CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY Prepared by Calderwood & Harkness LLP For circulation to Fenwick, Torres & Keane LLP
VOTING AGREEMENT
QUILLEN TECHNOLOGIES, INC. a Delaware Corporation
Dated as of May 16, 2026
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is entered into as of May 16, 2026, by and among:
(i) Quillen Technologies, Inc., a Delaware corporation (the "Company");
(ii) the investors listed on Exhibit A attached hereto (the "Investors"); and
(iii) the key holders listed on Exhibit B attached hereto (the "Key Holders").
The Investors and Key Holders are each referred to herein individually as a "Stockholder" and collectively as the "Stockholders." The Company, the Investors, and the Key Holders are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a Delaware C-corporation, incorporated on July 12, 2023, under the laws of the State of Delaware, Delaware Secretary of State File Number 7384219, with its principal executive offices located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116 (the "Principal Office");
WHEREAS, the Company is issuing shares of its Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of May 16, 2026 (the "Purchase Agreement"), by and among the Company and the Investors named therein;
WHEREAS, the Purchase Agreement provides for the issuance of four million five hundred thousand (4,500,000) shares of Series A Preferred Stock at a price of Five Dollars ($5.00) per share, for aggregate cash consideration of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), plus the conversion of One Million Seven Hundred Two Thousand Five Hundred Dollars ($1,702,500) in outstanding convertible promissory notes (including accrued interest thereon) into eight hundred fifty-one thousand two hundred fifty (851,250) shares of Series A Preferred Stock at a conversion price of Two Dollars ($2.00) per share;
WHEREAS, the Company previously issued two million five hundred thousand (2,500,000) shares of its Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), in October 2023 to Harborview Angel Syndicate LLC, a Massachusetts limited liability company ("Harborview"), and Ridgepoint Seed Partners LP, a Delaware limited partnership ("Ridgepoint");
WHEREAS, as a condition precedent to the closing of the transactions contemplated by the Purchase Agreement, the Parties desire to enter into this Voting Agreement in order to provide for the voting of shares of capital stock of the Company with respect to the election of the Board of Directors of the Company and certain other matters set forth herein; and
WHEREAS, this Agreement amends and restates in its entirety any and all prior voting agreements, arrangements, or understandings among the Company and any of the Parties hereto relating to the subject matter hereof, including, without limitation, that certain Voting Agreement, dated as of October 2023, by and among the Company, Harborview, Ridgepoint, and the Key Holders (the "Prior Voting Agreement").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
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ARTICLE 1 — DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, with respect to any Investor that is a limited partnership, the term "Affiliate" shall include such Investor's general partner and any fund or entity managed by or under common management with such general partner.
"Amended and Restated Certificate of Incorporation" or "Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company, as filed (or to be filed) with the Secretary of State of the State of Delaware in connection with the closing of the transactions contemplated by the Purchase Agreement, as such Amended and Restated Certificate of Incorporation may be further amended, restated, supplemented, or otherwise modified from time to time.
"Blackthorn" means Blackthorn Growth Fund III LP, a Delaware limited partnership.
"Blackthorn Director" has the meaning set forth in Section 2.1(d).
"Board of Directors" or "Board" means the board of directors of the Company.
"Common Director" has the meaning set forth in Sections 2.1(a) and 2.1(b).
"Common Stock" means the common stock, par value $0.0001 per share, of the Company.
"Company" means Quillen Technologies, Inc., a Delaware corporation (Employer Identification Number: 93-4817265).
"DGCL" means the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended from time to time.
"Drag-Along Sale" has the meaning set forth in Section 5.1.
"Founder Key Holders" means Dr. Amara Osei and Julian Voss.
"Harborview" means Harborview Angel Syndicate LLC, a Massachusetts limited liability company.
"Independent Director" has the meaning set forth in Section 2.1(e).
"Investors" means the Persons listed on Exhibit A hereto, including: (i) Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle"); (ii) Blackthorn Growth Fund III LP, a Delaware limited partnership ("Blackthorn"); (iii) Stonebridge Ventures LLC, a New York limited liability company ("Stonebridge"); (iv) Harborview Angel Syndicate LLC, a Massachusetts limited liability company ("Harborview"); and (v) Ridgepoint Seed Partners LP, a Delaware limited partnership ("Ridgepoint"), together with any other holders of Preferred Stock who become parties to this Agreement pursuant to a joinder executed in accordance with Section 4.1 and the additional investors set forth on Exhibit A, and their respective successors and permitted assigns.
"Key Holders" means the persons listed on Exhibit B hereto, initially consisting of Dr. Amara Osei (Co-Founder & Chief Executive Officer), Julian Voss (Co-Founder & Chief Technology Officer), and Priya Chandrasekar (Vice President of Product), together with any other persons who become Key Holders pursuant to a joinder executed in accordance with Section 4.1.
"Person" means any individual, corporation, partnership, limited liability company, trust, association, joint venture, governmental authority, or other entity or organization.
"Pinnacle" means Pinnacle Venture Fund II LP, a Delaware limited partnership.
"Pinnacle Director" has the meaning set forth in Section 2.1(c).
"Preferred Stock" means, collectively, the Series Seed Preferred Stock and the Series A Preferred Stock.
"Purchase Agreement" means the Series A Preferred Stock Purchase Agreement, dated as of May 16, 2026, by and among the Company and the Investors named therein, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Qualified IPO" means a firm-commitment underwritten initial public offering of shares of Common Stock of the Company pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, resulting in aggregate gross proceeds to the Company (before underwriting discounts and commissions) of at least Fifty Million Dollars ($50,000,000).
"Requisite Holders" has the meaning set forth in Section 5.1.
"Ridgepoint" means Ridgepoint Seed Partners LP, a Delaware limited partnership.
"Series A Preferred Stock" means the Series A Preferred Stock, par value $0.0001 per share, of the Company, as designated in the Restated Certificate.
"Series Seed Preferred Stock" means the Series Seed Preferred Stock, par value $0.0001 per share, of the Company, as designated in the Restated Certificate.
"Shares" means, with respect to any Stockholder, all shares of capital stock of the Company (including Common Stock and Preferred Stock) now owned or hereafter acquired by such Stockholder, whether by purchase, exercise of options or warrants, conversion, dividend, distribution, or otherwise, including any shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock.
"Stonebridge" means Stonebridge Ventures LLC, a New York limited liability company.
"Stockholders" means the Investors and the Key Holders, collectively, and "Stockholder" means any one of them.
"Transaction Documents" means, collectively, this Agreement, the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Restated Certificate, the form of Indemnification Agreement, and each of the other agreements, instruments, and documents contemplated by the Purchase Agreement.
"Transfer" means any sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance, gift, disposition, or other direct or indirect transfer (whether with or without consideration, whether voluntarily or involuntarily, or by operation of law), including any transfer by way of merger, consolidation, or dissolution, or any transfer to a receiver, trustee, or other similar fiduciary in any insolvency, bankruptcy, receivership, or similar proceeding; provided, however, that the term "Transfer" shall not include any conversion of Preferred Stock into Common Stock pursuant to the terms of the Restated Certificate.
1.2 Construction. Unless the context otherwise requires: (a) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words 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," and "Exhibits" are to sections, articles, and exhibits of and to this Agreement; (d) the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding or succeeding such word; and (e) references to any statute or regulation shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation.
ARTICLE 2 — BOARD COMPOSITION; VOTING PROVISIONS
2.1 Board Size and Composition. The Board of Directors shall consist of five (5) members. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), so that the composition of the Board of Directors shall be as follows:
(a) Common Director Seat 1. One (1) director shall be designated by the holders of a majority of the shares of Common Stock then held by the Key Holders, voting as a separate class (the "Common Director Seat 1"). The initial director occupying Common Director Seat 1 shall be Dr. Amara Osei.
(b) Common Director Seat 2. One (1) director shall be designated by the holders of a majority of the shares of Common Stock then held by the Key Holders, voting as a separate class (the "Common Director Seat 2," and together with Common Director Seat 1, the "Common Directors"). The initial director occupying Common Director Seat 2 shall be Julian Voss.
(c) Pinnacle Director. One (1) director shall be designated by Pinnacle Venture Fund II LP (the "Pinnacle Director"), for so long as Pinnacle, together with its Affiliates, continues to hold at least one million (1,000,000) shares of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date hereof). The initial Pinnacle Director shall be Christine Aldridge, Partner, Pinnacle Venture Capital. In the event that Pinnacle, together with its Affiliates, ceases to hold the requisite number of shares of Series A Preferred Stock described in this Section 2.1(c), the Pinnacle Director seat shall thereupon become a vacant seat to be filled by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class.
(d) Blackthorn Director. One (1) director shall be designated by Blackthorn Growth Fund III LP (the "Blackthorn Director"), for so long as Blackthorn, together with its Affiliates, continues to hold at least five hundred thousand (500,000) shares of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date hereof). The initial Blackthorn Director shall be Diana Hershfield, Partner, Blackthorn Growth Fund III LP. In the event that Blackthorn, together with its Affiliates, ceases to hold the requisite number of shares of Series A Preferred Stock described in this Section 2.1(d), the Blackthorn Director seat shall thereupon become a vacant seat to be filled by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class.
(e) Independent Director. One (1) director who (I) is not an employee, officer, consultant, or Affiliate of the Company, (II) is not an employee, officer, member, partner, or Affiliate of any Investor, and (III) qualifies as an "independent" director within the meaning of the applicable listing standards of the Nasdaq Stock Market (or, if the Company's securities are not then listed, would so qualify if the Company were then subject to such listing standards) (the "Independent Director"). The Independent Director shall be designated by the mutual written agreement of (x) the holders of a majority of the shares of Common Stock then held by the Key Holders and (y) the holders of a majority of the then-outstanding shares of Series A Preferred Stock. The initial Independent Director shall be designated within ninety (90) days following the closing of the transactions contemplated by the Purchase Agreement. Until such time as the Independent Director is designated, the Independent Director seat shall remain vacant, and the Board shall consist of four (4) members.
2.2 Voting Obligation. Each Stockholder agrees to vote all Shares held by such Stockholder (or over which such Stockholder has voting control), and to take all other necessary or desirable actions within such Stockholder's control (including attending meetings in person or by proxy for purposes of obtaining a quorum and executing written consents in lieu of meetings), so as to ensure that:
(a) the Board of Directors is at all times composed in the manner set forth in Section 2.1;
(b) no director designated pursuant to Section 2.1 may be removed from the Board of Directors without the prior written consent of the Party or group of Parties entitled to designate such director pursuant to Section 2.1, except that any director may be removed for Cause (as defined below) by the affirmative vote of a majority of the remaining members of the Board of Directors then in office. For purposes of this Section 2.2(b), "Cause" means (i) a felony conviction or plea of nolo contendere to a felony charge, (ii) acts of fraud, dishonesty, or moral turpitude materially injurious to the Company, or (iii) a material breach of the director's fiduciary duties to the Company;
(c) any vacancy on the Board of Directors created by the removal, resignation, death, or incapacity of a director shall be filled only by the Party or group of Parties entitled to designate such director seat pursuant to Section 2.1, and no other Party or Stockholder shall have the right to fill such vacancy; and
(d) to the extent reasonably possible, each Stockholder shall not take any action that would frustrate or circumvent the provisions of this Article 2.
2.3 Board Size Changes. The authorized number of directors constituting the Board of Directors shall not be increased or decreased from five (5) without the prior written consent of each of the following:
(a) the holders of a majority of the then-outstanding shares of Series A Preferred Stock; and
(b) the holders of a majority of the shares of Common Stock then held by the Key Holders.
Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to effectuate the foregoing.
2.4 Failure to Designate. In the event that any Party or group of Parties entitled to designate a director pursuant to Section 2.1 fails to designate such director within thirty (30) days after a vacancy occurs (by reason of removal, resignation, death, incapacity, or otherwise), such director seat shall remain vacant until such time as such designating Party or group of Parties provides written notice to the Company of its or their designation. No other Party or group of Parties shall have the right to fill such vacant seat during such period. The existence of a vacancy on the Board of Directors shall not affect the ability of the remaining directors to act, provided a quorum is present.
2.5 Board Committees. The Board of Directors may, from time to time, establish one or more committees of the Board in accordance with the bylaws of the Company and the DGCL, and may delegate to any such committee any power or authority of the Board as may be permitted by applicable law. The composition of any compensation committee of the Board shall include at least one (1) director who is a Series A Preferred Stock designee (i.e., the Pinnacle Director or the Blackthorn Director). Nothing in this Section 2.5 shall be deemed to limit the ability of the Board of Directors to establish or modify the composition of any other committee.
2.6 Board Observer Rights. For so long as Stonebridge Ventures LLC, together with its Affiliates, holds at least two hundred fifty thousand (250,000) shares of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date hereof), Stonebridge shall have the right to appoint one (1) non-voting observer (the "Board Observer") to attend all meetings of the Board of Directors (including meetings of any committee thereof unless otherwise determined by the Board). The initial Board Observer shall be Kevin Ashby, Managing Director of Stonebridge Ventures LLC. The Board Observer shall be entitled to receive all notices of meetings, agendas, and materials provided to the directors at the same time and in the same manner as they are provided to the directors; provided, however, that the Company may exclude the Board Observer from access to any material or attendance at any portion of a meeting if the Board of Directors determines in good faith that such exclusion is reasonably necessary to:
(a) preserve the attorney-client privilege between the Company and its legal counsel;
(b) address a matter in which Stonebridge or any of its Affiliates has an actual or potential conflict of interest with the Company; or
(c) comply with fiduciary duties or applicable law.
The Board Observer shall execute and deliver to the Company a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to the Company prior to attending any Board meeting or receiving any Board materials.
2.7 Meetings; Expenses. The Board of Directors shall hold meetings no less frequently than once per calendar quarter (and in any event no fewer than four (4) meetings per twelve (12)-month period), either in person or by telephonic or video conference, at such times and places as may be determined by the Board. The Company shall provide each director and the Board Observer with at least ten (10) business days' prior written notice of each regularly scheduled Board meeting and at least three (3) business days' prior written notice of any special meeting of the Board, unless a shorter notice period is agreed to by all directors. The Company shall reimburse each non-employee director for all reasonable, documented, out-of-pocket expenses incurred by such director in connection with attending meetings of the Board or any committee thereof, including travel, lodging, and meal expenses, upon submission of appropriate documentation in accordance with the Company's expense reimbursement policies.
ARTICLE 3 — VOTING ON OTHER MATTERS
3.1 Protective Provisions. In addition to the voting obligations set forth in Article 2 and Article 5, each Stockholder acknowledges and agrees that the Restated Certificate contains certain protective provisions that require the consent of specified classes or series of capital stock of the Company prior to the Company taking certain actions. Without limiting the generality of the foregoing, the Parties acknowledge that the Restated Certificate requires the prior written consent, or the affirmative vote at a meeting duly called for such purpose, of the holders of a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class, on an as-converted basis), for the Company to take any of the following actions (whether directly or through any subsidiary, and whether by merger, consolidation, recapitalization, amendment, or otherwise):
(a) incur, guarantee, or otherwise become liable for any indebtedness in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate (other than trade payables and equipment financing incurred in the ordinary course of business), which consent right shall be exercised solely by Pinnacle for so long as Pinnacle is entitled to designate the Pinnacle Director pursuant to Section 2.1(c);
(b) effect any acquisition, merger, consolidation, or other business combination involving the Company or any subsidiary of the Company;
(c) effect any liquidation, dissolution, or winding up of the Company, or any transaction or series of related transactions deemed to be a Deemed Liquidation Event (as defined in the Restated Certificate);
(d) amend, alter, or repeal any provision of the Restated Certificate or the bylaws of the Company in a manner that adversely affects the rights, preferences, or privileges of the Series A Preferred Stock (or any series of Preferred Stock) in any material respect;
(e) create, authorize, or issue any new class or series of capital stock (or any securities convertible into or exercisable for any class or series of capital stock) having rights, preferences, or privileges senior to or on parity with the Series A Preferred Stock with respect to dividends, liquidation, redemption, voting, or anti-dilution protections;
(f) increase or decrease the authorized number of directors constituting the Board of Directors;
(g) declare or pay any dividend or make any distribution on any shares of capital stock of the Company (other than dividends on the Series A Preferred Stock as set forth in the Restated Certificate);
(h) redeem, repurchase, or otherwise acquire any shares of capital stock of the Company or any subsidiary (other than repurchases of shares from employees, officers, directors, consultants, or other persons performing services for the Company pursuant to equity incentive agreements approved by the Board of Directors at the original issuance price upon termination of services);
(i) enter into, amend, or modify any transaction or arrangement with any related party (as defined in Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended), unless such transaction or arrangement has been approved by a majority of the disinterested members of the Board of Directors; or
(j) take any other action that requires the consent of the holders of the Series A Preferred Stock under the terms of the Restated Certificate.
Each Stockholder agrees to vote all of such Stockholder's Shares and to take all other actions necessary or desirable within such Stockholder's control to give full effect to the protective provisions set forth in the Restated Certificate. Notwithstanding the foregoing, this Section 3.1 is intended to summarize, and not to modify, limit, or expand, the protective provisions set forth in the Restated Certificate, and in the event of any conflict between this Section 3.1 and the Restated Certificate, the Restated Certificate shall control.
3.2 General Voting. Except as specifically provided in this Agreement and in the Restated Certificate, each Party shall be free to vote such Party's Shares in accordance with such Party's own judgment on all matters presented to the stockholders of the Company for their vote, consent, or approval. Nothing in this Agreement shall be construed as creating a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any rules or regulations promulgated thereunder.
ARTICLE 4 — TRANSFER RESTRICTIONS ON VOTING OBLIGATIONS
4.1 Binding on Transferees. No Stockholder shall Transfer any of such Stockholder's Shares to any Person unless and until such transferee has executed and delivered to the Company a joinder to this Agreement, substantially in the form attached hereto as Exhibit C (a "Joinder Agreement"), agreeing to be bound by all of the terms and obligations of this Agreement applicable to the transferring Stockholder (including, without limitation, the voting obligations set forth in Article 2 and the drag-along obligations set forth in Article 5). Upon the execution and delivery of such Joinder Agreement, the transferee shall be deemed to be a "Stockholder" for all purposes of this Agreement (and, as applicable, shall be treated as an "Investor" or a "Key Holder" to the same extent as the transferring Stockholder). Any Transfer or purported Transfer of Shares in violation of this Section 4.1 shall be null and void and of no force or effect, and the Company shall not be required to recognize any such Transfer on its books and records or give effect to any such Transfer for any purpose.
4.2 Prohibited Transfers. No Key Holder shall Transfer any of such Key Holder's Shares to any Person who does not execute a Joinder Agreement in accordance with Section 4.1, unless such Transfer is made in compliance with the terms and conditions of that certain Right of First Refusal and Co-Sale Agreement, dated as of May 16, 2026, by and among the Company, the Investors, and the Key Holders (the "ROFR/Co-Sale Agreement"), and the transferee executes a Joinder Agreement substantially in the form of Exhibit C hereto. For the avoidance of doubt, any Transfer by a Key Holder that is exempt from the right of first refusal and co-sale provisions of the ROFR/Co-Sale Agreement shall nonetheless require the execution of a Joinder Agreement by the transferee as a condition to the effectiveness of such Transfer, unless such Transfer is to a Permitted Transferee (as defined in the ROFR/Co-Sale Agreement) who simultaneously executes a Joinder Agreement.
4.3 Involuntary Transfers. In the event of any involuntary Transfer of Shares by operation of law (including by reason of divorce, death, bankruptcy, or court order), the transferee shall be bound by all obligations of this Agreement as if such transferee were the transferring Stockholder, and the Company and the other Stockholders shall have the right to require such transferee to execute a Joinder Agreement as a condition to recognizing such transferee as a stockholder of record on the Company's books.
ARTICLE 5 — DRAG-ALONG
5.1 Drag-Along Obligation. In the event that (a) the holders of a majority of the then-outstanding shares of Common Stock (voting together as a single class) and (b) the holders of a majority of the then-outstanding shares of Preferred Stock (Series Seed Preferred Stock and Series A Preferred Stock, voting together as a single class on an as-converted-to-Common-Stock basis) (collectively, the "Requisite Holders") approve a Drag-Along Sale (as defined below), then each Stockholder hereby agrees that such Stockholder shall:
(i) vote all Shares then held by such Stockholder (or over which such Stockholder has voting control), whether at a meeting of stockholders or by written consent in lieu thereof, in favor of and to approve such Drag-Along Sale, and in favor of any actions necessary or desirable to consummate such Drag-Along Sale, including without limitation any amendment to the Restated Certificate, any merger agreement, plan of merger, plan of share exchange, or asset purchase agreement, and any related agreements and instruments;
(ii) refrain from exercising, and hereby irrevocably waive, any dissenters' rights, appraisal rights, or similar rights under the DGCL or any other applicable law with respect to such Drag-Along Sale, to the maximum extent permitted by applicable law;
(iii) execute and deliver all agreements, instruments, certificates, and documents reasonably required to effectuate such Drag-Along Sale, including any purchase agreement, merger agreement, escrow agreement, letter of transmittal, stockholder consent, and any other document reasonably requested by the acquirer in connection therewith;
(iv) take all other actions reasonably necessary or desirable to consummate the Drag-Along Sale, including cooperating with the acquirer's reasonable requests for information, due diligence access, and closing deliverables; and
(v) not deposit, and shall cause to be withdrawn from, any depository or voting trust, any certificate or certificates representing any Shares owned by such Stockholder, unless the voting trust or depository provides that the Shares so deposited will be voted in accordance with the terms of this Section 5.1.
For purposes of this Agreement, a "Drag-Along Sale" means a bona fide, arm's-length transaction, or a series of related transactions, with an unaffiliated third party or parties involving: (A) a merger, consolidation, or other business combination of the Company with or into another entity, in which the stockholders of the Company immediately prior to such transaction hold, in the aggregate, less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following the consummation of such transaction; (B) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (and its subsidiaries, taken as a whole) in a single transaction or a series of related transactions; or (C) a sale, transfer, or other disposition of shares of capital stock of the Company representing more than fifty percent (50%) of the outstanding voting power of the Company, in a single transaction or a series of related transactions.
5.2 Conditions to Drag-Along. The obligations of each Stockholder under Section 5.1 shall be subject to the satisfaction of the following conditions:
(a) Equal Treatment. Each Stockholder shall receive the same form and per-share amount of consideration in the Drag-Along Sale as all other holders of the same class and series of capital stock of the Company, subject to the liquidation preferences, conversion rights, and other rights set forth in the Restated Certificate. For the avoidance of doubt, the Series A Preferred Stock shall be entitled to its one-times (1x) non-participating liquidation preference as set forth in the Restated Certificate (i.e., each share of Series A Preferred Stock shall be entitled to receive, prior to any distribution to the holders of Common Stock, an amount equal to the original issue price of such share, plus any declared but unpaid dividends thereon, before any proceeds are distributed to the holders of Common Stock and Series Seed Preferred Stock, in each case as more fully set forth in the Restated Certificate).
(b) Representations and Warranties. Any representations and warranties to be made by a Stockholder in connection with a Drag-Along Sale shall be limited to representations and warranties concerning (i) such Stockholder's ownership of and title to such Stockholder's Shares, free and clear of all liens, claims, and encumbrances (other than those created by this Agreement or the other Transaction Documents), (ii) such Stockholder's authority to enter into and perform the agreements relating to such Drag-Along Sale, and (iii) the enforceability of such agreements against such Stockholder. No Stockholder shall be required to make any representations or warranties regarding the Company, its business, assets, liabilities, financial condition, or prospects, or regarding any other Stockholder or any other Person.
(c) Non-Competition and Non-Solicitation. Any non-competition, non-solicitation, or similar restrictive covenant obligations imposed upon Stockholders in connection with a Drag-Along Sale shall be limited to those agreed to by the Founder Key Holders, and no Stockholder shall be required to agree to non-competition or non-solicitation covenants more restrictive than those imposed upon the Founder Key Holders.
(d) Escrow, Holdback, and Indemnification. Any escrow, holdback, earn-out, purchase price adjustment, or indemnification obligations in connection with a Drag-Along Sale shall be shared among all Stockholders on a pro rata basis, based on the aggregate proceeds received (or receivable) by each Stockholder in such Drag-Along Sale. No Stockholder shall be required to bear a disproportionate share of any such obligations. The aggregate liability of each Stockholder for indemnification obligations shall not exceed the aggregate proceeds actually received by such Stockholder in connection with such Drag-Along Sale (net of any amounts placed in escrow or holdback).
5.3 Exceptions. Notwithstanding anything to the contrary in Section 5.1 or Section 5.2:
(a) No Stockholder shall be required to agree to any non-competition, non-solicitation, or similar restrictive covenant in connection with a Drag-Along Sale unless such Stockholder is an employee of, or consultant to, the Company at the time of such Drag-Along Sale. For the avoidance of doubt, Investors that are not employed by or providing consulting services to the Company shall not be subject to any such restrictive covenants.
(b) No Stockholder shall be required to enter into any agreement or take any action in connection with a Drag-Along Sale that would impose personal liability on such Stockholder (other than in respect of such Stockholder's representations and warranties as described in Section 5.2(b), and such Stockholder's pro rata share of escrow, holdback, and indemnification obligations as described in Section 5.2(d)).
5.4 Notice of Drag-Along Sale. The Requisite Holders shall provide each Stockholder with at least fifteen (15) days' prior written notice of any proposed Drag-Along Sale (the "Drag-Along Notice"). The Drag-Along Notice shall set forth (a) the material terms and conditions of the proposed Drag-Along Sale (including the identity of the proposed acquirer, the form and amount of consideration, and the anticipated closing date), (b) a copy or summary of the definitive agreement(s) relating to the Drag-Along Sale (to the extent then available), and (c) a statement that the Requisite Holders have approved the Drag-Along Sale and that each Stockholder is obligated to participate therein in accordance with this Article 5.
ARTICLE 6 — COVENANTS OF THE COMPANY
6.1 Board Matters. The Company shall use its best efforts to ensure that the rights granted under this Agreement are effective and that the actions required under this Agreement are taken, including using its best efforts to cause the nomination and election of the directors as provided in Section 2.1 hereof. Without limiting the generality of the foregoing, the Company shall (a) include the individuals designated pursuant to Section 2.1 in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election at each annual or special meeting of stockholders at which directors are to be elected (or in any action by written consent in lieu of a meeting), and (b) use its best efforts to solicit from all stockholders of the Company eligible to vote in the election of directors their proxies or written consents in favor of such designated nominees.
6.2 D&O Insurance. The Company shall, within thirty (30) days following the closing of the transactions contemplated by the Purchase Agreement, obtain and thereafter maintain, at the Company's expense, a policy or policies of directors' and officers' liability insurance ("D&O Insurance") with aggregate coverage of at least Five Million Dollars ($5,000,000) from a nationally recognized insurance carrier reasonably satisfactory to the Board of Directors. Such D&O Insurance shall provide coverage to each director and officer of the Company for claims arising out of or related to such Person's service as a director or officer of the Company. The Company shall promptly notify the Board of Directors of any material change in, or cancellation or non-renewal of, any such D&O Insurance policy and shall use commercially reasonable efforts to maintain such coverage in effect for so long as any director designated pursuant to this Agreement serves on the Board.
6.3 Indemnification. The Company shall, concurrently with or promptly following the closing of the transactions contemplated by the Purchase Agreement, enter into an indemnification agreement with each director of the Company, substantially in the form of the Indemnification Agreement delivered at the closing of the Purchase Agreement (including the indemnification agreement to be entered into with Christine Aldridge as the designee of Pinnacle on the Board of Directors). Each such indemnification agreement shall provide for indemnification and advancement of expenses to each director to the fullest extent permitted by the DGCL and the Restated Certificate, including with respect to claims arising out of or related to such director's service on the Board of Directors. The Company shall maintain provisions in its Restated Certificate and bylaws providing for exculpation and indemnification of directors to the maximum extent permitted by the DGCL, and shall not amend such provisions in a manner that would adversely affect the rights of any director or former director without the prior written consent of such director or former director.
6.4 Compliance with Restated Certificate. The Company shall at all times observe and comply with the terms, conditions, and provisions of the Amended and Restated Certificate of Incorporation, as the same may be amended from time to time in accordance with its terms and the DGCL, including without limitation all protective provisions, liquidation preferences, conversion rights, anti-dilution protections, and dividend rights set forth therein.
6.5 Information Rights. Notwithstanding anything in this Agreement to the contrary, the information and inspection rights of the Investors shall be governed by the Investors' Rights Agreement dated as of May 16, 2026, among the Company and the Investors, and nothing in this Agreement shall be deemed to limit, modify, or expand such information and inspection rights.
ARTICLE 7 — REPRESENTATIONS AND WARRANTIES
7.1 Representations of Each Party. Each Party to this Agreement hereby represents and warrants to each other Party hereto, as of the date hereof, as follows:
(a) Power and Authority. Such Party has the requisite power and authority (and, in the case of a natural person, the legal capacity) to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Party is a corporation, limited liability company, partnership, or other entity, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, limited liability company, partnership, or other entity action on the part of such Party, and no further approval or authorization is required.
(b) Due Execution; Binding Obligation. This Agreement has been duly executed and delivered by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, and other similar laws of general applicability relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
(c) No Conflicts. The execution, delivery, and performance by such Party of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with, or result in a breach of, any provision of the organizational documents of such Party (if such Party is an entity), (ii) conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the creation of any lien upon any of the properties or assets of such Party under, or give rise to any right of termination, cancellation, or acceleration of any obligation under, any contract, agreement, or instrument to which such Party is a party or by which such Party or any of such Party's properties or assets may be bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any court or governmental authority having jurisdiction over such Party.
7.2 Representations of Key Holders. Each Key Holder represents and warrants to the Company and each Investor that Exhibit B hereto accurately and completely reflects all shares of capital stock of the Company (including Common Stock and Preferred Stock) owned of record and beneficially by such Key Holder, and all options, warrants, and other rights to acquire capital stock of the Company held by such Key Holder, in each case as of the date of this Agreement. No Key Holder owns or holds any shares of capital stock of the Company or any options, warrants, or other rights to acquire capital stock of the Company other than as set forth on Exhibit B.
ARTICLE 8 — TERM AND TERMINATION
8.1 Term. This Agreement shall become effective upon the closing of the transactions contemplated by the Purchase Agreement (the target closing date being June 15, 2026, or such other date as the parties to the Purchase Agreement may agree) and shall continue in full force and effect until the earliest to occur of the following:
(a) the closing of a Qualified IPO;
(b) the closing of a Drag-Along Sale or other transaction or series of related transactions resulting in the acquisition of the Company (whether by merger, consolidation, sale of all or substantially all assets, sale of capital stock, or otherwise);
(c) the date on which each of the following have agreed in writing to terminate this Agreement: (i) the holders of at least a majority of the then-outstanding shares of Common Stock (voting together as a single class), (ii) the holders of at least a majority of the then-outstanding shares of Series Seed Preferred Stock (voting as a separate class), and (iii) the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock (voting as a separate class); and
(d) the liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary.
8.2 Effect of Termination. Upon the termination of this Agreement pursuant to Section 8.1, all rights and obligations of the Parties under this Agreement shall automatically cease and be of no further force or effect, except that (a) the provisions of Article 9 (Miscellaneous) shall survive such termination and remain in full force and effect, and (b) any rights or obligations that have accrued prior to such termination, including any claims for breach of this Agreement occurring prior to such termination, shall survive such termination and remain enforceable in accordance with their terms.
ARTICLE 9 — MISCELLANEOUS
9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law principles, 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.
9.2 Jurisdiction; Venue. Any dispute, claim, controversy, or action arising out of or relating to this Agreement, or the interpretation, breach, termination, validity, or enforceability thereof, shall be submitted to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any such dispute, claim, controversy, or action, then to the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, to any state court of competent jurisdiction located in the State of Delaware). Each Party hereby irrevocably (a) submits to the personal jurisdiction of such courts, (b) waives any objection such Party may now or hereafter have to the laying of venue in any such court, and (c) waives any claim that any such action brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process in any such action may be made by delivery of the summons and complaint in accordance with the notice provisions of Section 9.7 hereof, or in any other manner permitted by applicable law.
9.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, except in connection with a Transfer of Shares made in compliance with this Agreement (including the execution of a Joinder Agreement by the transferee pursuant to Section 4.1).
9.4 Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement dated as of May 16, 2026, the Right of First Refusal and Co-Sale Agreement dated as of May 16, 2026, the Amended and Restated Certificate of Incorporation, the form of Indemnification Agreement, and the other agreements, instruments, and documents contemplated by the Purchase Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, both written and oral, among the Parties with respect to the subject matter hereof, including the Prior Voting Agreement.
9.5 Amendments and Waivers. This Agreement may be amended, restated, supplemented, or otherwise modified, and any provision hereof may be waived, only by a written instrument duly executed by each of the following:
(a) the Company;
(b) the holders of a majority of the shares of Series A Preferred Stock then held by the Investors party hereto (or their successors and permitted assigns);
(c) the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock; and
(d) the holders of a majority of the shares of Common Stock then held by the Key Holders party hereto (or their successors and permitted assigns).
Any amendment or waiver effected in accordance with this Section 9.5 shall be binding upon each Stockholder and the Company. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
9.6 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future applicable law, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
9.7 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), (iii) upon confirmation of transmission when sent by email (provided that a copy is simultaneously sent by one of the other methods described herein), or (iv) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 9.7):
If to the Company:
Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, Massachusetts 02116
Attention: Dr. Amara Osei, Chief Executive Officer
Email: aosei@quillentech.com
with a copy (which shall not constitute notice) to:
Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, Massachusetts 02116
Attention: Gregory Navarro, Esq.
Email: gnavarro@inlawlaw.com
If to Pinnacle:
Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 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, California 94105
Attention: Rachel Bernstein, Esq.
Email: rbernstein@calderwoodharkness.com
If to Blackthorn:
Blackthorn Growth Fund III LP c/o Diana Hershfield, Partner
Email: dhershfield@blackthorngrowth.com
with a copy (which shall not constitute notice) to:
Whitfield & Pryor LLP New York, New York
Attention: Counsel for Blackthorn Growth Fund III LP
If to Stonebridge:
Stonebridge Ventures LLC c/o Kevin Ashby, Managing Director
Email: kashby@stonebridgeventures.com
If to Harborview:
Harborview Angel Syndicate LLC c/o Margaret "Peggy" Dunlap, Managing Member
Email: pdunlap@harborviewangels.com
If to Ridgepoint:
Ridgepoint Seed Partners LP c/o Aaron Fitch, General Partner
Email: afitch@ridgepointseed.com
If to any Key Holder:
At the address set forth opposite such Key Holder's name on Exhibit B hereto, or at such other address as such Key Holder may designate by notice given in accordance with this Section 9.7.
9.8 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, and by different Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, portable document format (PDF), or other electronic signature (including via Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act or the Uniform Electronic Transactions Act), and any such electronic or facsimile signature shall have the same legal effect as an original manual signature.
9.9 Specific Performance. Each Party acknowledges and agrees that the Shares are unique, that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its terms, and that monetary damages would be inadequate to compensate the non-breaching Party or Parties for any such breach. Accordingly, each Party agrees that, in addition to any other remedy available at law or in equity, each Party shall be entitled to seek an injunction or injunctions, specific performance, and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving actual damages or posting any bond or other security.
9.10 Further Assurances. Each Party shall, from time to time, execute and deliver such additional documents, instruments, certificates, and other assurances, and shall take such further actions, as may be reasonably necessary or appropriate to carry out and effectuate the purposes and intent of this Agreement.
9.11 Aggregation of Stock. All shares of capital stock of the Company (including Common Stock and Preferred Stock, and any shares issuable upon conversion or exercise of any convertible securities, options, or warrants) held or acquired by a Stockholder and such Stockholder's Affiliates shall be aggregated together for the purpose of determining any rights, thresholds, designations, or voting power of such Stockholder under this Agreement, including the minimum share ownership thresholds set forth in Sections 2.1(c), 2.1(d), and 2.6.
9.12 No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to or shall be construed to confer upon any Person, other than the Parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns, any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement. No Person other than the Parties hereto shall have standing to assert any claim under this Agreement.
9.13 Fees and Expenses. Except as otherwise expressly provided herein or in the Purchase Agreement, each Party shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, pursuant to Section [__] of the Purchase Agreement, the Company shall reimburse Pinnacle Venture Fund II LP for legal fees and expenses incurred by Pinnacle in connection with the transactions contemplated by this Agreement and the other Transaction Documents, up to an aggregate cap of Seventy-Five Thousand Dollars ($75,000), which amounts shall be payable directly to Calderwood & Harkness LLP at closing or promptly thereafter upon presentation of an invoice.
9.14 Legend. Each certificate representing shares of capital stock of the Company now or hereafter held by a Stockholder and subject to this Agreement, and each book-entry statement evidencing shares of capital stock of the Company held by a Stockholder in uncertificated form, shall bear or be subject to a notation or legend substantially in the following form (in addition to any other legend or notation required by applicable law, the Restated Certificate, or any other agreement among the Parties):
"THE SHARES REPRESENTED BY THIS CERTIFICATE (OR EVIDENCED BY THIS BOOK-ENTRY STATEMENT) ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT DATED AS OF MAY 16, 2026, BY AND AMONG QUILLEN TECHNOLOGIES, INC. AND CERTAIN OF ITS STOCKHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH VOTING AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH VOTING AGREEMENT."
The Company agrees that it shall cause the transfer agent for its capital stock (or, if the Company acts as its own transfer agent, the Company) to affix, impose, or record such legend or notation on all certificates or book-entry positions representing Shares subject to this Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the undersigned has duly executed this Voting Agreement as of the date first written above.
COMPANY:
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: Dr. Amara Osei
Title: Co-Founder & Chief Executive Officer
Date: ________
INVESTORS:
PINNACLE VENTURE FUND II LP
By: Pinnacle Capital Management LLC,
its General Partner
By: ________
Name: Sandeep Rajan
Title: Managing Partner & GP Principal