engagement-letter-cobalt.docx

1004-00001 · Client 1004 · Engagement

engagement-letter-cobalt.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 Telephone: (650) 555-3400 Facsimile: (650) 555-3401 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

December 3, 2025

Morgan Tsai Vice President of Legal Affairs Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025

Re: Engagement of Calderwood & Harkness LLP in connection with the Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.

Matter Number: 1004-00001

Dear Ms. Tsai:

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 team on this transaction.

As we understand it, Cobalt Ventures Fund III, LP ("Fund III"), a Delaware limited partnership and the investing vehicle for this transaction, is committing Seven Million Two Hundred Thousand Dollars ($7,200,000), representing approximately sixty percent (60.0%) of the round, as the lead investor in a Twelve Million Dollar ($12,000,000) Series Seed Preferred Stock financing round in Meridian (the "Transaction"). The general partner of Fund III is Cobalt Ventures GP III, LLC, a Delaware limited liability company.

Meridian Diagnostics, Inc. is a Delaware C-corporation headquartered in Cambridge, Massachusetts. As we understand it, the Company is developing the MeridianPulse point-of-care diagnostics platform, a technology platform designed for rapid diagnostic testing at the point of care. The Company is at an early stage of development, and this Series Seed Preferred Stock financing represents the Company's first priced equity round.

This letter (the "Engagement Letter") sets forth the terms and conditions of the Firm's engagement to represent the Client in connection with the Transaction. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 15 below. Our engagement will be deemed effective as of the date first written above, subject to your countersignature.

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 LP and Cobalt Ventures Fund III, LP, unless the context otherwise requires.

The Firm does not represent any co-investors participating in the Transaction, including without limitation: (a) Pinewood Health Ventures, LLC; (b) Thornfield Capital Partners, LP; or (c) Atlas Point Angel Syndicate, LLC. Each of these co-investors should retain its own independent legal counsel to the extent it deems necessary or advisable. While the Firm may coordinate with counsel to such co-investors in the ordinary course of the Transaction, the Firm owes no duties of representation, loyalty, or confidentiality to any co-investor.

Furthermore, the Firm does not represent Meridian Diagnostics, Inc., its founders (including Dr. Priya Ramaswamy and Dr. Julian Ochoa), its officers, directors, employees, or any other party to the Transaction. Meridian is represented by its own independent counsel, Whitfield & Ames LLP, located in Boston, Massachusetts. Any communications between the Firm and Whitfield & Ames LLP, or between the Firm and the Company or its personnel, will be undertaken solely in furtherance of the Client's interests and for the purpose of effectuating the Transaction on behalf of the Client.

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 analysis across the following key areas: corporate formation and organizational documents; capitalization and prior equity and debt issuances; intellectual property (including patents, patent applications, trademarks, copyrights, trade secrets, and open source software usage); material contracts and commercial agreements; regulatory compliance matters relevant to the Company's diagnostics business; employment and independent contractor arrangements, including offer letters, employment agreements, and consulting agreements; and data privacy and security practices, with particular attention to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and its implementing regulations, as applicable to the MeridianPulse platform.

(b) Stock Purchase Agreement. Negotiating, drafting, and reviewing the Series Seed Preferred Stock Purchase Agreement and the related Schedule of Investors, which will set forth the terms and conditions of the purchase and sale of the Series Seed Preferred Stock and identify each investor and its respective investment amount.

(c) Certificate of Incorporation. Drafting and reviewing the Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc., which will set forth the rights, preferences, privileges, and restrictions applicable to the Series Seed Preferred Stock, including liquidation preferences, anti-dilution protections, conversion rights, dividend rights, and protective provisions.

(d) Ancillary Investor Agreements. Negotiating and drafting the following ancillary agreements among the investors, the Company, and in certain cases the founders:

(i) the Investors' Rights Agreement, including registration rights, information rights, participation rights, and related provisions;

(ii) the Right of First Refusal and Co-Sale Agreement, addressing the Company's and the investors' rights in connection with proposed transfers of Company capital stock by founders and other key holders; and

(iii) the Voting Agreement, including provisions relating to the composition of the Company's board of directors, drag-along rights, and related voting arrangements.

(e) Cobalt Side Letter. Negotiating and drafting a side letter between Cobalt (through Fund III) and the Company (the "Cobalt Side Letter"), which is expected to include the following provisions: most favored nation ("MFN") rights; additional information rights beyond those contained in the Investors' Rights Agreement; board observer rights for a designee of Cobalt; a data privacy audit right enabling Cobalt to conduct or commission periodic audits of the Company's data privacy and security practices; and an expenditure consent right with respect to certain categories of Company expenditures above agreed thresholds.

(f) Review of Pinewood Side Letter. Reviewing the side letter to be entered into between Pinewood Health Ventures, LLC and the Company (the "Pinewood Side Letter") for purposes of assessing consistency with Cobalt's rights and the MFN provisions in the Cobalt Side Letter.

(g) Founder Stock Restriction Agreements. Preparing or reviewing the Founder Stock Restriction Agreements for each of Dr. Priya Ramaswamy and Dr. Julian Ochoa, the Company's co-founders, which will set forth vesting schedules, repurchase rights, and related transfer restrictions applicable to the founders' shares of Common Stock.

(h) Proprietary Information and Inventions Assignment Agreement. Reviewing the form of Proprietary Information and Inventions Assignment Agreement ("PIIA") to be entered into by key employees of the Company, to ensure adequate protection of the Company's intellectual property and proprietary information for the benefit of the investors.

(i) Indemnification Agreement. Reviewing the form of Indemnification Agreement to be entered into between the Company and David Hargrove, Cobalt's designated member of the Company's board of directors, to ensure that adequate indemnification, advancement, and insurance protections are in place.

(j) Escrow Agreement. Reviewing or preparing the Escrow Agreement to be entered into with Granite Trust Company, N.A. (the "Escrow Agent"), which will govern the deposit, holding, and disbursement of investment funds in connection with the closing of the Transaction.

(k) Convertible Note Conversion Analysis. Analyzing the mechanics of the conversion of outstanding convertible promissory notes into shares of Series Seed Preferred Stock (or shadow series thereof) at the closing of the Transaction. The outstanding convertible notes have an aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000) and were issued to Dr. Margaret Liu and Clearwater Bridge Associates, LLC. The analysis will include a review of conversion pricing, discount and cap provisions, accrued interest calculations, and the resulting number of shares issuable upon conversion.

(l) Cap Table Analysis. Preparing a capitalization table analysis reflecting the Company's fully diluted capitalization on both a pre-financing and post-financing basis, inclusive of the conversion of outstanding convertible notes, the issuance of Series Seed Preferred Stock, and any reserved shares under the Company's equity incentive plan.

(m) Tax Structuring Considerations. Analyzing tax structuring considerations applicable to the Transaction, including an assessment of the Company's eligibility and the Client's eligibility to satisfy the requirements for Qualified Small Business Stock ("QSBS") treatment under Section 1202 of the Internal Revenue Code of 1986, as amended (the "Code"), and related provisions, and advising the Client regarding steps that may be taken to preserve or enhance QSBS eligibility.

(n) Data Privacy and Security Diligence. Assessing the Company's data privacy and security practices as they relate to the MeridianPulse platform and the Company's operations, including compliance with HIPAA and applicable state data privacy and data breach notification laws, and providing the Client with a summary of findings and risk assessment.

(o) Closing Deliverables. Reviewing the following closing deliverables to be delivered at or prior to the closing of the Transaction:

(i) Secretary's Certificate of Meridian Diagnostics, Inc.;

(ii) Compliance Certificate of the Company;

(iii) Officer's Certificate executed by an authorized officer of the Company;

(iv) Certificates of Good Standing for the Company from the Secretary of State of the State of Delaware and the Secretary of the Commonwealth of Massachusetts; and

(v) Legal Opinion of Whitfield & Ames LLP, counsel to the Company, addressed to the investors and covering customary matters.

(p) Closing Coordination. Preparing the closing checklist, the closing funds flow memorandum, and wire transfer instructions, and coordinating the closing process with all transaction parties and their respective counsel.

(q) Securities Law Compliance. Advising the Client regarding compliance with Regulation D under the Securities Act of 1933, as amended, including Rule 506(b) thereunder; preparing or reviewing the Form D to be filed with the U.S. Securities and Exchange Commission; and preparing or coordinating blue sky (state securities law) filings in the states of California, Massachusetts, New York, and Texas, as applicable.

(r) Coordination with Company Counsel. Coordinating with Whitfield & Ames LLP, counsel to Meridian, through the closing of the Transaction, including the exchange of drafts, negotiation of open issues, resolution of due diligence items, and coordination of closing mechanics.

(s) Ancillary Closing Documents. Preparing or reviewing all other ancillary closing documents and instruments reasonably necessary to effectuate the Transaction.

Limitations on Scope. The scope of this engagement does not include any of the following: (i) any post-closing operational legal services for the Client or the Company; (ii) ongoing corporate governance counsel for the Company or any member of its board of directors; or (iii) representation of the Client, the Company, or any other party in any dispute, litigation, arbitration, or regulatory proceeding arising from or related to the Transaction, except as may be separately agreed in writing between the Firm and the Client. In the event additional legal services beyond the scope described above become necessary or desirable, the Firm and the Client will discuss and agree upon the scope, terms, and fee arrangements for such additional services in a separate written agreement or amendment to this Engagement Letter.

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 overall supervision of the matter, participate in key negotiations, and serve as the primary point of contact for the Client. Mr. Ostrowski has extensive experience advising venture capital funds and their portfolio companies in connection with early-stage financings, with particular expertise in data privacy and security diligence for companies in the health technology and diagnostics sectors.

Rachel Bernstein, Partner (Privacy & Data Security Practice Group) — Ms. Bernstein will serve as the Billing Partner for this engagement. She will be responsible for billing matters and fee arrangements and will participate in substantive aspects of the engagement as needed. Ms. Bernstein has broad experience in venture capital and emerging growth company transactions.

Garrett Simmons, Associate — Mr. Simmons will serve as the Lead Associate on this matter. He will have primary responsibility for the drafting and negotiation of the transaction documents, tax structuring analysis (including QSBS eligibility), and analysis of the convertible note conversion mechanics. Mr. Simmons will work under the direct supervision of Mr. Ostrowski.

Leila Nazari, Associate — Ms. Nazari will serve as a Working Associate on this matter. She will support the engagement team with respect to cap table analysis, preparation and coordination of regulatory filings (including the Form D and blue sky filings), preparation of the closing checklist, and funds flow coordination. Ms. Nazari will work under the direct supervision of Mr. Ostrowski and Mr. Simmons.

The Firm may assign additional attorneys or professional staff (including paralegals and legal assistants) as the needs of the engagement require. The Client will be notified of any material changes in the staffing of this engagement, including the assignment of any additional partner or the departure of any key personnel identified above.

We understand that the Client's primary internal contact for this engagement will be Morgan Tsai, Vice President of Legal Affairs, Cobalt Ventures LP. Unless the Client instructs us otherwise, we will direct our communications regarding the Transaction to Ms. Tsai. We ask that the Client designate any additional individuals who should receive copies of our communications or who are authorized to provide instructions to the Firm on behalf of the Client.

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 efficiencies of a coordinated team approach.

Based on our understanding of the anticipated scope and complexity of the Transaction, the Firm estimates that total legal fees for this engagement will fall in the range of Eighty-Five Thousand Dollars ($85,000) to One Hundred Ten Thousand Dollars ($110,000). This estimate takes into account the anticipated volume of due diligence, the number and complexity of the transaction documents, the involvement of multiple co-investors and the related coordination efforts, the convertible note conversion analysis, and the regulatory filings associated with the Transaction.

This estimate is provided for planning purposes only and does not constitute a cap, ceiling, fixed fee, or guarantee of the total fees that will be incurred in connection with this engagement. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to: the complexity and duration of negotiations with the Company and its counsel; unexpected due diligence findings that require additional analysis or investigation; changes in the scope or structure of the Transaction; the number and nature of issues raised by co-investors; delays in the transaction timeline; and the extent of revisions to transaction documents. We will endeavor to keep the Client informed of the status of fees as the engagement progresses and will promptly notify the Client if it appears that fees will materially exceed the estimated range.

Invoices will be rendered monthly, reflecting the fees and expenses incurred during the preceding calendar month. Each invoice will include a summary of the services performed, the time spent by each timekeeper, and the applicable charges. Invoices are due and payable within thirty (30) days of receipt by the Client.

The Firm reserves the right to adjust its hourly rates from time to time. Any such adjustment will be made upon not less than thirty (30) days' prior written notice to the Client and will apply only to services rendered after the effective date of the adjustment.

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 governmental charges;

(d) travel expenses, if any, including airfare, lodging, ground transportation, and meals, incurred in connection with travel reasonably necessary for the engagement (e.g., travel to Cambridge, Massachusetts for due diligence or closing meetings);

(e) document reproduction, printing, and binding costs; and

(f) third-party database and research service charges, including charges for online legal research, patent and trademark database searches, and similar services.

All expenses will be itemized on each monthly invoice. The Firm will use reasonable efforts to manage expenses prudently and will seek the Client's prior approval for any individual expense exceeding Five Hundred Dollars ($500.00), except for routine filing fees and charges.

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 Transaction, subject to a reimbursement cap of Fifty Thousand Dollars ($50,000).

Accordingly, the first Fifty Thousand Dollars ($50,000) of the Firm's fees and expenses incurred in connection with this engagement is expected to be borne by the Company at the closing of the Transaction, pursuant to the terms of the Stock Purchase Agreement. This reimbursement will be effectuated at or promptly following the closing, either by direct payment from the Company to the Firm or by offset against the investment proceeds, as the parties may agree.

Any fees and expenses incurred by the Firm in excess of the Fifty Thousand Dollar ($50,000) reimbursement cap will remain the sole responsibility of Cobalt Ventures LP and/or Cobalt Ventures Fund III, LP. The Client acknowledges that fees and expenses in excess of the cap are possible, particularly if the Transaction encounters unexpected complexity, extended negotiations, or significant due diligence issues.

The Firm will cooperate with the Client and, as directed by the Client, with the Company and its counsel, to facilitate the reimbursement process at closing, including by providing appropriate invoices, summaries, and supporting documentation as may be reasonably required.

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 competently in connection with the Transaction.

In the event that an actual or potential conflict of interest arises during the course of this representation, the Firm will promptly notify the Client and take appropriate steps to address the conflict. Such steps may include, depending on the nature and severity of the conflict, seeking the Client's informed written consent to continued representation (with or without conditions), implementing an ethical wall or other screening procedures within the Firm, or, if the conflict cannot be resolved through waiver or other appropriate measures, withdrawing from the engagement in whole or in part.

The Client acknowledges that the Firm is a multi-practice law firm with a diverse client base. The Firm may currently represent, or may in the future undertake representation of, other clients in matters unrelated to this Transaction, including clients who may be investors in, co-investors with, or otherwise engage in business with, early-stage companies in the life sciences, diagnostics, biotechnology, or health technology sectors. The Firm's representation of such other clients will not, in and of itself, constitute a conflict of interest with respect to this engagement, provided that such other representations do not involve the specific subject matter of this Transaction or create a direct adversity to the Client's interests in this Transaction.

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 information.

Confidential information will not be disclosed to third parties except: (a) as authorized by the Client, whether through express written authorization or through the Client's consent to the ordinary course conduct of the Transaction; (b) as required by law, court order, subpoena, or governmental regulation; or (c) as impliedly authorized in order to carry out the representation.

The Client acknowledges and agrees that, in the ordinary course of effectuating the Transaction, it will be necessary for the Firm to share certain Client information — including, without limitation, investment terms, fund structure information, and negotiating positions — with the following parties and their personnel:

(a) Whitfield & Ames LLP, counsel to Meridian Diagnostics, Inc.;

(b) Graystone & Pallister CPAs, LLP, auditors or tax advisors to Cobalt or the Company, as applicable;

(d) Ledgermark Transfer Services, Inc., the transfer agent for Meridian; and

(e) other transaction parties (including co-investors and their counsel) as reasonably necessary to effectuate the Transaction.

All such disclosures will be made subject to the Client's prior authorization, which may be granted on a general or specific basis. We will exercise professional judgment in determining the scope of disclosures necessary to advance the Client's interests and will consult with the Client regarding any disclosure that is unusual, sensitive, or beyond the scope of ordinary transaction communications.

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 following the conclusion of the engagement. The Firm will retain copies of such documents, as well as copies of correspondence, memoranda, work product, and other materials generated in connection with the engagement, for its records and for compliance with applicable professional responsibility rules.

Following the expiration of the Firm's applicable retention period (currently ten years from the date of the conclusion of the engagement, subject to change in accordance with the Firm's policies), the Firm may destroy retained files and records without further notice to or authorization from the Client, unless the Client has requested return of its files prior to such date. The Firm will provide the Client with reasonable notice prior to any destruction of files to afford the Client an opportunity to request return of any materials it wishes to retain.

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 take reasonable steps to protect the Client's interests.

In the event of termination by either party, the Client will remain responsible for the payment of all fees and expenses incurred through the effective date of termination, in accordance with the terms set forth in Sections 5 and 6 of this Engagement Letter. The Firm will render a final invoice reflecting all outstanding fees and expenses, which will be due and payable within thirty (30) days of receipt.

Upon termination, the Firm will take reasonable steps to protect the Client's interests, including cooperating in the orderly transition of the engagement to successor counsel if requested by the Client, providing successor counsel with copies of relevant files and work product, and taking such other actions as may be reasonably necessary to avoid prejudice to the Client's interests.

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 inherent uncertainties, and the outcome of any transaction, negotiation, or proceeding depends on range factors, many of which are beyond the control of legal counsel.

The Firm's advice is based on the facts and circumstances known to us and the law in effect at the time such advice is rendered. Changes in applicable law, regulations, or interpretive guidance, or the discovery of new facts or circumstances, may affect the applicability or accuracy of advice previously provided. The Firm undertakes no obligation to update or supplement previously rendered advice except as may be required in the ordinary course of a then-active engagement.

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 and federal courts located in Santa Clara County, California.

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 developments that may affect the timeline. We note that the target for a simultaneous sign-and-close on February 9, 2026 assumes the timely completion of due diligence, resolution of all open negotiation points, and the readiness of all closing deliverables and conditions. Delays in any of these areas may necessitate an adjustment to the closing date.

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 countersign this letter in the space provided below and return a signed copy to us at your earliest convenience. A duplicate original of this letter is enclosed for your records.

Please do not hesitate to contact Kevin Ostrowski at (650) 555-3412 or kostrowski@calderwoodharkness.com, or Rachel Bernstein at (650) 555-3418 or rbernstein@calderwoodharkness.com, should you have any questions regarding this letter or the engagement.

We look forward to a productive and successful collaboration.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Kevin Ostrowski, Partner

By: ________

Rachel Bernstein, Partner

ACKNOWLEDGED AND AGREED:

COBALT VENTURES LP

By: Cobalt Ventures GP III, LLC, its General Partner

By: ________

Name: Elaine Cho

Title: Managing Partner

Date: ________

With a copy to:

Morgan Tsai Vice President of Legal Affairs Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025

Email: mtsai@cobaltventures.com

Enc.: Duplicate original for countersignature and return

Milestone	Target Date
Engagement opened	December 3, 2025
Target term sheet execution	December 18, 2025
Due diligence commencement	January 6, 2026
Due diligence completion target	January 31, 2026
Target signing and closing (simultaneous sign-and-close)	February 9, 2026
Form D filing deadline (SEC)	February 24, 2026
Blue sky filings (CA, MA, NY, TX)	Per applicable state deadlines following closing

CALDERWOOD & HARKNESS LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 Telephone: (650) 555-3400 Facsimile: (650) 555-3401 www.calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
December 3, 2025
Morgan Tsai Vice President of Legal Affairs Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Re: Engagement of Calderwood & Harkness LLP in connection with the Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.
Matter Number: 1004-00001
Dear Ms. Tsai:
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 team on this transaction.
As we understand it, Cobalt Ventures Fund III, LP ("Fund III"), a Delaware limited partnership and the investing vehicle for this transaction, is committing Seven Million Two Hundred Thousand Dollars ($7,200,000), representing approximately sixty percent (60.0%) of the round, as the lead investor in a Twelve Million Dollar ($12,000,000) Series Seed Preferred Stock financing round in Meridian (the "Transaction"). The general partner of Fund III is Cobalt Ventures GP III, LLC, a Delaware limited liability company.
Meridian Diagnostics, Inc. is a Delaware C-corporation headquartered in Cambridge, Massachusetts. As we understand it, the Company is developing the MeridianPulse point-of-care diagnostics platform, a technology platform designed for rapid diagnostic testing at the point of care. The Company is at an early stage of development, and this Series Seed Preferred Stock financing represents the Company's first priced equity round.
This letter (the "Engagement Letter") sets forth the terms and conditions of the Firm's engagement to represent the Client in connection with the Transaction. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 15 below. Our engagement will be deemed effective as of the date first written above, subject to your countersignature.
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 LP and Cobalt Ventures Fund III, LP, unless the context otherwise requires.
The Firm does not represent any co-investors participating in the Transaction, including without limitation: (a) Pinewood Health Ventures, LLC; (b) Thornfield Capital Partners, LP; or (c) Atlas Point Angel Syndicate, LLC. Each of these co-investors should retain its own independent legal counsel to the extent it deems necessary or advisable. While the Firm may coordinate with counsel to such co-investors in the ordinary course of the Transaction, the Firm owes no duties of representation, loyalty, or confidentiality to any co-investor.
Furthermore, the Firm does not represent Meridian Diagnostics, Inc., its founders (including Dr. Priya Ramaswamy and Dr. Julian Ochoa), its officers, directors, employees, or any other party to the Transaction. Meridian is represented by its own independent counsel, Whitfield & Ames LLP, located in Boston, Massachusetts. Any communications between the Firm and Whitfield & Ames LLP, or between the Firm and the Company or its personnel, will be undertaken solely in furtherance of the Client's interests and for the purpose of effectuating the Transaction on behalf of the Client.
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 analysis across the following key areas: corporate formation and organizational documents; capitalization and prior equity and debt issuances; intellectual property (including patents, patent applications, trademarks, copyrights, trade secrets, and open source software usage); material contracts and commercial agreements; regulatory compliance matters relevant to the Company's diagnostics business; employment and independent contractor arrangements, including offer letters, employment agreements, and consulting agreements; and data privacy and security practices, with particular attention to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and its implementing regulations, as applicable to the MeridianPulse platform.
(b) Stock Purchase Agreement. Negotiating, drafting, and reviewing the Series Seed Preferred Stock Purchase Agreement and the related Schedule of Investors, which will set forth the terms and conditions of the purchase and sale of the Series Seed Preferred Stock and identify each investor and its respective investment amount.
(c) Certificate of Incorporation. Drafting and reviewing the Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc., which will set forth the rights, preferences, privileges, and restrictions applicable to the Series Seed Preferred Stock, including liquidation preferences, anti-dilution protections, conversion rights, dividend rights, and protective provisions.
(d) Ancillary Investor Agreements. Negotiating and drafting the following ancillary agreements among the investors, the Company, and in certain cases the founders:
(i) the Investors' Rights Agreement, including registration rights, information rights, participation rights, and related provisions;
(ii) the Right of First Refusal and Co-Sale Agreement, addressing the Company's and the investors' rights in connection with proposed transfers of Company capital stock by founders and other key holders; and
(iii) the Voting Agreement, including provisions relating to the composition of the Company's board of directors, drag-along rights, and related voting arrangements.
(e) Cobalt Side Letter. Negotiating and drafting a side letter between Cobalt (through Fund III) and the Company (the "Cobalt Side Letter"), which is expected to include the following provisions: most favored nation ("MFN") rights; additional information rights beyond those contained in the Investors' Rights Agreement; board observer rights for a designee of Cobalt; a data privacy audit right enabling Cobalt to conduct or commission periodic audits of the Company's data privacy and security practices; and an expenditure consent right with respect to certain categories of Company expenditures above agreed thresholds.
(f) Review of Pinewood Side Letter. Reviewing the side letter to be entered into between Pinewood Health Ventures, LLC and the Company (the "Pinewood Side Letter") for purposes of assessing consistency with Cobalt's rights and the MFN provisions in the Cobalt Side Letter.
(g) Founder Stock Restriction Agreements. Preparing or reviewing the Founder Stock Restriction Agreements for each of Dr. Priya Ramaswamy and Dr. Julian Ochoa, the Company's co-founders, which will set forth vesting schedules, repurchase rights, and related transfer restrictions applicable to the founders' shares of Common Stock.
(h) Proprietary Information and Inventions Assignment Agreement. Reviewing the form of Proprietary Information and Inventions Assignment Agreement ("PIIA") to be entered into by key employees of the Company, to ensure adequate protection of the Company's intellectual property and proprietary information for the benefit of the investors.
(i) Indemnification Agreement. Reviewing the form of Indemnification Agreement to be entered into between the Company and David Hargrove, Cobalt's designated member of the Company's board of directors, to ensure that adequate indemnification, advancement, and insurance protections are in place.
(j) Escrow Agreement. Reviewing or preparing the Escrow Agreement to be entered into with Granite Trust Company, N.A. (the "Escrow Agent"), which will govern the deposit, holding, and disbursement of investment funds in connection with the closing of the Transaction.
(k) Convertible Note Conversion Analysis. Analyzing the mechanics of the conversion of outstanding convertible promissory notes into shares of Series Seed Preferred Stock (or shadow series thereof) at the closing of the Transaction. The outstanding convertible notes have an aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000) and were issued to Dr. Margaret Liu and Clearwater Bridge Associates, LLC. The analysis will include a review of conversion pricing, discount and cap provisions, accrued interest calculations, and the resulting number of shares issuable upon conversion.
(l) Cap Table Analysis. Preparing a capitalization table analysis reflecting the Company's fully diluted capitalization on both a pre-financing and post-financing basis, inclusive of the conversion of outstanding convertible notes, the issuance of Series Seed Preferred Stock, and any reserved shares under the Company's equity incentive plan.
(m) Tax Structuring Considerations. Analyzing tax structuring considerations applicable to the Transaction, including an assessment of the Company's eligibility and the Client's eligibility to satisfy the requirements for Qualified Small Business Stock ("QSBS") treatment under Section 1202 of the Internal Revenue Code of 1986, as amended (the "Code"), and related provisions, and advising the Client regarding steps that may be taken to preserve or enhance QSBS eligibility.
(n) Data Privacy and Security Diligence. Assessing the Company's data privacy and security practices as they relate to the MeridianPulse platform and the Company's operations, including compliance with HIPAA and applicable state data privacy and data breach notification laws, and providing the Client with a summary of findings and risk assessment.
(o) Closing Deliverables. Reviewing the following closing deliverables to be delivered at or prior to the closing of the Transaction:
(i) Secretary's Certificate of Meridian Diagnostics, Inc.;
(ii) Compliance Certificate of the Company;
(iii) Officer's Certificate executed by an authorized officer of the Company;
(iv) Certificates of Good Standing for the Company from the Secretary of State of the State of Delaware and the Secretary of the Commonwealth of Massachusetts; and
(v) Legal Opinion of Whitfield & Ames LLP, counsel to the Company, addressed to the investors and covering customary matters.
(p) Closing Coordination. Preparing the closing checklist, the closing funds flow memorandum, and wire transfer instructions, and coordinating the closing process with all transaction parties and their respective counsel.
(q) Securities Law Compliance. Advising the Client regarding compliance with Regulation D under the Securities Act of 1933, as amended, including Rule 506(b) thereunder; preparing or reviewing the Form D to be filed with the U.S. Securities and Exchange Commission; and preparing or coordinating blue sky (state securities law) filings in the states of California, Massachusetts, New York, and Texas, as applicable.
(r) Coordination with Company Counsel. Coordinating with Whitfield & Ames LLP, counsel to Meridian, through the closing of the Transaction, including the exchange of drafts, negotiation of open issues, resolution of due diligence items, and coordination of closing mechanics.
(s) Ancillary Closing Documents. Preparing or reviewing all other ancillary closing documents and instruments reasonably necessary to effectuate the Transaction.
Limitations on Scope. The scope of this engagement does not include any of the following: (i) any post-closing operational legal services for the Client or the Company; (ii) ongoing corporate governance counsel for the Company or any member of its board of directors; or (iii) representation of the Client, the Company, or any other party in any dispute, litigation, arbitration, or regulatory proceeding arising from or related to the Transaction, except as may be separately agreed in writing between the Firm and the Client. In the event additional legal services beyond the scope described above become necessary or desirable, the Firm and the Client will discuss and agree upon the scope, terms, and fee arrangements for such additional services in a separate written agreement or amendment to this Engagement Letter.
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 overall supervision of the matter, participate in key negotiations, and serve as the primary point of contact for the Client. Mr. Ostrowski has extensive experience advising venture capital funds and their portfolio companies in connection with early-stage financings, with particular expertise in data privacy and security diligence for companies in the health technology and diagnostics sectors.
Rachel Bernstein, Partner (Privacy & Data Security Practice Group) — Ms. Bernstein will serve as the Billing Partner for this engagement. She will be responsible for billing matters and fee arrangements and will participate in substantive aspects of the engagement as needed. Ms. Bernstein has broad experience in venture capital and emerging growth company transactions.
Garrett Simmons, Associate — Mr. Simmons will serve as the Lead Associate on this matter. He will have primary responsibility for the drafting and negotiation of the transaction documents, tax structuring analysis (including QSBS eligibility), and analysis of the convertible note conversion mechanics. Mr. Simmons will work under the direct supervision of Mr. Ostrowski.
Leila Nazari, Associate — Ms. Nazari will serve as a Working Associate on this matter. She will support the engagement team with respect to cap table analysis, preparation and coordination of regulatory filings (including the Form D and blue sky filings), preparation of the closing checklist, and funds flow coordination. Ms. Nazari will work under the direct supervision of Mr. Ostrowski and Mr. Simmons.
The Firm may assign additional attorneys or professional staff (including paralegals and legal assistants) as the needs of the engagement require. The Client will be notified of any material changes in the staffing of this engagement, including the assignment of any additional partner or the departure of any key personnel identified above.
We understand that the Client's primary internal contact for this engagement will be Morgan Tsai, Vice President of Legal Affairs, Cobalt Ventures LP. Unless the Client instructs us otherwise, we will direct our communications regarding the Transaction to Ms. Tsai. We ask that the Client designate any additional individuals who should receive copies of our communications or who are authorized to provide instructions to the Firm on behalf of the Client.
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 efficiencies of a coordinated team approach.
Based on our understanding of the anticipated scope and complexity of the Transaction, the Firm estimates that total legal fees for this engagement will fall in the range of Eighty-Five Thousand Dollars ($85,000) to One Hundred Ten Thousand Dollars ($110,000). This estimate takes into account the anticipated volume of due diligence, the number and complexity of the transaction documents, the involvement of multiple co-investors and the related coordination efforts, the convertible note conversion analysis, and the regulatory filings associated with the Transaction.
This estimate is provided for planning purposes only and does not constitute a cap, ceiling, fixed fee, or guarantee of the total fees that will be incurred in connection with this engagement. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to: the complexity and duration of negotiations with the Company and its counsel; unexpected due diligence findings that require additional analysis or investigation; changes in the scope or structure of the Transaction; the number and nature of issues raised by co-investors; delays in the transaction timeline; and the extent of revisions to transaction documents. We will endeavor to keep the Client informed of the status of fees as the engagement progresses and will promptly notify the Client if it appears that fees will materially exceed the estimated range.
Invoices will be rendered monthly, reflecting the fees and expenses incurred during the preceding calendar month. Each invoice will include a summary of the services performed, the time spent by each timekeeper, and the applicable charges. Invoices are due and payable within thirty (30) days of receipt by the Client.
The Firm reserves the right to adjust its hourly rates from time to time. Any such adjustment will be made upon not less than thirty (30) days' prior written notice to the Client and will apply only to services rendered after the effective date of the adjustment.
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 governmental charges;
(c) overnight courier and delivery charges;
(d) travel expenses, if any, including airfare, lodging, ground transportation, and meals, incurred in connection with travel reasonably necessary for the engagement (e.g., travel to Cambridge, Massachusetts for due diligence or closing meetings);
(e) document reproduction, printing, and binding costs; and
(f) third-party database and research service charges, including charges for online legal research, patent and trademark database searches, and similar services.
All expenses will be itemized on each monthly invoice. The Firm will use reasonable efforts to manage expenses prudently and will seek the Client's prior approval for any individual expense exceeding Five Hundred Dollars ($500.00), except for routine filing fees and charges.
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 Transaction, subject to a reimbursement cap of Fifty Thousand Dollars ($50,000).
Accordingly, the first Fifty Thousand Dollars ($50,000) of the Firm's fees and expenses incurred in connection with this engagement is expected to be borne by the Company at the closing of the Transaction, pursuant to the terms of the Stock Purchase Agreement. This reimbursement will be effectuated at or promptly following the closing, either by direct payment from the Company to the Firm or by offset against the investment proceeds, as the parties may agree.
Any fees and expenses incurred by the Firm in excess of the Fifty Thousand Dollar ($50,000) reimbursement cap will remain the sole responsibility of Cobalt Ventures LP and/or Cobalt Ventures Fund III, LP. The Client acknowledges that fees and expenses in excess of the cap are possible, particularly if the Transaction encounters unexpected complexity, extended negotiations, or significant due diligence issues.
The Firm will cooperate with the Client and, as directed by the Client, with the Company and its counsel, to facilitate the reimbursement process at closing, including by providing appropriate invoices, summaries, and supporting documentation as may be reasonably required.
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 competently in connection with the Transaction.
In the event that an actual or potential conflict of interest arises during the course of this representation, the Firm will promptly notify the Client and take appropriate steps to address the conflict. Such steps may include, depending on the nature and severity of the conflict, seeking the Client's informed written consent to continued representation (with or without conditions), implementing an ethical wall or other screening procedures within the Firm, or, if the conflict cannot be resolved through waiver or other appropriate measures, withdrawing from the engagement in whole or in part.
The Client acknowledges that the Firm is a multi-practice law firm with a diverse client base. The Firm may currently represent, or may in the future undertake representation of, other clients in matters unrelated to this Transaction, including clients who may be investors in, co-investors with, or otherwise engage in business with, early-stage companies in the life sciences, diagnostics, biotechnology, or health technology sectors. The Firm's representation of such other clients will not, in and of itself, constitute a conflict of interest with respect to this engagement, provided that such other representations do not involve the specific subject matter of this Transaction or create a direct adversity to the Client's interests in this Transaction.
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 information.
Confidential information will not be disclosed to third parties except: (a) as authorized by the Client, whether through express written authorization or through the Client's consent to the ordinary course conduct of the Transaction; (b) as required by law, court order, subpoena, or governmental regulation; or (c) as impliedly authorized in order to carry out the representation.
The Client acknowledges and agrees that, in the ordinary course of effectuating the Transaction, it will be necessary for the Firm to share certain Client information — including, without limitation, investment terms, fund structure information, and negotiating positions — with the following parties and their personnel:
(a) Whitfield & Ames LLP, counsel to Meridian Diagnostics, Inc.;
(b) Graystone & Pallister CPAs, LLP, auditors or tax advisors to Cobalt or the Company, as applicable;
(c) Granite Trust Company, N.A., the escrow agent for the Transaction;
(d) Ledgermark Transfer Services, Inc., the transfer agent for Meridian; and
(e) other transaction parties (including co-investors and their counsel) as reasonably necessary to effectuate the Transaction.
All such disclosures will be made subject to the Client's prior authorization, which may be granted on a general or specific basis. We will exercise professional judgment in determining the scope of disclosures necessary to advance the Client's interests and will consult with the Client regarding any disclosure that is unusual, sensitive, or beyond the scope of ordinary transaction communications.
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 following the conclusion of the engagement. The Firm will retain copies of such documents, as well as copies of correspondence, memoranda, work product, and other materials generated in connection with the engagement, for its records and for compliance with applicable professional responsibility rules.
Following the expiration of the Firm's applicable retention period (currently ten years from the date of the conclusion of the engagement, subject to change in accordance with the Firm's policies), the Firm may destroy retained files and records without further notice to or authorization from the Client, unless the Client has requested return of its files prior to such date. The Firm will provide the Client with reasonable notice prior to any destruction of files to afford the Client an opportunity to request return of any materials it wishes to retain.
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 take reasonable steps to protect the Client's interests.
In the event of termination by either party, the Client will remain responsible for the payment of all fees and expenses incurred through the effective date of termination, in accordance with the terms set forth in Sections 5 and 6 of this Engagement Letter. The Firm will render a final invoice reflecting all outstanding fees and expenses, which will be due and payable within thirty (30) days of receipt.
Upon termination, the Firm will take reasonable steps to protect the Client's interests, including cooperating in the orderly transition of the engagement to successor counsel if requested by the Client, providing successor counsel with copies of relevant files and work product, and taking such other actions as may be reasonably necessary to avoid prejudice to the Client's interests.
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 inherent uncertainties, and the outcome of any transaction, negotiation, or proceeding depends on range factors, many of which are beyond the control of legal counsel.
The Firm's advice is based on the facts and circumstances known to us and the law in effect at the time such advice is rendered. Changes in applicable law, regulations, or interpretive guidance, or the discovery of new facts or circumstances, may affect the applicability or accuracy of advice previously provided. The Firm undertakes no obligation to update or supplement previously rendered advice except as may be required in the ordinary course of a then-active engagement.
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 and federal courts located in Santa Clara County, California.
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 developments that may affect the timeline. We note that the target for a simultaneous sign-and-close on February 9, 2026 assumes the timely completion of due diligence, resolution of all open negotiation points, and the readiness of all closing deliverables and conditions. Delays in any of these areas may necessitate an adjustment to the closing date.
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 countersign this letter in the space provided below and return a signed copy to us at your earliest convenience. A duplicate original of this letter is enclosed for your records.
Please do not hesitate to contact Kevin Ostrowski at (650) 555-3412 or kostrowski@calderwoodharkness.com, or Rachel Bernstein at (650) 555-3418 or rbernstein@calderwoodharkness.com, should you have any questions regarding this letter or the engagement.
We look forward to a productive and successful collaboration.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Kevin Ostrowski, Partner
By: ________
Rachel Bernstein, Partner
ACKNOWLEDGED AND AGREED:
COBALT VENTURES LP
By: Cobalt Ventures GP III, LLC, its General Partner
By: ________
Name: Elaine Cho
Title: Managing Partner
Date: ________
With a copy to:
Morgan Tsai Vice President of Legal Affairs Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Email: mtsai@cobaltventures.com
Enc.: Duplicate original for countersignature and return
Milestone | Target Date
Engagement opened | December 3, 2025
Target term sheet execution | December 18, 2025
Due diligence commencement | January 6, 2026
Due diligence completion target | January 31, 2026
Target signing and closing (simultaneous sign-and-close) | February 9, 2026
Form D filing deadline (SEC) | February 24, 2026
Blue sky filings (CA, MA, NY, TX) | Per applicable state deadlines following closing

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

COBALT VENTURES LP

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