Contract analysis

ARTICLE 1 — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1 "Board" shall mean the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation, as amended or restated, the Company's Bylaws, and the Voting Agreement. 1.2 "Cause" shall mean the occurrence of any one or more of the following

ARTICLE 2 — VESTING 2.1 Vesting Schedule. The Shares shall vest and become Vested Shares in accordance with the following schedule (the "Vesting Schedule"), subject in each case to the Founder's continuous service to the Company through each applicable vesting date: (a) Cliff Vesting. Twenty-five percent (25%) of the Shares (1,375,000 shares) shall become Vested Shares on the first anniversary of the Vesting Commence

ARTICLE 3 — COMPANY REPURCHASE RIGHT 3.1 Grant of Repurchase Right. Upon the occurrence of a Repurchase Event, the Company shall have the right, but not the obligation, to repurchase all or any portion of the Unvested Shares at the Repurchase Price (the "Repurchase Right"). The Repurchase Right shall be assignable by the Company to the investors party to the Purchase Agreement or their respective affiliates, transfer

ARTICLE 4 — RESTRICTIONS ON TRANSFER 4.1 Transfer Restrictions. The Founder shall not, without the prior written consent of the Board, directly or indirectly sell, assign, transfer, pledge, hypothecate, gift, encumber, or otherwise dispose of any Unvested Shares, or any interest therein, whether voluntarily, involuntarily, by operation of law, or otherwise. The foregoing restriction shall not apply to (a) any transfe

ARTICLE 5 — ESCROW OF UNVESTED SHARES 5.1 Escrow Deposit. Upon execution of this Agreement, the Founder shall deposit with the Secretary of the Company (or, if the Company has engaged Ledgermark Transfer Services, Inc. or any other registered transfer agent, with such transfer agent) all certificates representing the Unvested Shares, together with stock powers executed by the Founder and duly endorsed in blank, in th

ARTICLE 6 — TAX MATTERS 6.1 Section 83(b) Election. The Founder acknowledges that the Founder has been advised to consult with the Founder's own tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the Shares. The Founder understands that, under Section 83(a) of the Code, in the absence of a timely filed Section

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES OF THE FOUNDER The Founder hereby represents and warrants to the Company, as of the Effective Date, as follows: 7.1 Ownership of Shares. The Founder is the sole record and beneficial owner of 5,500,000 shares of Common Stock of the Company. The Shares are owned by the Founder free and clear of all liens, pledges, charges, encumbrances, security interests, options, claims, an

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Founder, as of the Effective Date, as follows: 8.1 Organization and Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets a

ARTICLE 9 — COVENANTS 9.1 Proprietary Information. The Founder acknowledges that the Founder has executed, or will execute as a condition to the closing of the financing contemplated by the Purchase Agreement, a Proprietary Information and Inventions Assignment Agreement (the "PIIA") with the Company, in form and substance satisfactory to the Company and the lead investor. The Founder acknowledges and agrees that the

ARTICLE 10 — GENERAL PROVISIONS 10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without regard to the conflict of laws principles thereof that would cause the application of the laws of any other jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Cha

1. Taxpayer Name and Address: Name: _________ Address: _________ Social Security Number: _________

2. Description of Property: 5,500,000 shares of Common Stock, par value $0.0001 per share, of Meridian Diagnostics, Inc., a Delaware corporation (EIN: 93-4127856), with its principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142.

3. Date on Which Property Was Transferred: ________________________________________

4. Taxable Year for Which Election Is Being Made: Calendar year ending December 31, ___

5. Nature of Restrictions to Which the Property Is Subject: The shares described above are subject to a Founder Stock Restriction Agreement dated February 9, 2026, between the undersigned and Meridian Diagnostics, Inc. Pursuant to such agreement, the shares are subject to a four-year reverse vesting schedule and the Company retains a right to repurchase unvested shares at the lower of the original cost or fair market

6. Fair Market Value of Property at Time of Transfer: The fair market value of the property at the time of transfer was $___ per share, or $___ in the aggregate.

7. Amount Paid for Property: The undersigned paid $___ per share, or $___ in the aggregate, for the property.

8. Amount to Include in Gross Income: The excess of the fair market value of the property over the amount paid for such property is $___, which the undersigned elects to include in gross income for the taxable year specified above. A copy of this election has been furnished to Meridian Diagnostics, Inc., the entity for which the services giving rise to the transfer of such property were performed, and this election h

1. This election must be filed with the Internal Revenue Service Center at which the taxpayer files his or her federal income tax return within thirty (30) days after the date the property was transferred (or, if later, within thirty (30) days of the date of the Founder Stock Restriction Agreement).

2. A copy of this election must be furnished to Meridian Diagnostics, Inc.

3. A copy of this election must be attached to the taxpayer's federal income tax return for the taxable year in which the property was transferred.

4. The taxpayer should retain a copy of this election for the taxpayer's records.

5. The taxpayer should consult with the taxpayer's own tax advisor regarding any applicable state and local tax filing requirements. EXHIBIT C FORM OF STOCK POWER STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ________ (the "Transferee") ________ (__) shares of Common Stock, par value $0.0001 per share, of **Meridian Diagnostics, Inc.**, a Delaware corporation, standing in t