Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below:

Section 1.1 — "Action." The term "Action" shall mean any threatened, pending, or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of the Company or otherwise, whether civil, criminal, administrative, investigative, or other, and whether for

Section 1.2 — "Board." The term "Board" shall mean the Board of Directors of Meridian Diagnostics, Inc.

Section 1.3 — "Change in Control." The term "Change in Control" shall mean the occurrence, after the date of this Agreement, of any of the following events: (a) the consummation of a merger or consolidation of the Company with or into any other corporation or entity, unless, immediately following such merger or consolidation, the outstanding voting securities of the Company immediately prior to such merger or consoli

Section 1.4 — "Company." The term "Company" shall mean Meridian Diagnostics, Inc., a Delaware corporation, and any successor to all or substantially all of its business or assets that assumes this Agreement or is otherwise bound hereby in accordance with Section 11.1.

Section 1.5 — "DGCL." The term "DGCL" shall mean the General Corporation Law of the State of Delaware, as set forth in Title 8 of the Delaware Code, as the same exists or may hereafter be amended from time to time. Any references in this Agreement to specific sections of the DGCL shall be deemed to refer to such sections as they may be amended, renumbered, or redesignated from time to time, and to any successor provi

Section 1.6 — "Disinterested Director." The term "Disinterested Director" shall mean a director of the Company who is not and was not a party to the Action in respect of which indemnification is sought by the Indemnitee pursuant to this Agreement.

Section 1.7 — "Enterprise." The term "Enterprise" shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether or not for profit, that the Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, agent, or fiduciary.

Section 1.8 — "Excluded Action." The term "Excluded Action" shall mean: (a) any Action initiated or brought voluntarily by the Indemnitee against the Company or any director, officer, or employee thereof, other than (i) an Action commenced by the Indemnitee to enforce the Indemnitee's rights under this Agreement in accordance with Article 6 hereof, or (ii) an Action that has been specifically approved by the Board; (

Section 1.9 — "Expenses." The term "Expenses" shall mean all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees, retainers, court costs, transcript costs, fees of expert and fact witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local, or foreign taxes imposed on

Section 1.10 — "Indemnifiable Event." The term "Indemnifiable Event" shall mean any event or occurrence that takes place either prior to, on, or after the date of execution of this Agreement, related to the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another Enterprise, or by reason o

Section 1.11 — "Independent Counsel." The term "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three (3) years has been, retained to represent: (a) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of the Indemnitee under

Section 1.12 — "Losses." The term "Losses" shall mean all losses, claims, damages, liabilities, judgments, fines, penalties (including, without limitation, ERISA excise taxes and penalties), amounts paid or payable in settlement of any Action, and any interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing.

ARTICLE 2 — SERVICES BY INDEMNITEE

Section 2.1 — Agreement to Serve. The Indemnitee agrees to serve as a member of the Board of Directors of Meridian Diagnostics, Inc. as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP, for so long as the Indemnitee is duly designated pursuant to the Voting Agreement and is willing to serve in such capacity. The Company acknowledges that the Indemnitee is also a Partner of Cobalt Vent

Section 2.2 — Duration of Service. The Indemnitee may resign from the Board at any time and for any reason upon written notice to the Company. The Company may remove the Indemnitee from the Board in accordance with the applicable provisions of the DGCL, the Certificate of Incorporation, the Bylaws, and the Voting Agreement. This Agreement shall not impose any obligation on the Indemnitee to continue to serve as a dir

Section 2.3 — Continued Protections. The indemnification, advancement of Expenses, and all other rights provided under this Agreement shall continue after the Indemnitee has ceased serving as a director of the Company (whether by reason of resignation, removal, expiration of term, or otherwise) and shall inure to the benefit of the Indemnitee and the Indemnitee's heirs, executors, administrators, and personal represe

Section 3.1 — General Indemnification Obligation. The Company shall indemnify, defend, and hold harmless the Indemnitee to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the DGCL permitted prior to such amendment), against all Expe

Section 3.2 — Third-Party Actions. Without limiting the generality of Section 3.1, if the Indemnitee is, was, or becomes a party to, or is threatened to be made a party to, or is otherwise involved in (including, without limitation, as a witness) any Action (other than an Action by or in the right of the Company) by reason of an Indemnifiable Event, the Company shall indemnify the Indemnitee against all Expenses and

Section 3.3 — Derivative Actions. Without limiting the generality of Section 3.1, if the Indemnitee is, was, or becomes a party to, or is threatened to be made a party to, or is otherwise involved in any Action by or in the right of the Company by reason of an Indemnifiable Event, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee's

Section 3.4 — Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion but not all of the Expenses and/or Losses incurred by the Indemnitee in connection with any Action, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and/or Losses to which the Indemnitee is entitled. Without limiting the gene

Section 3.5 — Indemnification for Actions to Enforce This Agreement. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is successful (on the merits or otherwise) in any Action to enforce the Indemnitee's rights under this Agreement, including any Action described in Article 6, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the

Section 3.6 — Witness Expenses. To the extent that the Indemnitee is, by reason of the Indemnitee's status as a current or former director of the Company, a witness in, or is required to respond to discovery requests in, any Action to which the Indemnitee is not a party, the Company shall reimburse the Indemnitee for all Expenses actually and reasonably incurred by the Indemnitee in connection therewith, including, w

ARTICLE 4 — ADVANCEMENT OF EXPENSES

Section 4.1 — Advancement Obligation. The Company shall advance all Expenses incurred by the Indemnitee in connection with any Action (including any Indemnifiable Event) within thirty (30) days after the receipt by the Company of a written request for advancement from the Indemnitee, whether prior to or after final disposition of such Action. Such request shall reasonably evidence the Expenses incurred by the Indemni

Section 4.2 — Undertaking to Repay. The advancement of Expenses to the Indemnitee under this Article 4 shall be conditioned upon the Company's receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced if and to the extent that it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified by

Section 4.3 — Documentation. In connection with any request for advancement of Expenses, the Indemnitee shall submit to the Company reasonable documentation evidencing the Expenses incurred, including invoices from legal counsel and other service providers (which may be redacted to preserve any privilege or work product protection). Such documentation shall be accompanied by a statement from the Indemnitee or the Ind

Section 4.4 — No Presumption of Non-Entitlement. The advancement of Expenses by the Company to the Indemnitee pursuant to this Article 4 shall not constitute a determination by the Company or the Board that the Indemnitee has met or has not met the applicable standard of conduct for indemnification, nor shall it create any presumption that the Indemnitee is or is not entitled to indemnification under this Agreement,

ARTICLE 5 — PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 5.1 — Indemnification Request. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor, which request shall include documentation and information that is reasonably available to the Indemnitee and is reasonably necessary to determine the Indemnitee's entitlement to indemnification hereunder. The request may be delivered at such time as the Indemnit

Section 5.2 — Determination of Entitlement. Upon receipt of the Indemnitee's written request for indemnification, the Company shall determine whether the Indemnitee has met the applicable standard of conduct set forth in the DGCL and this Agreement. Such determination shall be made in the specific case in one of the following ways: (a) by a majority vote of the Disinterested Directors, even though less than a quorum

Section 5.3 — Selection of Independent Counsel. In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5.2(c), the Independent Counsel shall be selected by the Board and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned, or delayed. If the Indemnitee does not approve the Independent Counsel selected by the

Section 5.4 — Timing. The Company shall use its best efforts to make the determination of entitlement to indemnification promptly following receipt of the Indemnitee's written request therefor. In any event, such determination shall be made within sixty (60) days following the Company's receipt of the Indemnitee's written request for indemnification. If the Company fails to make a determination within such sixty (60)

Section 5.5 — Presumptions. In making any determination with respect to entitlement to indemnification under this Agreement, the person, persons, or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that the Indemnitee is entitled to indemnification under this Agreement. The Company shall have the burden of proof to overcome such presumption in connection with the

ARTICLE 6 — REMEDIES OF INDEMNITEE

Section 6.1 — Adjudication or Arbitration. In the event that (a) the Company denies a written request for indemnification or advancement of Expenses, in whole or in part, (b) no determination of entitlement to indemnification is timely made pursuant to Section 5.4, (c) the advancement of Expenses is not timely made pursuant to Section 4.1, or (d) payment of indemnification pursuant to this Agreement is not made withi

Section 6.2 — Burden of Proof. In any judicial proceeding or arbitration commenced pursuant to this Article 6, the Company shall have the burden of proving by clear and convincing evidence that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. Any determination that the Indemnitee is not entitled to indemnification or advancement that was made prior to the commencement

Section 6.3 — Company Shall Not Adopt Adverse Position. The Company agrees that neither the failure of the Company (including its Board, Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action pursuant to this Article 6 that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by t

Section 6.4 — Expenses of Enforcement. If the Indemnitee is successful, in whole or in part, in any Action commenced pursuant to this Article 6, or in any Action to which the Indemnitee is a party by reason of the Indemnitee's status as a current or former director of the Company, seeking to enforce the Indemnitee's rights under this Agreement, the Company shall reimburse the Indemnitee for all Expenses actually and

ARTICLE 7 — DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Section 7.1 — Maintenance of Insurance. The Company shall use commercially reasonable efforts to obtain and maintain in full force and effect a policy or policies of directors' and officers' liability insurance ("D&O Insurance") providing coverage to the Indemnitee that is no less favorable in terms and conditions (including the amount of coverage, the scope of coverage, and the conditions of coverage) than those app

Section 7.2 — Notice to Insurer. If, at the time of the receipt of a notice of an Action pursuant to the terms of this Agreement or otherwise, the Company has D&O Insurance in effect under which coverage for such Action may be available, the Company shall give prompt notice of such Action to the insurer(s) in accordance with the procedures set forth in the applicable D&O Insurance policy or policies. The Company shal

Section 7.3 — Cooperation. The Indemnitee agrees to cooperate with the Company and any insurer with respect to any claims made under D&O Insurance policies, including providing such information and documentation as may reasonably be required by the insurer in connection with the investigation, defense, or settlement of any claim. The Indemnitee's obligation to cooperate under this Section 7.3 shall not require the In

Section 7.4 — No Obligation if Unavailable. Notwithstanding the provisions of Section 7.1, the Company shall not be required to obtain or maintain D&O Insurance if the Company determines in good faith that (a) such insurance is not reasonably available in the commercial insurance market, (b) the annual premium costs for such insurance are disproportionate to the amount and scope of coverage provided, or (c) the cover

Section 8.1 — Excluded Actions. Notwithstanding any other provision of this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment or to advance Expenses to the Indemnitee with respect to: (a) any Action initiated or brought voluntarily by the Indemnitee against the Company or any of its directors, officers, or employees, unless (i) such Action is commenced by the Indem

Section 9.1 — Right to Contribution. To the extent that the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason other than an exclusion set forth in Article 8, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the Losses and Expenses actually and reasonably incurred by the Indemnitee, whether for Losses, Expenses, judgments, fines, penalties, or amount

Section 9.2 — No Contribution for Excluded Actions. No right of contribution shall arise under this Article 9 with respect to any Action as to which indemnification is excluded under the provisions of Article 8 of this Agreement.

ARTICLE 10 — NON-EXCLUSIVITY; PRIORITY

Section 10.1 — Non-Exclusivity. The rights of indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and the Indemnitee, any vote of stockholders or Disinterested Directors, the DGCL, or otherwise, both as to a

Section 10.2 — Priority of This Agreement. In the event of any conflict between the indemnification, advancement, or other provisions of this Agreement, on the one hand, and the corresponding provisions of the Certificate of Incorporation, the Bylaws, or any other agreement between the Company and the Indemnitee, on the other hand, the provisions that are most favorable to the Indemnitee shall control and govern in a

Section 10.3 — Primary Obligation. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of Expenses, and/or insurance provided by Cobalt Ventures LP, Cobalt Ventures Fund III, LP, Cobalt Ventures GP III, LLC, or their respective affiliates (collectively, the "Fund Indemnitors"). The Company agrees and acknowledges that (a) the Company is the indemnitor of first r

ARTICLE 11 — GENERAL PROVISIONS

Section 11.1 — Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any direct or indirect successor, by purchase, merger, consolidation, or otherwise, to all or substantially all of the business or assets of the Company, and shall inure to the benefit of the Indemnitee and the Indemnitee's heirs, executors, administrators, and persona

Section 11.2 — Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that is not i

Section 11.3 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (with tracking capability), (c) sent by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by ele

Section 11.4 — 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 principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. The Parties agree that the provisions of this Agreement are intended to be interpreted and applied in a manner consistent with the DGCL, i

Section 11.5 — Consent to Jurisdiction. Each Party hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the State of Delaware, including the Court of Chancery of the State of Delaware, and the United States District Court for the District of Delaware, for any Action arising out of or relating to this Agreement or the rights or obligations of the Parties hereunder, and each Pa