal year, and (iii) an annual budget delivered by December 15 of each year for the following fiscal year;
WHEREAS, as a condition to and in connection with the Investor's agreement to serve as lead investor in the Company's Series A financing and to invest $14,000,000 in the Company (representing approximately 62.22% of the total $22,500,000 Series A financing round), the Company has agreed to provide the Investor with certain enhanced information and inspection rights as set forth herein, supplementing and augmenting the information and inspection rights otherwise provided to the Investor under the IRA; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement or the IRA, as applicable.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — ENHANCED QUARTERLY FINANCIAL REPORTING
1.1 Quarterly Financial Statements. In addition to, and not in replacement of, the monthly unaudited financial statements required to be delivered to the Investor pursuant to Section 3.1 of the IRA, the Company shall deliver to the Investor unaudited quarterly financial statements within forty-five (45) days after the end of each fiscal quarter of the Company. Such quarterly financial statements shall include (a) an unaudited balance sheet of the Company as of the last day of the applicable fiscal quarter, (b) an unaudited income statement (statement of operations) of the Company for the applicable fiscal quarter and for the year-to-date period then ended, and (c) an unaudited statement of cash flows for the applicable fiscal quarter and for the year-to-date period then ended. All quarterly financial statements delivered pursuant to this Section 1.1 shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with the Company's prior financial statements, subject to the absence of footnotes and normal year-end audit adjustments, none of which individually or in the aggregate shall be material. For the avoidance of doubt, the quarterly financial statements described in this Section 1.1 are intended to supplement, and shall not replace or reduce the frequency or scope of, the monthly financial statements required to be delivered under the IRA.
1.2 Quarterly KPI Dashboard. Concurrently with the delivery of each set of quarterly financial statements pursuant to Section 1.1, the Company shall deliver to the Investor a quarterly key performance indicator ("KPI") dashboard containing, at a minimum, the following operational and financial metrics as of or for the applicable fiscal quarter, as the context requires:
(a) Annual Recurring Revenue (ARR). The Company's Annual Recurring Revenue as of the last day of the applicable fiscal quarter, calculated on a basis consistent with the Company's customary methodology and presented in a manner that enables quarter-over-quarter and year-over-year comparison;
(b) Net Revenue Retention Rate and Gross Revenue Churn Rate. The Company's net revenue retention rate (inclusive of expansion, contraction, and churn) and gross revenue churn rate for the applicable fiscal quarter, each calculated on a trailing twelve-month basis or such other basis as is customary for the Company's reporting;
(c) Customer Count. The total number of active subscription customers as of the last day of the applicable fiscal quarter, together with a breakdown showing (i) the number of new customers added during the quarter and (ii) the number of customers lost (churned) during the quarter;
(d) Average Contract Value (ACV). The average contract value of the Company's active subscription customers as of the last day of the applicable fiscal quarter;
(e) Monthly Burn Rate and Cash Runway. The Company's average monthly net cash burn rate for the applicable fiscal quarter and the Company's estimated cash runway (expressed in months), calculated based on the Company's current cash and cash equivalents balance and the applicable average monthly net cash burn rate;
(f) Headcount by Department. The Company's total headcount as of the last day of the applicable fiscal quarter, broken down by functional department, including engineering, sales and marketing, general and administrative, and executive;
(g) Pipeline and Bookings Summary. A summary of the Company's sales pipeline and bookings for the applicable fiscal quarter, including total bookings (new and renewal), qualified pipeline, and such other pipeline metrics as the Company customarily tracks and reports internally to its Board of Directors.
The Company and the Investor acknowledge that the specific KPI metrics described above may be adjusted from time to time by mutual written agreement of the Parties to reflect changes in the Company's business model, industry practices, or the key metrics tracked by the Company's Board of Directors, provided that any such adjustment shall not result in a material reduction in the scope or quality of the information delivered to the Investor.
1.3 Format and Certification. The quarterly financial statements and KPI dashboard delivered pursuant to Sections 1.1 and 1.2 shall be certified by the Company's Chief Executive Officer or Chief Financial Officer (or, if no Chief Financial Officer has been appointed at the time of delivery, by the Company's Chief Executive Officer) as presenting fairly, in all material respects, the financial condition and results of operations of the Company for the periods covered thereby (subject, in the case of unaudited quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments). Such certification may be delivered in the form of a cover letter or email confirmation accompanying the relevant materials. The Company may deliver such materials to the Investor via electronic mail to the Investor's designee(s) at such email addresses as the Investor may specify in writing from time to time, or through a secure virtual data room or investor portal maintained by the Company, provided that the Company shall notify the Investor when such materials have been posted to any such data room or portal.
SECTION 2 — ENHANCED ANNUAL FINANCIAL REPORTING
2.1 Annual Audited Financial Statements. Consistent with and in furtherance of the Company's obligations under the IRA, the Company shall deliver to the Investor annual audited financial statements of the Company within one hundred twenty (120) days following the end of each fiscal year of the Company. Such annual audited financial statements shall include a balance sheet, income statement, statement of cash flows, statement of stockholders' equity, and the notes thereto, and shall be audited by an independent registered public accounting firm approved by the Company's Board of Directors. As of the date hereof, the Company's independent auditors are Pemberton & Associates CPAs LLP (engagement partner: Diane Stratton, CPA). The Company shall promptly notify the Investor in writing of any change in its independent auditors, including the identity of any successor firm.
2.2 Annual Budget and Operating Plan. Consistent with and in furtherance of the Company's obligations under the IRA, the Company shall deliver to the Investor an annual budget and operating plan for the following fiscal year by December 15 of each year. Such annual budget and operating plan shall include, at a minimum, (a) revenue projections (broken down by product line and customer segment, to the extent reasonably practicable), (b) expense budgets by functional department (including engineering, sales and marketing, general and administrative, and executive), (c) capital expenditure plans, (d) hiring plans (specifying projected headcount additions by department and anticipated timing), and (e) such other information as the Company's Board of Directors customarily reviews in connection with its approval of the annual budget. The annual budget and operating plan shall be prepared in good faith by the Company's management and shall be consistent with the budget as approved by the Company's Board of Directors.
2.3 Variance Reporting. Concurrently with the delivery of each set of quarterly financial statements pursuant to Section 1.1, the Company shall provide to the Investor a written narrative report (the "Variance Report") comparing actual results for the applicable fiscal quarter and for the year-to-date period then ended against the corresponding periods in the annual budget approved by the Company's Board of Directors. The Variance Report shall identify and provide explanations for all material variances, which for purposes of this Section 2.3 shall mean any deviation of ten percent (10%) or more from the budgeted amount in any individual line item of the annual budget (whether revenue, expense, capital expenditure, or headcount). The Variance Report shall be prepared in good faith by the Company's management and shall include a discussion of the key drivers of any material variances, any corrective actions being taken or planned by management, and any expected impact on the Company's full-year financial outlook.
SECTION 3 — ENHANCED INSPECTION RIGHTS
3.1 On-Site Inspection. In addition to any inspection rights provided to the Investor under the IRA or any other agreement between the Parties, the Investor (and its authorized representatives, including the Investor's auditors, legal counsel, and financial and operational advisors) shall have the right, upon reasonable prior written notice to the Company of not less than five (5) business days, to visit and inspect the Company's offices, properties, and facilities located at 88 Garrison Street, Floor 4, Boston, MA 02116, or at such other locations as the Company may maintain from time to time, during normal business hours (generally 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding federal holidays), up to two (2) times per calendar year. The Company acknowledges that additional inspections beyond the two (2) annual inspections described above may be reasonably required in connection with a bona fide business concern (including, without limitation, material adverse changes in the Company's financial condition, threatened or pending litigation or regulatory proceedings, or concerns regarding compliance with applicable law), and the Company shall not unreasonably withhold its consent to such additional inspections. All inspections shall be conducted in a manner that does not unreasonably interfere with the Company's normal business operations.
3.2 Access to Records. During any inspection conducted pursuant to Section 3.1, the Investor and its authorized representatives shall have the right to examine and make copies of the Company's books of account, financial records, customer contracts (subject to redaction of customer-identifying information to the extent required by applicable privacy laws or contractual obligations), vendor agreements, employment agreements, intellectual property records, corporate governance documents, minute books, and other corporate records as the Investor may reasonably request, in each case subject to the confidentiality obligations set forth in Section 4 of this Side Letter and any additional reasonable confidentiality protections that the Company may require. The Company shall make its officers and members of senior management, including Dr. Amara Osei (Chief Executive Officer) and Julian Voss (Chief Technology Officer), as well as such other officers or employees as may be reasonably requested by the Investor, reasonably available for discussions with the Investor's representatives during any such inspection. The Company shall provide the Investor and its representatives with reasonable working space at the Company's offices during any inspection.
3.3 Management Meetings. In addition to the on-site inspection rights described in Sections 3.1 and 3.2, the Investor shall have the right to schedule quarterly calls or meetings (which may be conducted in person at the Company's offices or via video conference, at the mutual election of the Parties) with the Company's Chief Executive Officer and/or Chief Financial Officer (or, if no Chief Financial Officer has been appointed at the time of any such meeting, with the Chief Executive Officer and such other officer of the Company as the Company may designate in its reasonable discretion) to discuss the Company's financial condition, business operations, strategic plans, competitive landscape, and such other matters as the Investor may reasonably request. Such quarterly meetings shall be scheduled at mutually convenient times, and the Company shall use commercially reasonable efforts to accommodate the Investor's scheduling preferences. The Investor shall provide the Company with reasonable advance notice (not less than ten (10) business days) of any requested meeting, together with a proposed agenda, to facilitate the Company's preparation therefor. Nothing in this Section 3.3 shall limit the Investor's right to communicate informally with the Company's management in the ordinary course of the parties' business relationship.
SECTION 4 — CONFIDENTIALITY
4.1 Confidential Information. All information delivered to the Investor pursuant to this Side Letter, including, without limitation, the quarterly financial statements, KPI dashboards, Variance Reports, annual budgets and operating plans, and any information obtained by the Investor or its representatives through inspections or management meetings conducted pursuant to Section 3 hereof (collectively, "Side Letter Confidential Information"), shall constitute "Confidential Information" as defined in, and shall be subject to the confidentiality provisions set forth in, the IRA. The Investor acknowledges that the Side Letter Confidential Information may include material non-public information regarding the Company and its business, and the Investor agrees to treat all such information with at least the same degree of care that the Investor uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
4.2 Permitted Disclosures. Notwithstanding Section 4.1, the Investor may disclose Side Letter Confidential Information:
(a) to its general partner, Pinnacle Capital Management LLC, and to its limited partners, officers, directors, employees, advisors, accountants, and legal counsel (including Calderwood & Harkness LLP), in each case on a need-to-know basis and solely in connection with the Investor's management of its investment in the Company, provided that each such recipient is bound by confidentiality obligations no less restrictive than those set forth in this Section 4 or in the IRA (and the Investor shall be responsible for any breach of such obligations by any such recipient);
(b) as required by applicable law, regulation, subpoena, civil investigative demand, or other legal process, provided that the Investor shall, to the extent legally permitted, provide the Company with prompt written notice of any such requirement prior to disclosure so as to afford the Company a reasonable opportunity to seek a protective order or other appropriate remedy; and
(c) with the prior written consent of the Company, which consent may be granted, withheld, conditioned, or delayed in the Company's sole discretion.
For the avoidance of doubt, nothing in this Section 4 shall limit, restrict, or supersede the Investor's confidentiality obligations under the IRA, which obligations shall remain in full force and effect. In the event of any conflict between the confidentiality provisions of this Side Letter and those of the IRA, the more restrictive provision shall control.
SECTION 5 — RELATIONSHIP TO IRA AND OTHER TRANSACTION DOCUMENTS
5.1 Supplementary Nature. The rights granted to the Investor under this Side Letter are in addition to, and shall not limit, restrict, or supersede, the information rights, inspection rights, and other rights granted to the Investor under the IRA, the Purchase Agreement, the Voting Agreement dated as of the date hereof, the Right of First Refusal and Co-Sale Agreement dated as of the date hereof, any management rights letter executed by the Company in favor of the Investor in connection with the Series A financing, or any other agreement or instrument executed in connection with the Series A financing (collectively, the "Transaction Documents"). The Company's obligations under this Side Letter are cumulative and shall be in addition to all obligations of the Company under the Transaction Documents.
5.2 Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Side Letter and the terms and provisions of the IRA with respect to the subject matter hereof (including, without limitation, the scope, timing, frequency, or content of information to be delivered to the Investor, or the scope and frequency of inspection rights), the terms and provisions more favorable to the Investor shall control and govern.
5.3 Duration. The obligations of the Company under this Side Letter shall continue in full force and effect for so long as the Investor (together with its affiliates, including, for the avoidance of doubt, Pinnacle Capital Management LLC and any successor funds managed by Pinnacle Capital Management LLC or its affiliates) holds at least 500,000 shares of Series A Preferred Stock (as adjusted for any stock splits, reverse stock splits, stock combinations, stock dividends, recapitalizations, reorganizations, or similar transactions), and shall terminate automatically upon the earliest to occur of:
(a) the closing of a firm-commitment underwritten initial public offering of the Company's common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an "IPO");
(b) a Deemed Liquidation Event (as such term is defined in the Company's Amended and Restated Certificate of Incorporation, as in effect from time to time); or
(c) the date on which the Investor (together with its affiliates) ceases to hold at least 500,000 shares of Series A Preferred Stock (as adjusted for stock splits, reverse stock splits, stock combinations, stock dividends, recapitalizations, reorganizations, or similar transactions).
For the avoidance of doubt, the termination of this Side Letter shall not relieve either Party of any obligation accrued prior to the effective date of such termination, and the confidentiality obligations set forth in Section 4 shall survive any termination of this Side Letter in accordance with the survival provisions of the IRA.
SECTION 6 — NOTICES
6.1 Notices to the Company. All notices, requests, consents, demands, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in the IRA. Notices to the Company shall be addressed as follows:
Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, MA 02116
Attention: Dr. Amara Osei, Chief Executive Officer
Email: a.osei@quillentech.com
with a copy (which shall not constitute notice) to:
Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, MA 02116
Attention: Gregory Navarro
Email: gnavarro@inlawlaw.com
6.2 Notices to the Investor. Notices to the Investor shall be addressed as follows:
Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, CA 94115
Attention: Christine Aldridge, Partner
Email: caldridge@pinnaclevc.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105
Attention: Rachel Bernstein
Email: rbernstein@calderwoodharkness.com
Either Party may change its notice address by providing written notice of such change to the other Party in accordance with this Section 6.
SECTION 7 — GENERAL PROVISIONS
7.1 Governing Law. This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
7.2 Amendment and Waiver. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Company and the Investor. No waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
7.3 Entire Agreement. This Side Letter, together with the IRA, the Purchase Agreement, and the other Transaction Documents executed in connection with the Series A financing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to the subject matter hereof.
7.4 Assignment. The Investor may assign its rights under this Side Letter to any transferee that acquires at least 500,000 shares of Series A Preferred Stock (as adjusted for stock splits, reverse stock splits, stock combinations, stock dividends, recapitalizations, reorganizations, or similar transactions) from the Investor in a transfer permitted under the Transaction Documents, subject to such transferee's prior written agreement to be bound by the confidentiality obligations and other terms and conditions of this Side Letter. Except as expressly permitted by the foregoing sentence, neither Party may assign or transfer this Side Letter or any rights or obligations hereunder without the prior written consent of the other Party. Any purported assignment in violation of this Section 7.4 shall be null and void and of no force or effect.
7.5 Severability. If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter or any other jurisdiction, and this Side Letter shall be reformed, construed, and enforced in such jurisdiction 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 original intent and economic effect of the invalid, illegal, or unenforceable provision.
7.6 Counterparts. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
7.7 Expenses. The Company shall reimburse the Investor for the Investor's reasonable and documented out-of-pocket legal fees and expenses incurred in connection with the negotiation, preparation, and execution of this Side Letter, such reimbursement to be made as part of, and subject to the terms and conditions of, the legal fee reimbursement provided for under the Purchase Agreement (including, without limitation, the $75,000 aggregate cap on reimbursable legal fees and expenses set forth therein). The Investor shall provide the Company with reasonably detailed invoices or statements of such fees and expenses promptly following the execution of this Side Letter.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO SIDE LETTER AGREEMENT Enhanced Information and Inspection Rights
IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: Dr. Amara Osei
Title: Chief Executive Officer
Date: ________
PINNACLE VENTURE FUND II LP
By: Pinnacle Capital Management LLC, its General Partner
By: ________
Name: Sandeep Rajan
Title: Managing Partner & GP Principal
Date: ________

SIDE LETTER AGREEMENT

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QUILLEN TECHNOLOGIES, INC.

PINNACLE VENTURE FUND II LP

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