Contract analysis

ARTICLE 1 — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement. "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in Philadelphia, Pennsylvania are authorized or required by law, regula

ARTICLE 2 — ESTABLISHMENT OF ESCROW AND DEPOSIT OF FUNDS

Section 2.1 — Deposit of Escrow Funds. Each Investor shall deposit its respective portion of the Escrow Funds into the Escrow Account by wire transfer of immediately available funds in United States dollars no later than the Deposit Deadline. The individual deposit amounts are as follows: Each Investor shall initiate its wire transfer to the Escrow Account in accordance with the wire instructions set forth in Exhibit

Section 2.2 — Escrow Account. (a) Promptly following the execution and delivery of this Agreement, and in any event prior to the Deposit Deadline, the Escrow Agent shall establish and maintain a segregated, interest-bearing deposit account at Granite Trust Company, N.A., 1600 Market Street, 12th Floor, Philadelphia, Pennsylvania 19103, designated for the sole purpose of holding the Escrow Funds in accordance with the

Section 2.3 — Confirmation of Receipt. (a) The Escrow Agent shall notify the Investor Representative and the Company in writing (by email to the notice addresses set forth in Section 9 hereof) upon receipt of each individual wire transfer into the Escrow Account, specifying the amount received, the name of the remitting Investor, and the date and time of receipt. (b) Upon receipt of the full aggregate deposit of Twel

Section 2.4 — Investment of Escrow Funds. (a) Pending disbursement in accordance with Article 3, the Escrow Funds shall be held in an interest-bearing demand deposit account at Granite Trust Company, N.A. that is insured by the Federal Deposit Insurance Corporation ("FDIC") to the maximum extent available under applicable law and regulation. In the alternative, upon written direction of the Investor Representative de

ARTICLE 3 — RELEASE AND DISBURSEMENT OF ESCROW FUNDS

Section 3.1 — Release Upon Satisfaction of Closing Conditions. (a) Upon receipt by the Escrow Agent of Joint Written Instructions from the Company and the Investor Representative, substantially in the form attached hereto as Exhibit E, certifying that all Closing Conditions under the Purchase Agreement have been satisfied (or, to the extent permitted by the Purchase Agreement, waived), the Escrow Agent shall release

Section 3.2 — Alternative: Release to Investors Upon Failure to Close. (a) In the event that the Closing does not occur on or before February 28, 2026 (the "Outside Date"), or if the Company and the Investor Representative deliver Joint Written Instructions to the Escrow Agent, substantially in the form attached hereto as Exhibit F, directing the return of the Escrow Funds to the Investors, the Escrow Agent shall, wi

Section 3.3 — Partial Release. No partial release or disbursement of the Escrow Funds shall be permitted except as expressly provided in Sections 3.1 and 3.2 of this Agreement or as directed by Joint Written Instructions delivered to the Escrow Agent in accordance with Section 3.4 and Section 9 hereof. The Escrow Agent shall have no obligation to effect any partial release absent such Joint Written Instructions.

Section 3.4 — Form of Instructions. (a) All instructions to the Escrow Agent regarding the release, disbursement, or return of the Escrow Funds shall be in writing and signed by authorized representatives of both the Company and the Investor Representative. The Escrow Agent shall not be required to act on any instruction that is not in writing and signed by the authorized representatives identified in this Section 3.

ARTICLE 4 — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 4.1 — Limited Duties. (a) The Escrow Agent's duties and obligations under this Agreement are limited solely and exclusively to those expressly set forth herein. The Escrow Agent is acting as a stakeholder only and is not a party to, and has no interest in, the Purchase Agreement or any other transaction document related to the Financing (other than this Agreement). (b) The Escrow Agent shall have no duty or o

Section 4.2 — Reliance on Instructions. (a) The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any notice, instruction, certificate, request, consent, statement, direction, or other document or communication (collectively, "Communications") believed by it in good faith to be genuine and to have been signed, presented, or given by the pro

Section 4.3 — No Liability. (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith under this Agreement or in connection with the Escrow Funds, except for losses, damages, or expenses that are finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly from the Escrow Agent's own gross negligence, willful misconduc

Section 4.4 — Conflicting Instructions / Interpleader. (a) In the event that the Escrow Agent receives or becomes aware of conflicting, inconsistent, or contradictory instructions or claims from the Company and the Investor Representative (or from any Investor or other person or entity) with respect to the Escrow Funds, the Escrow Agent may, in its sole and absolute discretion: (i) refrain from taking any action (oth

Section 4.5 — Resignation and Removal. (a) The Escrow Agent may resign from its duties and obligations under this Agreement at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Company and the Investor Representative in accordance with Section 9 hereof. (b) The Escrow Agent may be removed at any time by Joint Written Instructions from the Company and the Investor Repre

ARTICLE 5 — COMPENSATION AND EXPENSES OF ESCROW AGENT

Section 5.1 — Fees. The Company shall pay the Escrow Agent a one-time escrow administration fee and any applicable account maintenance fees or transaction-based fees in accordance with the Escrow Agent's standard fee schedule attached hereto as Exhibit C and incorporated herein by reference. All fees shall be payable by the Company upon execution of this Agreement or as otherwise specified in Exhibit C. All fees are

Section 5.2 — Expense Reimbursement. The Company shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties under this Agreement, including without limitation reasonable counsel fees and disbursements in the event that the Escrow Agent determines it necessary or appropriate to seek legal advice regarding the interpretation or

Section 5.3 — Lien. The Escrow Agent shall have, and is hereby granted, a first-priority lien on the Escrow Funds (including any accrued Earnings) for the payment of any unpaid fees owing to the Escrow Agent under Section 5.1 and any unreimbursed expenses owing under Section 5.2. Notwithstanding the foregoing, the Escrow Agent's lien shall be subject and subordinate to the prior right of the Investors to receive a re

ARTICLE 6 — INDEMNIFICATION OF ESCROW AGENT

Section 6.1 — Indemnification. The Company and the Investor Representative, jointly and severally (provided that the Investor Representative's liability under this Section 6.1 shall be limited to its pro rata share of the Escrow Funds, i.e., the amount deposited by Cobalt Ventures Fund III, LP), shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates

Section 6.2 — Survival. The indemnification obligations of the Company and the Investor Representative under this Article 6 shall survive the termination of this Agreement, the disbursement of the Escrow Funds, and the resignation or removal of the Escrow Agent, and shall remain in full force and effect regardless of any investigation made by or on behalf of the Escrow Agent Indemnified Parties.

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor Representative and the Escrow Agent as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as p

Section 7.2 — Representations and Warranties of the Investor Representative. The Investor Representative hereby represents and warrants to the Company and the Escrow Agent as follows: (a) Organization and Good Standing. Cobalt Ventures Fund III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full partnership power and authority to own i

Section 7.3 — Representations and Warranties of the Escrow Agent. The Escrow Agent hereby represents and warrants to the Company and the Investor Representative as follows: (a) Organization and Good Standing. Granite Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority under its articles of assoc

Section 8.1 — Termination. This Agreement shall terminate upon the earliest to occur of the following: (a) the disbursement of the entire Escrow Funds (including all accrued Earnings) in accordance with Article 3 hereof and the delivery by the Escrow Agent of written confirmation to the Company and the Investor Representative that all funds have been disbursed and the Escrow Account has been closed; (b) the mutual wr

Section 8.2 — Survival. Notwithstanding the termination of this Agreement, the provisions of Article 5 (Compensation and Expenses of Escrow Agent), Article 6 (Indemnification of Escrow Agent), Section 9 (Notices), and Section 10.11 (Tax Reporting), and any other provisions of this Agreement that by their nature or terms are intended to survive termination, shall survive the termination of this Agreement and shall rem

Section 9.1 — Notice Addresses. All notices, requests, instructions, consents, directions, and other communications required or permitted under this Agreement shall be in writing and shall be addressed as follows: If to the Company: Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142 Attention: Dr. Priya Ramaswamy, Chief Executive Officer & President Email: pramaswamy@meridiandiagno

Section 9.2 — Method of Notice. Notices, requests, instructions, and other communications delivered under this Agreement shall be deemed to have been duly given and to be effective: (a) if delivered personally, upon delivery to the addressee (or to an officer or agent of the addressee authorized to receive notices); (b) if sent by a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyo

ARTICLE 10 — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules or principles 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.

Section 10.2 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the courts of the State of Delaware sitting in New Castle County and the United States District Court for the District of Delaware for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and (b) waives any objection that it may now or h

Section 10.3 — Entire Agreement. This Agreement (together with all Exhibits attached hereto, which are incorporated herein by reference and made a part hereof) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No Party has relied o

Section 10.4 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of the Company, the Investor Representative, and the Escrow Agent. No amendment shall be effective unless it is in writing and signed by all three Parties.

Section 10.5 — Assignment. No Party may assign, transfer, or delegate any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect. Notwithstanding the foregoing, the Investor Representative may assign its rights and obligation

Section 10.6 — Waiver. No waiver of any provision of this Agreement or of any right or remedy hereunder shall be effective unless in writing and signed by the Party granting such waiver. No single or partial exercise of, or failure or delay in exercising, any right, power, or remedy by any Party shall constitute a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right, pow

Section 10.7 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of such provision), and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision

Section 10.8 — Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of counterparts in portable document format (PDF) transmitted by email, or by any other electronic means intended to preserve the orig

Section 10.9 — No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwith

Section 10.10 — Headings. The article and section headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

Section 10.11 — Tax Reporting. The Parties hereby agree that, for federal, state, and local income tax purposes, the Company shall be treated as the owner of the Escrow Funds during the period in which the Escrow Funds are held in the Escrow Account. The Escrow Agent shall report all interest, income, or other Earnings on the Escrow Funds under the Company's Employer Identification Number (93-4127856) and shall prepa

1. All Closing Conditions under the Purchase Agreement have been satisfied or, to the extent permitted by the Purchase Agreement, waived.

2. The Closing of the transactions contemplated by the Purchase Agreement has occurred (or is occurring simultaneously with the delivery of these Joint Written Instructions). Accordingly, we hereby jointly instruct the Escrow Agent to release and disburse the Escrow Funds and all accrued Earnings in accordance with Section 3.1 of the Escrow Agreement as follows: (a) Wire the sum of Eleven Million Nine Hundred Fifty T