Contract analysis

1. Introduction and Engagement Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Cobalt Ventures LP ("Cobalt" or the "Client") to serve as outside legal counsel in connection with Cobalt's lead investment in Meridian Diagnostics, Inc. ("Meridian" or the "Company"). We appreciate the confidence that Cobalt has placed in this Firm, and we look forward to working with you and your t

2. Client Identification It is important for the avoidance of doubt to clearly identify the parties we represent and those we do not represent in connection with this Transaction. The client for this engagement is Cobalt Ventures LP and, as the investing entity through which the investment will be made, Cobalt Ventures Fund III, LP. References to the "Client" herein shall be construed to include both Cobalt Ventures

3. Scope of Representation The Firm's representation of the Client is limited to legal services rendered in connection with the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. (the "Transaction"). The scope of our engagement includes, but is not limited to, the following: (a) Due Diligence. Conducting and coordinating legal due diligence on Meridian Diagnostics, Inc. This will encompass review and

4. Staffing and Key Personnel The Firm has assembled a team of attorneys with significant experience in venture capital transactions and related regulatory matters to staff this engagement. The following attorneys will serve as key personnel on this matter: Kevin Ostrowski, Partner (Privacy & Data Security Practice Group) — Mr. Ostrowski will serve as the Responsible Partner for this engagement. He will provide overa

5. Fees and Billing Arrangements The Firm will bill this engagement on a blended hourly rate basis. The blended hourly rate applicable to this engagement is the Firm's standard blended rate for the attorneys assigned to the matter, encompassing both partner-level and associate-level time. The blended rate structure is designed to provide the Client with predictability and transparency in billing, while reflecting the

6. Expenses In addition to legal fees, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following: (a) filing fees, including but not limited to Form D filing fees and state blue sky filing fees; (b) corporate search fees, certificate of good standing fees, and similar g

7. Company Reimbursement of Client Legal Fees As is customary in venture capital financings of this nature, the Transaction documents — specifically, the Series Seed Preferred Stock Purchase Agreement — will include a provision requiring Meridian Diagnostics, Inc. to reimburse Cobalt (as lead investor) for its reasonable legal fees and expenses incurred in connection with the negotiation, drafting, and closing of the

8. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a conflicts check in accordance with its standard procedures and the applicable California Rules of Professional Conduct. Based on that review, the Firm is not aware of any conflict of interest that would prevent the Firm from undertaking this engagement or that would impair the Firm's ability to represent the Client loyally and competent

9. Confidentiality The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, in accordance with the California Rules of Professional Conduct and all other applicable professional responsibility and ethical rules. The Firm's duty of confidentiality extends to all information relating to the representation, regardless of the source or form of the informat

10. Document Retention Upon the conclusion of this engagement — whether by completion of the Transaction, termination of the engagement, or otherwise — the Firm will retain client files and records in accordance with its standard document retention policy, as may be amended from time to time. Original documents, fully executed agreements, and other original instruments will be transmitted to the Client promptly follo

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. Termination by the Client will be effective upon receipt of written notice by the Firm, or at such later date as specified in the notice. Termination by the Firm will be effective upon receipt of written notice by the Client, subject to the Firm's obligations under applicable rules of professional conduct to

12. Limitation of Liability; No Guarantee of Outcome While the Firm will devote its best professional efforts to the performance of legal services in connection with this engagement and will exercise the degree of skill, care, and diligence reasonably expected of competent legal professionals in the relevant areas of practice, no specific outcome or result is guaranteed or warranted. The practice of law involves inhe

13. Governing Law This Engagement Letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Client shall be subject to the exclusive jurisdiction of the state

14. Anticipated Timeline The following is the anticipated timeline for the Transaction, based on our current understanding of the parties' expectations and the status of preliminary negotiations. This timeline is subject to change based on the progress of negotiations, due diligence, and other factors. The Firm will work diligently to meet the target dates set forth above and will keep the Client apprised of any deve

15. Acceptance We are grateful for the opportunity to represent Cobalt Ventures LP and Cobalt Ventures Fund III, LP in connection with this Transaction, and we look forward to working closely with you and your team throughout the engagement. If the terms and conditions set forth in this Engagement Letter are acceptable, please indicate your agreement by having an authorized representative of Cobalt Ventures LP counte