Contract analysis

ARTICLE 1: PURCHASE AND SALE OF SHARES

Section 1.1 — Sale and Issuance of Series Seed Preferred Stock. Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing, and the Company agrees to sell and issue to each such Investor at the Closing, the number of Shares set forth opposite such Investor's name on the Schedule of Investors attached hereto as Exhibit A, at the Purchase Price of

Section 1.2 — Closing; Delivery. (a) Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place on February 9, 2026 (the "Closing Date"), simultaneously with the execution and delivery of this Agreement by the Company and each of the Investors. The Closing shall be deemed to occur on the Closing Date upon the satisfaction or waiver of all conditions to Closing set forth in Articles 4

Section 1.3 — Convertible Note Conversion. (a) Conversion of Notes. Contemporaneously with the Closing, the outstanding convertible promissory notes issued by the Company on September 12, 2023 (each, a "Note" and collectively, the "Notes"), pursuant to that certain Convertible Note Purchase Agreement dated September 12, 2023, in the aggregate original principal amount of Two Million One Hundred Thousand Dollars ($2,1

Section 1.4 — Use of Proceeds. The Company shall use the proceeds of the sale of the Shares for general corporate purposes, including, without limitation, (a) the continued development, testing, and commercialization of the MeridianPulse point-of-care diagnostic platform, (b) working capital requirements, (c) hiring of additional personnel, and (d) general and administrative expenses. Nothing in this Section 1.4 shal

Section 1.5 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not otherwise defined in this Section 1.5 shall have the meanings ascribed to them elsewhere in this Agreement. "2024 Plan" means the Company's 2024 Equity Incentive Plan, as adopted on March 1, 2024, and as amended from time to time, including the increase in shares r

ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Investor as of the date hereof and as of the Closing Date as follows (except where a representation or warranty speaks as of a specific date, in which case such representation or warranty shall be made as of such date). Each representation and warranty set forth in this Article 2 is subject to and qualified by

Section 2.1 — Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on June 15, 2023, and has been assigned Delaware Corporation File No. 7294531. The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its busines

Section 2.2 — Capitalization. (a) Pre-Financing Capitalization. Immediately prior to the Closing and after giving effect to the option pool increase described in Section 2.2(c) below, the authorized capital stock of the Company consists of the shares as set forth in the Restated Certificate. The issued and outstanding shares of capital stock of the Company are as follows: (i) Common Stock. 10,000,000 shares of Common

Section 2.3 — Authorization. All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of this Agreement and each of the other Transaction Agreements, the authorization, sale, issuance, and delivery of the Shares and the Conversion Shares, the filing of the Restated Certificate with the Secretary of State of the Sta

Section 2.4 — Valid Issuance of Shares. The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly authorized, fully paid and non-assessable, and free and clear of all Liens and encumbrances, other than restrictions on transfer under (i) this Agreement, (ii) the Investors' Rights Agreement, (iii) the Right of First Refusal

Section 2.5 — Governmental Consents and Filings. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any Governmental Authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for: (a) the filing of the Restated Certificate with the Secretary of State of the Sta

Section 2.6 — Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, or investigation (each, an "Action") pending or, to the Company's knowledge, currently threatened in writing against the Company, any of its officers or directors (in their capacities as such), or any of the Company's properties or assets, before any court, arbitrator, or Governmental Authority. The Company is not a party t

Section 2.7 — Intellectual Property. (a) The Company owns or possesses sufficient legal rights to all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, know-how, and other intellectual property rights (collectively, "intellectual Property") necessary for its business as presently conducted and as presently propo

Section 2.8 — Compliance with Other Instruments. The Company is not in violation or default of (a) any provision of its Certificate of Incorporation (as amended through the date hereof) or Bylaws, (b) any judgment, order, writ, or decree of any court or Governmental Authority applicable to the Company, or (c) any material note, indenture, mortgage, lease, agreement, contract, purchase order, or other instrument, docu

Section 2.9 — Material Contracts. The Company has disclosed or made available to the Investors true, complete, and correct copies of all material contracts, agreements, and instruments to which the Company is a party or by which it is bound, including, without limitation: (a) the Convertible Note Purchase Agreement dated September 12, 2023, and the Notes issued thereunder to Dr. Margaret Liu and Clearwater Bridge Ass

Section 2.10 — Agreements with Officers, Directors, and Key Employees. All current employees and key consultants of the Company have entered into, or will enter into at or prior to the Closing, proprietary information and inventions assignment agreements ("PIIAs") in a form reasonably acceptable to the Lead Investor. Each of the Key Holders (Dr. Priya Ramaswamy and Dr. Julian Ochoa) will, at the Closing, enter into a

Section 2.11 — Related-Party Transactions. No transaction has been entered into between the Company, on the one hand, and any officer, director, or holder of more than five percent (5%) of any class of capital stock of the Company (or any member of the immediate family of any such person, or any entity in which any such person has a beneficial ownership interest of five percent (5%) or more), on the other hand, invol

Section 2.12 — Permits. The Company possesses all franchises, permits, licenses, approvals, consents, and other authorizations (collectively, "Permits") from all Governmental Authorities as are necessary for the Company to own and operate its properties and assets and to carry on its business as presently conducted. The Company is not in default in any material respect under any such Permit. No suspension, revocation

Section 2.13 — Financial Statements. The Company has delivered or made available to the Investors (a) an unaudited balance sheet of the Company as of December 31, 2025 (the "Balance Sheet Date"), and the related unaudited statements of operations, stockholders' equity, and cash flows for the fiscal year then ended (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance wi

Section 2.14 — Changes. Since the Balance Sheet Date, there has been no Material Adverse Effect, and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, since the Balance Sheet Date: (a) the Company has not declared or paid any dividends or made any distribution on its capital stock; (b) th

Section 2.15 — Employee Matters. (a) As of the date hereof, the Company has eighteen (18) full-time employees. The Company is not a party to or bound by any collective bargaining agreement or other agreement with any labor union, labor organization, or works council. To the Company's knowledge, no union organizing activities are underway or threatened with respect to the employees of the Company. (b) There are no pen

Section 2.16 — Tax Returns and Payments. The Company has timely filed (or has caused to be timely filed) all federal, state, local, and foreign tax returns required to be filed by it, and all such tax returns are true, correct, and complete in all material respects. The Company has paid (or has caused to be paid) all taxes required to be paid by it, whether or not reflected on such tax returns, except for taxes being

Section 2.17 — Insurance. The Company maintains insurance policies in such amounts, with such deductibles, and against such risks and losses as are reasonable and customary for companies of similar size and stage in the Company's industry. All such insurance policies are in full force and effect, all premiums currently due thereon have been paid, and the Company is in compliance in all material respects with the term

Section 2.18 — Employee Benefit Plans. (a) The Company's sole equity compensation plan is the 2024 Equity Incentive Plan, adopted on March 1, 2024. As described in Section 2.2(c), the Board of Directors and stockholders have approved an increase in the total shares reserved for issuance under the 2024 Plan from 400,000 shares to 1,600,000 shares, with 175,000 shares subject to outstanding option grants and 1,425,000

Section 2.19 — Compliance with Laws. The Company is in compliance in all material respects with all applicable laws, rules, regulations, orders, judgments, and decrees of all Governmental Authorities, including, without limitation, all applicable laws relating to privacy and data security (including, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996, the California Consumer Pri

Section 2.20 — Environmental and Safety Laws. The Company is in compliance in all material respects with all applicable environmental laws, rules, and regulations (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and all applicable state and local environmental laws and regulations). The Company has not generated, use

Section 2.21 — Real Property. The Company does not own any real property. The Company leases its principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Company's lease for such office space is in full force and effect, and the Company is not in default thereunder. The Company has delivered or made available to the Lead Investor a true, complete, and correct copy of such lease, including all amendm

Section 2.22 — Disclosure. No representation or warranty of the Company contained in this Agreement, and no statement contained in the Disclosure Schedule or any certificate, exhibit, or schedule furnished or to be furnished by the Company to the Investors pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to m

ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF THE INVESTORS Each Investor, severally and not jointly, hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Authorization. Such Investor has all requisite power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Agreements to which it is a party. The execution, delivery, and performance of this Agreement and each such other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all

Section 3.2 — Purchase Entirely for Own Account. The Shares to be acquired by such Investor hereunder are being acquired for investment for such Investor's own account, not as nominee or agent for any other Person, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Investor has no present intention of selling, granting any participation in, or otherwise

Section 3.3 — Disclosure of Information. Such Investor has received all information it considers necessary or appropriate for evaluating the merits and risks of the prospective investment in the Shares. Such Investor further represents that it has had an opportunity to ask questions of, and receive answers from, the Company and its officers and directors regarding the terms and conditions of the offering of the Share

Section 3.4 — Restricted Securities. Such Investor understands that the Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor's representations as expressed herein. Such

Section 3.5 — Accredited Investor. Such Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Such Investor, either alone or together with its professional advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares.

Section 3.6 — No General Solicitation. Such Investor is not purchasing the Shares as a result of any advertisement, article, notice, or other communication regarding the Shares published in any newspaper, magazine, internet website, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or as a result of any other form of "general solicitation" or "general advertising" (as tho

Section 3.7 — Legends. Such Investor acknowledges and agrees that the stock certificates (or book-entry statements issued by the Transfer Agent) representing the Shares shall bear the following restrictive legends (or substantially equivalent legends): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE

Section 3.8 — Exculpation Among Investors. Such Investor acknowledges that it is not relying upon any Person, firm, or corporation (other than the Company and its officers and directors, as applicable), including any other Investor, in making its investment or decision to invest in the Company. Such Investor agrees that no other Investor, nor the respective controlling Persons, officers, directors, partners, members,

ARTICLE 4: CONDITIONS TO THE INVESTORS' OBLIGATIONS AT CLOSING The obligations of each Investor to purchase the Shares at the Closing are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, unless waived in writing by the Lead Investor (acting on behalf of all Investors):

Section 4.1 — Representations and Warranties. The representations and warranties of the Company contained in Article 2 of this Agreement shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date with the same effect as though made on and as of the Closing Date (except for representa

Section 4.2 — Performance. The Company shall have performed and complied with all covenants, agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date.

Section 4.3 — Restated Certificate. The Restated Certificate, in the form attached hereto as Exhibit B, shall have been duly filed with the Secretary of State of the State of Delaware on or before the Closing Date, and the Company shall have delivered to the Lead Investor evidence of such filing (including a file-stamped copy of the Restated Certificate or confirmation of filing from the Delaware Secretary of State's

Section 4.4 — Transaction Agreements. The Company and each Investor (and, where applicable, the Key Holders and other parties thereto) shall have executed and delivered the following Transaction Agreements: (a) this Agreement; (b) the Investors' Rights Agreement, in the form attached hereto as Exhibit C, by and among the Company, the Investors, and the Key Holders; (c) the Right of First Refusal and Co-Sale Agreement

Section 4.5 — Board of Directors. The Board of Directors of the Company shall, effective as of the Closing, consist of five (5) members, constituted as follows: (a) two (2) directors designated by the holders of a majority of the outstanding shares of Common Stock (currently Dr. Priya Ramaswamy and Dr. Julian Ochoa); (b) one (1) director designated by the holders of a majority of the outstanding shares of Series Seed

Section 4.6 — Indemnification Agreement. The Company shall have executed and delivered an Indemnification Agreement, in the form attached hereto as Exhibit F, in favor of David Hargrove in his capacity as the Series Seed Preferred Stock director designee, providing for indemnification and advancement of expenses to the fullest extent permitted by the Delaware General Corporation Law.

Section 4.7 — Founder Stock Restriction Agreements. Each of the Key Holders (Dr. Priya Ramaswamy and Dr. Julian Ochoa) shall have entered into a Founder Stock Restriction Agreement with the Company, in the form attached hereto as Exhibit G, with respect to all shares of Common Stock held by such Key Holder, providing for four-year reverse vesting with a one-year cliff (25% of shares vesting on the first anniversary o

Section 4.8 — Proprietary Information and Inventions Assignment Agreements. Each current employee, officer, and consultant of the Company shall have executed and delivered a Proprietary Information and Inventions Assignment Agreement ("PIIA") in a form reasonably acceptable to the Lead Investor, and the Company shall have provided copies of all executed PIIAs to the Lead Investor.

Section 4.9 — Option Pool Increase. The Board of Directors and stockholders of the Company shall have duly approved an increase of 1,200,000 shares reserved for issuance under the 2024 Equity Incentive Plan, bringing the total shares reserved for issuance under the 2024 Plan from 400,000 shares to 1,600,000 shares, and the Company shall have delivered to the Lead Investor evidence of such approval (including copies o

Section 4.10 — Secretary's Certificate. The Company shall have delivered to the Lead Investor a certificate of the Secretary of the Company (the "Secretary's Certificate"), dated as of the Closing Date, in form and substance reasonably satisfactory to the Lead Investor, certifying: (a) the names, titles, and specimen signatures of the officers of the Company authorized to execute this Agreement and the other Transact

Section 4.11 — Compliance Certificate. The Company shall have delivered to the Lead Investor a certificate of the Company (the "Compliance Certificate"), signed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that all representations and warranties of the Company contained in Article 2 of this Agreement are true and correct in all material respects as of the Closing Date and th

Section 4.12 — Officer's Certificate. The Chief Executive Officer of the Company (Dr. Priya Ramaswamy) shall have delivered to the Lead Investor an Officer's Certificate, dated as of the Closing Date, certifying (a) the satisfaction of the closing conditions set forth in this Article 4, (b) the absence of any Material Adverse Effect since the Balance Sheet Date, and (c) such other matters as the Lead Investor or its

Section 4.13 — Good Standing Certificates. The Company shall have delivered to the Lead Investor certificates of good standing (or the equivalent) from (a) the Secretary of State of the State of Delaware, and (b) the Secretary of the Commonwealth of Massachusetts, each dated not more than five (5) Business Days prior to the Closing Date.

Section 4.14 — Legal Opinion. The Investors shall have received a legal opinion of Whitfield & Ames LLP (delivered by Catherine Devereaux), counsel to the Company, addressed to the Investors, dated as of the Closing Date, in form and substance reasonably satisfactory to counsel to the Lead Investor (Calderwood & Harkness LLP), opining as to: (a) the due organization, valid existence, and good standing of the Company

Section 4.15 — Escrow Arrangements. The Escrow Agreement, by and among the Company, Cobalt Ventures Fund III, LP (acting on behalf of the Investors), and Granite Trust Company, N.A., as Escrow Agent, shall have been duly executed and delivered, and all Investors' funds constituting the aggregate purchase price for the Shares shall have been deposited into the escrow account maintained by the Escrow Agent in accordanc

Section 4.16 — Note Conversion. All outstanding Notes (in the aggregate principal amount of $2,100,000.00, plus accru