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FOUNDER STOCK RESTRICTION AGREEMENT

by and between

MERIDIAN DIAGNOSTICS, INC.

and

DR. JULIAN OCHOA

Dated as of February 9, 2026

FOUNDER STOCK RESTRICTION AGREEMENT

This Founder Stock Restriction Agreement (this "Agreement") is entered into as of February 9, 2026 (the "Effective Date"), by and between Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and Dr. Julian Ochoa, an individual (the "Founder"). The Company and Founder are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company was incorporated in the State of Delaware on June 15, 2023, and is engaged in the business of developing, manufacturing, and commercializing advanced diagnostic technologies and related products and services;

WHEREAS, Founder is a co-founder of the Company, serving as the Company's Chief Technology Officer, and currently holds 3,500,000 shares of Common Stock, par value $0.0001 per share, of the Company (the "Restricted Shares"), which shares were originally issued to Founder in connection with the founding of the Company;

WHEREAS, in connection with the Series Seed Preferred Stock financing of the Company pursuant to that certain Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026, by and among the Company and the investors listed on the schedule of purchasers attached thereto (the "Purchase Agreement"), the investors party thereto have required, as a condition to the closing of the transactions contemplated by the Purchase Agreement, that the Founder enter into this Agreement to subject the Restricted Shares to the vesting and repurchase provisions set forth herein;

WHEREAS, the Company and Founder desire to promote the long-term interests of the Company and its stockholders by providing Founder with a continued incentive to remain with the Company and to contribute to the growth and success of its business; and

WHEREAS, Founder acknowledges that the execution and delivery of this Agreement is a material inducement to the investors' willingness to consummate the transactions contemplated by the Purchase Agreement, and that such investors are intended third-party beneficiaries of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the closing of the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

(a) "Board" means the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation and Bylaws, as each may be amended or restated.

(b) "Cause" means the occurrence of any one or more of the following events, as determined in good faith by a majority of the members of the Board (excluding Founder, if Founder is then serving as a member of the Board): (i) Founder's willful misconduct or gross negligence in the performance of Founder's duties to the Company; (ii) Founder's material breach of any fiduciary duty owed to the Company or its stockholders; (iii) Founder's conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude, fraud, dishonesty, or embezzlement; (iv) Founder's commission of any act of fraud, dishonesty, or misappropriation against the Company or any of its subsidiaries; (v) Founder's material breach of any agreement between Founder and the Company, including but not limited to the Proprietary Information and Inventions Assignment Agreement dated as of February 9, 2026, between Founder and the Company (the "PIIA"), which breach, if curable, remains uncured for a period of thirty (30) days following written notice from the Company to Founder specifying such breach in reasonable detail; (vi) Founder's willful failure or refusal to perform Founder's material duties and responsibilities as reasonably directed by the Board, which failure or refusal, if curable, remains uncured for a period of thirty (30) days following written notice from the Company to Founder specifying such failure or refusal; or (vii) Founder's material violation of any written policy of the Company, including but not limited to policies relating to harassment, discrimination, workplace conduct, or substance abuse, which violation, if curable, remains uncured for a period of thirty (30) days following written notice from the Company to Founder specifying such violation.

(c) "Common Stock" means shares of Common Stock, par value $0.0001 per share, of the Company, as described in the Company's Certificate of Incorporation, as the same may be amended or restated from time to time.

(d) "Company" means Meridian Diagnostics, Inc., a Delaware corporation, with its principal office located at 225 Binney Street, Suite 400, Cambridge, MA 02142, and its successors and permitted assigns.

(e) "Disability" means Founder's inability to perform the essential functions of Founder's position with the Company, with or without reasonable accommodation, due to a physical or mental impairment, for a period of ninety (90) consecutive calendar days or for a cumulative period of one hundred twenty (120) calendar days within any twelve (12)-month period, as determined in good faith by the Board based on medical evidence reasonably satisfactory to the Board.

(f) "Founder" means Dr. Julian Ochoa, an individual, and, where the context requires, Founder's heirs, executors, administrators, personal representatives, and permitted assigns.

(g) "Good Reason" means the occurrence of any one or more of the following events without Founder's prior written consent: (i) a material diminution in Founder's title, duties, responsibilities, or authority with the Company, including, without limitation, the removal of Founder from the position of Chief Technology Officer or a requirement that Founder report to any person other than the Board or the Chief Executive Officer of the Company; (ii) a material reduction in Founder's annual base salary or target bonus opportunity (other than an across-the-board reduction applicable to all similarly situated executives of the Company); (iii) a relocation of Founder's principal place of employment to a location more than fifty (50) miles from the Company's current principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142; or (iv) a material breach by the Company of any agreement between the Company and Founder, including this Agreement or any employment agreement; provided, that no event shall constitute Good Reason unless: (A) Founder provides written notice to the Company of the event or condition giving rise to Good Reason within sixty (60) days of the initial occurrence of such event or condition; (B) the Company fails to cure such event or condition within thirty (30) days following receipt of such written notice; and (C) Founder's Termination occurs within thirty (30) days following the expiration of such cure period.

(h) "Investors' Rights Agreement" means that certain Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company, Founder, and the investors party thereto, as the same may be amended from time to time in accordance with its terms.

(i) "Purchase Agreement" means that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the investors listed on the schedule of purchasers attached thereto, as the same may be amended from time to time in accordance with its terms.

(j) "Repurchase Price" has the meaning set forth in Section 3.2 of this Agreement.

(k) "Restricted Shares" means the 3,500,000 shares of Common Stock held by Founder as of the Effective Date, which shares are subject to the vesting schedule and repurchase provisions set forth in this Agreement. For the avoidance of doubt, the term "Restricted Shares" shall include any shares or securities received by Founder with respect to the Restricted Shares in connection with any stock split, stock dividend, recapitalization, combination, reclassification, or similar event, as provided in Section 7.3 hereof.

(l) "Right of First Refusal and Co-Sale Agreement" means that certain Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, Founder, and the investors party thereto, as the same may be amended from time to time in accordance with its terms.

(m) "Service" means Founder's continuous employment with, or service as an officer, employee, director, or consultant of, the Company or any subsidiary or parent of the Company. For purposes of this Agreement, Service shall not be deemed to have terminated solely by reason of a change in Founder's capacity from one form of Service to another (e.g., from employee to consultant) so long as there is no interruption of Founder's Service. The Board shall have sole discretion to determine whether a leave of absence constitutes a cessation of Service for purposes of this Agreement, subject to applicable law.

(n) "Termination" means the cessation of Founder's Service with the Company for any reason, whether voluntary or involuntary, with or without Cause, including by reason of death or Disability.

(o) "Unvested Shares" means, at any given time, the Restricted Shares that have not yet vested pursuant to the vesting provisions set forth in Article 2 of this Agreement.

(p) "Vested Shares" means, at any given time, the Restricted Shares that have vested pursuant to the vesting provisions set forth in Article 2 of this Agreement.

(q) "Vesting Commencement Date" means June 15, 2023, the date of incorporation of the Company.

(r) "Voting Agreement" means that certain Voting Agreement, dated as of February 9, 2026, by and among the Company, Founder, and the investors party thereto, as the same may be amended from time to time in accordance with its terms.

ARTICLE 2: VESTING OF RESTRICTED SHARES

Section 2.1 — Vesting Schedule. The Restricted Shares shall be subject to vesting in accordance with the schedule set forth in this Section 2.1 and as further summarized in Exhibit A attached hereto. Except as otherwise provided in this Agreement, Founder must remain in continuous Service through each applicable vesting date for the Restricted Shares to vest on such date.

(a) Total Restricted Shares. A total of 3,500,000 shares of Common Stock are subject to the vesting provisions of this Agreement.

(b) Vesting Commencement Date. The vesting of the Restricted Shares shall be measured from the Vesting Commencement Date of June 15, 2023. The Parties acknowledge that the Vesting Commencement Date predates the Effective Date of this Agreement and that such retroactive application is intentional, in recognition of Founder's contributions to the Company from the date of its incorporation.

(c) Cliff Vesting. Twenty-five percent (25%) of the Restricted Shares, equal to 875,000 shares, shall vest on the first anniversary of the Vesting Commencement Date (i.e., June 15, 2024), subject to Founder's continued Service through such date (the "Cliff Date"). No Restricted Shares shall vest prior to the Cliff Date.

(d) Monthly Vesting. Following the Cliff Date, the remaining seventy-five percent (75%) of the Restricted Shares, equal to 2,625,000 shares, shall vest in thirty-six (36) equal monthly installments, with each monthly installment consisting of approximately 72,916.67 shares (calculated as 2,625,000 shares divided by 36 months). Each monthly vesting installment shall vest on the 15th day of each calendar month following the Cliff Date, beginning on July 15, 2024, subject to Founder's continued Service through each such monthly vesting date. For purposes of calculating the number of shares vesting in each monthly installment, fractional shares shall be rounded down to the nearest whole share for each of the first thirty-five (35) monthly installments, and any remaining shares shall vest on the final monthly vesting date so that the total number of Restricted Shares that vest over the entire vesting period equals 3,500,000 shares.

(e) Full Vesting Date. One hundred percent (100%) of the Restricted Shares shall be fully vested on June 15, 2027, the fourth anniversary of the Vesting Commencement Date, subject to Founder's continued Service through such date.

(f) Vesting Period. The aggregate vesting period for all Restricted Shares is four (4) years, measured from the Vesting Commencement Date of June 15, 2023 through June 15, 2027.

Section 2.2 — Vesting Status as of the Date of this Agreement. The Parties acknowledge and agree that, as of the Effective Date of this Agreement (February 9, 2026), the following vesting milestones have been achieved or are applicable:

(a) Approximately thirty-one (31) months and twenty-five (25) days have elapsed since the Vesting Commencement Date of June 15, 2023.

(b) The initial cliff vesting of 875,000 shares occurred on the Cliff Date of June 15, 2024, as Founder has been in continuous Service since the Vesting Commencement Date.

(c) Following the Cliff Date, approximately nineteen (19) full monthly vesting periods have elapsed (covering the monthly vesting dates of July 15, 2024 through January 15, 2026), resulting in the vesting of approximately 1,385,417 additional shares (calculated as 19 monthly installments multiplied by approximately 72,916.67 shares per installment, subject to rounding).

(d) As of the Effective Date, the total approximate number of Vested Shares is approximately 2,260,417 shares (comprising the 875,000 cliff shares and the approximately 1,385,417 monthly vested shares), subject to precise calculation in accordance with the methodology set forth in Section 2.1(d) above.

(e) As of the Effective Date, the total approximate number of Unvested Shares is approximately 1,239,583 shares (calculated as 3,500,000 total Restricted Shares minus the approximately 2,260,417 Vested Shares), subject to precise calculation in accordance with the methodology set forth in Section 2.1(d) above.

(f) The Parties acknowledge and agree that the retroactive application of the Vesting Commencement Date to June 15, 2023, the date of the Company's incorporation, reflects the Parties' mutual intent to credit Founder's Service from the inception of the Company. The Company's records shall be updated to reflect the vesting status set forth in this Section 2.2 as of the Effective Date.

Section 2.3 — Cessation of Vesting. All vesting of the Restricted Shares shall cease immediately upon the date of Founder's Termination for any reason, whether voluntary or involuntary, with or without Cause, and whether by reason of death, Disability, or otherwise. No partial monthly vesting credit shall be given for any month in which Founder's Termination occurs before the applicable monthly vesting date (i.e., the 15th day of such calendar month). For purposes of this Section 2.3, the effective date of Founder's Termination shall be the last date on which Founder is in active Service with the Company, as determined by the Board, unless otherwise required by applicable law.

Section 2.4 — Acceleration Events.

(a) No Single-Trigger Acceleration. Except as otherwise expressly provided in this Section 2.4, there shall be no acceleration of the vesting of the Restricted Shares upon the occurrence of a Change of Control (as defined in Section 2.5) alone, and the vesting of the Restricted Shares shall continue in accordance with the schedule set forth in Section 2.1, subject to the assumption, substitution, or continuation of this Agreement by the surviving or acquiring entity in the Change of Control transaction.

(b) Double-Trigger Acceleration. In the event that, within twelve (12) months following the effective date of a Change of Control, Founder's Service is terminated (i) by the Company (or any successor or acquiring entity) without Cause, or (ii) by Founder for Good Reason, then, effective as of the date of such Termination, fifty percent (50%) of the then-Unvested Shares shall immediately vest and shall no longer be subject to the Repurchase Right set forth in Article 3 of this Agreement. For the avoidance of doubt, this double-trigger acceleration provision shall apply only if both conditions are satisfied: (A) a Change of Control has occurred, and (B) Founder's Service is terminated without Cause or for Good Reason within the twelve (12)-month period immediately following such Change of Control.

(c) Board Discretion. Notwithstanding the foregoing, the Board may, in its sole and absolute discretion, accelerate the vesting of any or all Unvested Shares at any time, whether or not a Change of Control has occurred or is contemplated, and whether or not Founder's Termination has occurred or is anticipated. Any such discretionary acceleration shall be evidenced by a written resolution of the Board.

(d) Application of Repurchase Right. Any acceleration of vesting pursuant to this Section 2.4 shall be subject to Article 3 of this Agreement (Repurchase Right) to the extent that any Restricted Shares remain Unvested at the time of Founder's Termination. For the avoidance of doubt, shares that vest pursuant to the acceleration provisions of this Section 2.4 shall thereafter be treated as Vested Shares and shall not be subject to the Repurchase Right.

Section 2.5 — Change of Control Definition. For purposes of this Agreement, "Change of Control" means the occurrence of any one or more of the following events:

(a) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in one transaction or a series of related transactions;

(b) a merger, consolidation, share exchange, reorganization, or similar business combination transaction involving the Company, in which the stockholders of the Company immediately prior to such transaction hold, immediately following such transaction, less than fifty percent (50%) of the total voting power of the outstanding capital stock of the surviving or resulting entity (or its parent company, if the surviving or resulting entity is a wholly owned subsidiary); or

(c) the acquisition by any person, entity, or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the combined voting power of the then-outstanding capital stock of the Company entitled to vote generally in the election of directors, other than (i) an acquisition directly from the Company, (ii) an acquisition by the Company or any of its subsidiaries, or (iii) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company.

Notwithstanding the foregoing, a Change of Control shall not include (x) a transaction the sole purpose of which is to change the state of the Company's incorporation or form a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction, or (y) any transaction in which the Company issues securities for the primary purpose of raising capital (including, without limitation, any initial public offering of the Company's securities).

ARTICLE 3: COMPANY REPURCHASE RIGHT

Section 3.1 — Repurchase Right. Upon Founder's Termination for any reason (whether voluntary, involuntary, with or without Cause, or by reason of death or Disability), the Company shall have the right, but not the obligation, to repurchase all or any portion of the Unvested Shares as of the date of Termination (the "Repurchase Right"). The Repurchase Right shall be exercisable by the Company (or its assignee, as provided below) for a period of one hundred eighty (180) days following the date of Founder's Termination (the "Repurchase Period"). The Company may exercise the Repurchase Right with respect to all or fewer than all of the Unvested Shares, in its sole discretion. The Repurchase Right may be assigned by the Company, in whole or in part, to one or more stockholders of the Company or to any other person or entity designated by the Board, subject to any restrictions set forth in the Right of First Refusal and Co-Sale Agreement. Any such assignee shall have the same rights and obligations as the Company with respect to the exercise of the Repurchase Right.

Section 3.2 — Repurchase Price. The repurchase price per Unvested Share (the "Repurchase Price") shall be the lower of:

(a) the original cost per share paid by Founder for such shares (i.e., par value of $0.0001 per share, or the price actually paid by Founder, if different, as reflected in the Company's books and records); and

(b) the fair market value per share of Common Stock as of the date of Founder's Termination, as determined in good faith by the Board.

The aggregate Repurchase Price for the Unvested Shares to be repurchased shall be calculated by multiplying the Repurchase Price per share by the total number of Unvested Shares to be repurchased. Payment of the aggregate Repurchase Price may be made by the Company (or its assignee) by check, wire transfer of immediately available funds, cancellation of any indebtedness owed by Founder to the Company, or any combination thereof, at the election of the Company. For the avoidance of doubt, if the original cost per share paid by Founder is $0.0001 per share, the aggregate Repurchase Price for all 1,239,583 Unvested Shares (as of the Effective Date) would be approximately $123.96, subject to adjustment for vesting occurring between the Effective Date and the date of Termination.

Section 3.3 — Exercise of Repurchase Right.

(a) Notice. The Company shall exercise the Repurchase Right by delivering written notice (the "Repurchase Notice") to Founder (or, in the event of Founder's death or Disability, to Founder's estate, personal representative, or legal guardian, as applicable) at any time within the Repurchase Period. The Repurchase Notice shall specify: (i) the number of Unvested Shares to be repurchased; (ii) the Repurchase Price per share; (iii) the aggregate Repurchase Price; and (iv) the date, time, and place of the closing of the repurchase transaction.

(b) Closing. The closing of the repurchase of the Unvested Shares shall occur within thirty (30) days following the delivery of the Repurchase Notice (or such later date as may be necessary to comply with applicable law). At the closing, (i) the Company shall pay the aggregate Repurchase Price to Founder (or Founder's estate or personal representative, as applicable) in the manner specified in Section 3.2, and (ii) Founder (or Founder's estate or personal representative) shall deliver to the Company any certificates representing the Unvested Shares being repurchased, together with duly executed stock transfer powers, or shall take such other actions as may be necessary to transfer record ownership of the Unvested Shares to the Company. If certificates representing the Unvested Shares are held in escrow by the Secretary of the Company pursuant to Section 3.4, no further action shall be required on the part of Founder to effectuate the transfer.

(c) Lapse of Repurchase Right. If the Company does not exercise the Repurchase Right within the Repurchase Period with respect to all or any portion of the Unvested Shares, the Repurchase Right shall automatically lapse and terminate with respect to such Unvested Shares upon the expiration of the Repurchase Period. Upon such lapse, the Unvested Shares with respect to which the Repurchase Right has lapsed shall thereafter be free of the restrictions set forth in this Article 3; provided, however, that such shares shall remain subject to all other restrictions applicable to Common Stock under this Agreement, including the transfer restrictions set forth in Article 4, and to the terms and conditions of the Right of First Refusal and Co-Sale Agreement, the Investors' Rights Agreement, the Voting Agreement, and applicable securities laws.

Section 3.4 — Escrow of Unvested Shares.

(a) Delivery of Stock Assignment. Concurrently with the execution and delivery of this Agreement, Founder shall deliver to the Secretary of the Company (or such other person as may be designated by the Board from time to time) a stock assignment separate from certificate, in the form attached hereto as Exhibit B, duly endorsed by Founder in blank, covering all Unvested Shares as of the Effective Date, to be held in escrow by the Company (or its designee) until such shares vest pursuant to Article 2 or are repurchased pursuant to this Article 3 (the "Escrow").

(b) Release Upon Vesting. Upon the vesting of any Unvested Shares pursuant to Article 2, the Company shall promptly release from the Escrow the stock assignment (or relevant portion thereof) corresponding to the Vested Shares, and shall update the Company's stock ledger and book-entry records (or cause Ledgermark Transfer Services, Inc., the Company's transfer agent, to update the relevant records) to reflect the vested status of such shares. Notwithstanding the foregoing, such Vested Shares shall remain subject to the legends and transfer restrictions set forth in Article 4 of this Agreement.

(c) Transfer Agent Instructions. Ledgermark Transfer Services, Inc. (the "Transfer Agent") shall serve as the Company's transfer agent with respect to the Restricted Shares and shall be instructed by the Company to place appropriate legends and stop-transfer instructions on all Restricted Shares (or book-entry equivalents thereof) consistent with the terms of this Agreement. Founder hereby authorizes and directs the Company to issue such instructions to the Transfer Agent as may be necessary or appropriate to effectuate the provisions of this Agreement, including, without limitation, instructions to (i) restrict transfers of Unvested Shares, (ii) effectuate the repurchase of Unvested Shares upon exercise of the Repurchase Right, and (iii) release stop-transfer instructions upon the vesting of Restricted Shares (subject to continued compliance with the legend requirements of Section 4.3).

Section 3.5 — No Obligation to Repurchase Vested Shares. For the avoidance of doubt, the Company shall have no right or obligation to repurchase any Vested Shares under this Agreement. The Repurchase Right set forth in this Article 3 shall apply solely to Unvested Shares as of the date of Founder's Termination. Nothing in this Agreement shall restrict the Company's ability to repurchase Vested Shares from Founder in a separate, negotiated transaction on terms mutually agreed upon by the Company and Founder, subject to compliance with applicable law and the terms of the Company's Certificate of Incorporation, the Right of First Refusal and Co-Sale Agreement, and the Investors' Rights Agreement.

ARTICLE 4: RESTRICTIONS ON TRANSFER

Section 4.1 — Transfer Restrictions. Founder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, encumber, gift, grant a security interest in, or otherwise dispose of (each, a "Transfer") any Unvested Shares, except as follows:

(a) to the Company (or its assignee) pursuant to the Repurchase Right set forth in Article 3 of this Agreement;

(b) pursuant to a Change of Control that has been approved by the Board and the requisite stockholders of the Company in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable law; or

(c) with the prior written consent of the Board, which consent may be granted or withheld in the Board's sole and absolute discretion.

Any purported Transfer of Unvested Shares in violation of this Section 4.1 shall be null and void ab initio and shall be of no force or effect whatsoever. The Company shall not be required to recognize any such purported Transfer on its books and records or to give effect thereto for any purpose, and the Transfer Agent shall be instructed to refuse to register any such purported Transfer. In addition to the foregoing, Vested Shares shall remain subject to the transfer restrictions set forth in the Right of First Refusal and Co-Sale Agreement dated February 9, 2026, the Investors' Rights Agreement (including, without limitation, the 180-day lock-up provision applicable following an initial public offering of the Company's securities), the Voting Agreement dated February 9, 2026, and all applicable federal, state, and foreign securities laws and regulations.

Section 4.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 4.1, Founder may Transfer Restricted Shares (whether Vested or Unvested) to a revocable trust established by Founder for the sole benefit of Founder and/or Founder's immediate family members (defined as Founder's spouse, domestic partner, children, grandchildren, parents, or siblings), provided that the following conditions are satisfied:

(a) The transferee trust (and the trustee thereof) executes and delivers to the Company a joinder agreement, substantially in the form attached hereto as Exhibit C, agreeing to be bound by all of the terms and conditions of this Agreement (including, without limitation, the vesting schedule, the Repurchase Right, and the transfer restrictions), the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement, as if such transferee trust were the original signatory hereto and thereto;

(b) Such Transfer is made in compliance with all applicable federal, state, and foreign securities laws and regulations, and Founder provides the Company with such documentation and assurances as the Company may reasonably request to confirm compliance with such laws and regulations, including, without limitation, an opinion of counsel reasonably satisfactory to the Company that such Transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"); and

(c) Founder provides the Company with prior written notice of the proposed Transfer at least fifteen (15) business days in advance of the proposed Transfer date, specifying the name of the transferee trust, the number and type of Restricted Shares to be transferred, and the identity of the trustee(s) of such trust.

No Transfer shall relieve Founder of any obligations under this Agreement, and Founder shall remain jointly and severally liable with the transferee trust for all obligations arising under this Agreement with respect to the Transferred shares. In the event of any Transfer pursuant to this Section 4.2, references to "Founder" in this Agreement shall be deemed to include the transferee trust, unless the context otherwise requires.

Section 4.3 — Legend. Each certificate representing Restricted Shares (or, if the Restricted Shares are held in book-entry form, each book-entry notation maintained by the Transfer Agent) shall bear or be subject to the following legends (or substantially equivalent legends):

(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A FOUNDER STOCK RESTRICTION AGREEMENT DATED AS OF FEBRUARY 9, 2026, BY AND BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH AGREEMENT PROVIDES FOR CERTAIN VESTING REQUIREMENTS AND GRANTS THE COMPANY A REPURCHASE RIGHT WITH RESPECT TO UNVESTED SHARES, AND NO TRANSFER OF THESE SHARES MAY BE MADE EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT."

(b) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."

(c) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND A VOTING AGREEMENT, EACH DATED AS OF FEBRUARY 9, 2026, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

(d) Any legend required by the laws of the State of Delaware or any other applicable state or foreign jurisdiction, as determined by the Company's legal counsel.

The Company shall instruct Ledgermark Transfer Services, Inc. to note stop-transfer instructions in its records consistent with the foregoing legends and with the provisions of this Agreement. The Company shall cause the removal of any legend or stop-transfer instruction that is no longer applicable (for example, upon the full vesting of the Restricted Shares and the lapse of the Repurchase Right), provided that any legends required by applicable securities laws shall remain in place until the Company's legal counsel determines that such legends are no longer required.

ARTICLE 5: TAX MATTERS

Section 5.1 — Section 83(b) Election.

(a) Founder acknowledges that Founder has been advised by the Company to consult with Founder's own tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the Restricted Shares. Founder understands that Section 83(b) of the Code permits an individual who receives property in connection with the performance of services to elect, within thirty (30) days of the date on which such property is first transferred to such individual (or, if earlier, within thirty (30) days of the date on which such property first becomes subject to a substantial risk of forfeiture), to include in gross income for the taxable year of such transfer the excess of the fair market value of such property (determined without regard to any restriction other than one which by its terms will never lapse) over the amount paid for such property, if any.

(b) Founder acknowledges that any election under Section 83(b) of the Code must be filed with the Internal Revenue Service within thirty (30) days after the date on which the Restricted Shares were first subject to a substantial risk of forfeiture, and that a copy of such election must be filed with Founder's federal income tax return for the taxable year in which the Restricted Shares were first subject to such risk of forfeiture. Founder further acknowledges that an additional copy of such election may be required to be furnished to the Company.

(c) If Founder has previously filed a timely election under Section 83(b) of the Code with respect to the Restricted Shares, Founder shall provide a copy of such election to the Company within ten (10) business days following the Effective Date of this Agreement. The Company makes no representation or warranty regarding the tax treatment of the Restricted Shares or the availability, advisability, or consequences of any election under Section 83(b) of the Code. The Company assumes no responsibility or liability for any failure by Founder to make a timely election under Section 83(b) of the Code or for any tax consequences resulting therefrom.

Section 5.2 — Tax Withholding.

(a) Founder shall be solely responsible for all federal, state, local, and foreign tax obligations arising from the acquisition, vesting, repurchase, or disposition of the Restricted Shares, including, without limitation, any income taxes, self-employment taxes, and any penalties or interest resulting from the failure to properly report or pay such obligations.

(b) The Company shall have the right to require Founder to satisfy any applicable tax withholding obligations arising in connection with the vesting of the Restricted Shares prior to or simultaneously with the release of any Vested Shares from escrow or the removal of any transfer restrictions. The Company may satisfy such withholding obligations by any method permitted by applicable law, including, without limitation: (i) requiring Founder to deliver a cash payment to the Company in an amount sufficient to satisfy the applicable withholding obligation; (ii) withholding a number of Vested Shares having an aggregate fair market value (as determined by the Board in good faith) sufficient to satisfy the applicable withholding obligation; or (iii) withholding from any other compensation payable to Founder by the Company.

(c) In the event the Company determines that it is required to withhold any federal, state, local, or foreign taxes in connection with the vesting, repurchase, or other disposition of the Restricted Shares, and Founder fails to make adequate arrangements to satisfy such withholding obligation, the Company shall be entitled to take such action as it deems necessary and appropriate to satisfy such obligation, including, without limitation, withholding shares or deducting amounts from Founder's compensation.

Section 5.3 — No Tax Advice. Founder acknowledges and agrees that the Company, its officers, directors, employees, agents, and counsel are not providing Founder with any tax, legal, or financial advice in connection with this Agreement or the Restricted Shares. Founder is strongly encouraged to seek independent advice from Founder's own tax, legal, and financial advisors with respect to the tax and other consequences of the transactions contemplated by this Agreement, including, without limitation, the advisability of filing an election under Section 83(b) of the Code. Founder acknowledges that Founder has had the opportunity to obtain such independent advice and has either obtained such advice or has voluntarily chosen not to do so.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF FOUNDER

Founder hereby represents and warrants to the Company as follows:

Section 6.1 — Investment Representations.

(a) Founder represents and warrants that the Restricted Shares were acquired by Founder solely for Founder's own account, for investment purposes only, and not with a view to the distribution, resale, or other disposition thereof in violation of applicable federal or state securities laws.

(b) Founder represents and warrants that Founder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(c) Founder acknowledges that the Restricted Shares have not been registered under the Securities Act or under any state securities laws and that the Restricted Shares may not be sold, transferred, assigned, pledged, or otherwise disposed of absent an effective registration statement under the Securities Act and applicable state securities laws, or an applicable exemption from such registration requirements. Founder acknowledges that the Company is under no obligation to register the Restricted Shares under the Securities Act or any state securities laws, except as may be expressly provided in the Investors' Rights Agreement.

(d) Founder acknowledges that Founder has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of holding the Restricted Shares and accepting the restrictions imposed by this Agreement, and that Founder is able to bear the economic risk of the investment in the Restricted Shares, including the possible complete loss of such investment.

Section 6.2 — Access to Information. Founder represents and warrants that Founder has had access to all information regarding the Company, its business, financial condition, prospects, operations, assets, and liabilities that Founder considers necessary or appropriate for the purpose of deciding whether to accept the restrictions set forth in this Agreement. Founder has had the opportunity to ask questions of, and receive answers from, the Company and its officers and directors regarding the Company and the terms and conditions of this Agreement, and all such questions have been answered to Founder's satisfaction.

Section 6.3 — Authority. Founder represents and warrants that Founder has full legal capacity, power, and authority to enter into this Agreement and to perform Founder's obligations hereunder. The execution, delivery, and performance of this Agreement by Founder does not and will not (a) violate any law, rule, regulation, order, judgment, or decree applicable to Founder, (b) conflict with, result in a breach of, or constitute a default under any contract, agreement, instrument, or other arrangement to which Founder is a party or by which Founder or Founder's assets are bound, or (c) require the consent, approval, or authorization of any person or entity, except as has already been obtained.

Section 6.4 — Existing Agreements. Founder acknowledges and confirms that Founder is a party to each of the following agreements with the Company, each dated as of February 9, 2026 (or, in the case of the PIIA, such other date as set forth therein), and that the Restricted Shares are subject to the terms and conditions thereof:

(a) the Proprietary Information and Inventions Assignment Agreement (the "PIIA");

(b) the Right of First Refusal and Co-Sale Agreement;

(d) the Investors' Rights Agreement.

Founder represents and warrants that Founder is in compliance with all of Founder's obligations under each of the foregoing agreements as of the Effective Date, and that the execution, delivery, and performance of this Agreement does not conflict with or constitute a breach of any provision of any of the foregoing agreements.

ARTICLE 7: RIGHTS AS STOCKHOLDER

Section 7.1 — Voting Rights. Subject to the terms and conditions of the Voting Agreement, Founder shall have full voting rights with respect to all Restricted Shares (including both Vested Shares and Unvested Shares) for so long as Founder is the record holder thereof (or, if the Restricted Shares are held by a permitted transferee pursuant to Section 4.2, for so long as such permitted transferee is the record holder thereof and has executed a joinder agreement as contemplated thereby). Founder shall be entitled to vote all Restricted Shares at any meeting of the stockholders of the Company and in any action by written consent of the stockholders, in accordance with the Company's Certificate of Incorporation, Bylaws, the Voting Agreement, and applicable law.

Section 7.2 — Dividends and Distributions. Founder shall be entitled to receive any and all dividends or other distributions declared and paid by the Company on the Common Stock with respect to both Vested Shares and Unvested Shares, at the same rate and on the same terms as all other holders of Common Stock; provided, however, that any cash or non-cash dividends or distributions paid or issued with respect to Unvested Shares (including, without limitation, any shares of capital stock, securities, or other property distributed in respect of Unvested Shares) shall be subject to the same vesting schedule and Repurchase Right provisions as the underlying Unvested Shares with respect to which such dividends or distributions were paid or issued, and shall be held in escrow by the Company (or its designee) in accordance with Section 3.4 until such time as the underlying Unvested Shares vest or are repurchased.

Section 7.3 — Adjustments. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, exchange of shares, reorganization, or similar event affecting the Common Stock after the Effective Date, the number of Restricted Shares (and the number of Vested Shares and Unvested Shares), the Repurchase Price per share, and any other terms of this Agreement that are based on the number of shares or the per-share price shall be proportionally and equitably adjusted by the Board to reflect such event, and the Board's determination of such adjustment shall be final, binding, and conclusive. Any shares of capital stock, securities, or other property received by Founder with respect to Unvested Shares in connection with any such event (including, without limitation, any shares issued pursuant to a stock split or stock dividend) shall be subject to the same vesting schedule and Repurchase Right as the original Unvested Shares with respect to which such shares, securities, or property were received, and shall be held in escrow and subject to the same restrictions as the original Unvested Shares pursuant to Sections 3.4 and 4 of this Agreement.

ARTICLE 8: COOPERATION AND FURTHER ASSURANCES

Section 8.1 — Cooperation. Founder agrees to execute and deliver, promptly upon request by the Company, any and all additional documents, instruments, stock powers, certificates, and agreements, and to take any and all further actions, as may be reasonably requested by the Company or its legal counsel to effectuate the purposes and intent of this Agreement, including, without limitation:

(a) delivering stock powers, stock assignments separate from certificate, or other instruments of transfer, in blank or otherwise, covering the Unvested Shares;

(b) executing and delivering joinder agreements, consents, or acknowledgments required in connection with the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, or any other agreement among the Company and its stockholders;

(c) executing and delivering any documents or instruments required by Ledgermark Transfer Services, Inc., as the Company's transfer agent, to implement the escrow, legend, stop-transfer, and other provisions of this Agreement;

(d) providing the Company with copies of any Section 83(b) election filed by Founder with the Internal Revenue Service; and

(e) taking such other actions as may be reasonably necessary or desirable to carry out the provisions and purposes of this Agreement.

Section 8.2 — Company Obligations. The Company shall maintain accurate and complete records of Founder's vesting status with respect to the Restricted Shares, including the number of Vested Shares and Unvested Shares as of any given date, and shall make such records available to Founder upon reasonable request. The Company shall promptly notify Founder in writing upon the vesting of any Restricted Shares, and shall take such actions as are necessary to update the Company's stock ledger and book-entry records (or to instruct the Transfer Agent to update its records) to reflect the vested status of such shares. The Company shall use reasonable efforts to provide Founder with a quarterly statement setting forth the number of Vested Shares and Unvested Shares as of the end of each calendar quarter.

ARTICLE 9: GENERAL PROVISIONS

Section 9.1 — Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally waives any objection to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

Section 9.2 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Proprietary Information and Inventions Assignment Agreement, and any exhibits and schedules attached hereto or thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and negotiations, whether written or oral, with respect to such subject matter. There are no promises, covenants, representations, warranties, or undertakings other than those expressly set forth or referred to herein.

Section 9.3 — Amendment and Waiver. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument signed by the Company (acting through a duly authorized officer) and Founder; provided, that no amendment, modification, or waiver that would adversely affect the rights of the holders of the Series Seed Preferred Stock of the Company under this Agreement shall be effective without the prior written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Agreement or a continuing waiver of the provision so waived. The failure of any Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision or of the right to enforce such provision at any future time.

Section 9.4 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to agree upon a valid, legal, and enforceable substitute provision that most nearly effects the Parties' original intent in entering into this Agreement.

Section 9.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective upon the earliest of: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC), prepaid, for next-business-day delivery, with written confirmation of receipt; (c) three (3) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid; or (d) the date of transmission, if sent by email (with confirmation of transmission) prior to 5:00 p.m. Eastern Time on a business day, or on the next business day if sent after 5:00 p.m. Eastern Time or on a non-business day. Notices shall be addressed as follows:

If to the Company:

Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, MA 02142

Attention: Chief Executive Officer

Email: pramaswamy@meridiandiagnostics.com

with a copy (which shall not constitute notice) to:

Whitfield & Ames LLP 100 Federal Street, 30th Floor Boston, MA 02110

Attention: Catherine Devereaux

Email: cdevereaux@whitfieldames.com

If to Founder:

Dr. Julian Ochoa At the address on file with the Company's Human Resources Department

Email: At the email address on file with the Company's Human Resources Department

If to the Lead Investor (for informational purposes only):

Cobalt Ventures Fund III, LP c/o Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025

Attention: Morgan Tsai, VP of Legal Affairs

Email: mtsai@cobaltventures.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025

Attention: Kevin Ostrowski

Email: kostrowski@calderwoodharkness.com

Any Party may change its address for the purpose of receiving notices by providing written notice of such change to the other Parties in accordance with this Section 9.5.

Section 9.6 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Founder may not assign this Agreement or any of Founder's rights or obligations hereunder without the prior written consent of the Company, except in connection with a Permitted Transfer pursuant to Section 4.2. The Company may assign this Agreement and any of its rights hereunder (including, without limitation, the Repurchase Right) without Founder's consent, in whole or in part, to any successor to all or substantially all of the Company's business or assets (whether by merger, consolidation, sale of assets, or otherwise) or to any person or entity designated by the Board, subject to any restrictions set forth in the Right of First Refusal and Co-Sale Agreement.

Section 9.7 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, portable document format (.pdf), or other electronic signature (including via DocuSign or similar electronic signature platform), and any such electronic signature shall be deemed an original signature for all purposes and shall have the same force and effect as an original signature.

Section 9.8 — Specific Performance. The Parties acknowledge and agree that a breach of this Agreement would cause irreparable harm to the non-breaching Party for which monetary damages alone would not be an adequate remedy. Accordingly, the Parties agree that, in addition to any other remedies available at law or in equity, either Party shall be entitled to seek specific performance of the terms of this Agreement, injunctive relief, or other equitable remedies in any court of competent jurisdiction, without the necessity of proving actual damages or posting a bond or other security, to the fullest extent permitted by applicable law. The rights and remedies set forth in this Section 9.8 shall be cumulative and shall not be exclusive of any other rights or remedies available to the Parties at law or in equity.

Section 9.9 — No Employment Guarantee. Nothing in this Agreement shall confer upon Founder any right to continue in the employ or service of the Company or any subsidiary or affiliate thereof, or shall interfere with or restrict in any way the right of the Company or any subsidiary or affiliate thereof to terminate Founder's Service at any time, with or without Cause, with or without notice, and for any reason or no reason, subject to any separate written employment agreement between Founder and the Company. This Agreement shall not create any right of Founder to receive any compensation or benefits from the Company, except as expressly set forth herein.

Section 9.10 — Conflict with Other Agreements. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of any other agreement among the Parties (including, without limitation, the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, or the Voting Agreement), the terms and provisions of such other agreement shall control and govern to the extent of the conflict or inconsistency with respect to the specific subject matter addressed therein; provided, however, that the vesting provisions set forth in Article 2 of this Agreement and the Company's Repurchase Right set forth in Article 3 of this Agreement shall in all cases control and govern with respect to the vesting of and the Company's repurchase right over the Restricted Shares, and no provision of any other agreement shall be construed to modify, limit, or supersede such provisions without the express written consent of the Parties hereto and, to the extent required by Section 9.3, the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO FOUNDER STOCK RESTRICTION AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Founder Stock Restriction Agreement as of the date first written above.

MERIDIAN DIAGNOSTICS, INC.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer & President

Date: February 9, 2026

Address: 225 Binney Street, Suite 400

Cambridge, MA 02142

FOUNDER:

________________________________________

Dr. Julian Ochoa

Date: February 9, 2026

Signature Page to Founder Stock Restriction Agreement

EXHIBIT A

VESTING SCHEDULE SUMMARY

The following table summarizes the vesting schedule applicable to the Restricted Shares held by Dr. Julian Ochoa pursuant to the Founder Stock Restriction Agreement dated as of February 9, 2026, by and between Meridian Diagnostics, Inc. and Dr. Julian Ochoa. This summary is provided for convenience only and is qualified in its entirety by reference to Article 2 of the Agreement.

Illustrative Vesting Timeline:

Note: Monthly vesting amounts are rounded down to the nearest whole share for each of the first 35 monthly installments, with the balance vesting on the final vesting date (June 15, 2027) so that the total number of Vested Shares equals 3,500,000. Actual figures may vary slightly due to rounding.

EXHIBIT B

FORM OF STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), or its assignee(s), the following shares of the Common Stock, par value $0.0001 per share, of the Company:

Number of Shares: ____

represented by Certificate No. _____ (or held in book-entry form), standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint the Secretary of the Company (or his or her designee) as attorney-in-fact, with full power of substitution, to transfer said shares on the books of the Company.

This Stock Assignment Separate from Certificate is being delivered pursuant to, and in accordance with, the terms of that certain Founder Stock Restriction Agreement, dated as of February 9, 2026, by and between the Company and the undersigned (the "Agreement"). This Stock Assignment is being executed and delivered to the Company to be held in escrow in accordance with Section 3.4 of the Agreement.

This Stock Assignment may be used only in connection with the exercise of the Company's Repurchase Right under Article 3 of the Agreement, and shall become effective only upon the Company's exercise of such Repurchase Right in accordance with the terms of the Agreement.

Date: ____

________________________________________

Dr. Julian Ochoa

Address: ________

________________________________________

INSTRUCTIONS: Please do not fill in the date. This Stock Assignment Separate from Certificate has been executed and delivered in connection with the Founder Stock Restriction Agreement, and will be held in escrow by the Secretary of the Company until such time as the Unvested Shares vest or are repurchased by the Company. The date line will be completed by the Company only upon exercise of the Repurchase Right.

EXHIBIT C

FORM OF JOINDER AGREEMENT

(For Permitted Transferees)

This Joinder Agreement (this "Joinder") is made and entered into as of ____, 20__, by the undersigned permitted transferee (the "Transferee") in favor of Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and Dr. Julian Ochoa (the "Founder").

RECITALS

WHEREAS, Founder is a party to that certain Founder Stock Restriction Agreement, d

FOUNDER STOCK RESTRICTION AGREEMENT
by and between
MERIDIAN DIAGNOSTICS, INC.
and
DR. JULIAN OCHOA
Dated as of February 9, 2026
FOUNDER STOCK RESTRICTION AGREEMENT
This Founder Stock Restriction Agreement (this "Agreement") is entered into as of February 9, 2026 (the "Effective Date"), by and between Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and Dr. Julian Ochoa, an individual (the "Founder"). The Company and Founder are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company was incorporated in the State of Delaware on June 15, 2023, and is engaged in the business of developing, manufacturing, and commercializing advanced diagnostic technologies and related products and services;
WHEREAS, Founder is a co-founder of the Company, serving as the Company's Chief Technology Officer, and currently holds 3,500,000 shares of Common Stock, par value $0.0001 per share, of the Company (the "Restricted Shares"), which shares were originally issued to Founder in connection with the founding of the Company;
WHEREAS, in connection with the Series Seed Preferred Stock financing of the Company pursuant to that certain Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026, by and among the Company and the investors listed on the schedule of purchasers attached thereto (the "Purchase Agreement"), the investors party thereto have required, as a condition to the closing of the transactions contemplated by the Purchase Agreement, that the Founder enter into this Agreement to subject the Restricted Shares to the vesting and repurchase provisions set forth herein;
WHEREAS, the Company and Founder desire to promote the long-term interests of the Company and its stockholders by providing Founder with a continued incentive to remain with the Company and to contribute to the growth and success of its business; and
WHEREAS, Founder acknowledges that the execution and delivery of this Agreement is a material inducement to the investors' willingness to consummate the transactions contemplated by the Purchase Agreement, and that such investors are intended third-party beneficiaries of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the closing of the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1: DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
(a) "Board" means the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation and Bylaws, as each may be amended or restated.
(b) "Cause" means the occurrence of any one or more of the following events, as determined in good faith by a majority of the members of the Board (excluding Founder, if Founder is then serving as a member of the Board): (i) Founder's willful misconduct or gross negligence in the performance of Founder's duties to the Company; (ii) Founder's material breach of any fiduciary duty owed to the Company or its stockholders; (iii) Founder's conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude, fraud, dishonesty, or embezzlement; (iv) Founder's commission of any act of fraud, dishonesty, or misappropriation against the Company or any of its subsidiaries; (v) Founder's material breach of any agreement between Founder and the Company, including but not limited to the Proprietary Information and Inventions Assignment Agreement dated as of February 9, 2026, between Founder and the Company (the "PIIA"), which breach, if curable, remains uncured for a period of thirty (30) days following written notice from the Company to Founder specifying such breach in reasonable detail; (vi) Founder's willful failure or refusal to perform Founder's material duties and responsibilities as reasonably directed by the Board, which failure or refusal, if curable, remains uncured for a period of thirty (30) days following written notice from the Company to Founder specifying such failure or refusal; or (vii) Founder's material violation of any written policy of the Company, including but not limited to policies relating to harassment, discrimination, workplace conduct, or substance abuse, which violation, if curable, remains uncured for a period of thirty (30) days following written notice from the Company to Founder specifying such violation.
(c) "Common Stock" means shares of Common Stock, par value $0.0001 per share, of the Company, as described in the Company's Certificate of Incorporation, as the same may be amended or restated from time to time.
(d) "Company" means Meridian Diagnostics, Inc., a Delaware corporation, with its principal office located at 225 Binney Street, Suite 400, Cambridge, MA 02142, and its successors and permitted assigns.
(e) "Disability" means Founder's inability to perform the essential functions of Founder's position with the Company, with or without reasonable accommodation, due to a physical or mental impairment, for a period of ninety (90) consecutive calendar days or for a cumulative period of one hundred twenty (120) calendar days within any twelve (12)-month period, as determined in good faith by the Board based on medical evidence reasonably satisfactory to the Board.
(f) "Founder" means Dr. Julian Ochoa, an individual, and, where the context requires, Founder's heirs, executors, administrators, personal representatives, and permitted assigns.
(g) "Good Reason" means the occurrence of any one or more of the following events without Founder's prior written consent: (i) a material diminution in Founder's title, duties, responsibilities, or authority with the Company, including, without limitation, the removal of Founder from the position of Chief Technology Officer or a requirement that Founder report to any person other than the Board or the Chief Executive Officer of the Company; (ii) a material reduction in Founder's annual base salary or target bonus opportunity (other than an across-the-board reduction applicable to all similarly situated executives of the Company); (iii) a relocation of Founder's principal place of employment to a location more than fifty (50) miles from the Company's current principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142; or (iv) a material breach by the Company of any agreement between the Company and Founder, including this Agreement or any employment agreement; provided, that no event shall constitute Good Reason unless: (A) Founder provides written notice to the Company of the event or condition giving rise to Good Reason within sixty (60) days of the initial occurrence of such event or condition; (B) the Company fails to cure such event or condition within thirty (30) days following receipt of such written notice; and (C) Founder's Termination occurs within thirty (30) days following the expiration of such cure period.
(h) "Investors' Rights Agreement" means that certain Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company, Founder, and the investors party thereto, as the same may be amended from time to time in accordance with its terms.
(i) "Purchase Agreement" means that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the investors listed on the schedule of purchasers attached thereto, as the same may be amended from time to time in accordance with its terms.
(j) "Repurchase Price" has the meaning set forth in Section 3.2 of this Agreement.
(k) "Restricted Shares" means the 3,500,000 shares of Common Stock held by Founder as of the Effective Date, which shares are subject to the vesting schedule and repurchase provisions set forth in this Agreement. For the avoidance of doubt, the term "Restricted Shares" shall include any shares or securities received by Founder with respect to the Restricted Shares in connection with any stock split, stock dividend, recapitalization, combination, reclassification, or similar event, as provided in Section 7.3 hereof.
(l) "Right of First Refusal and Co-Sale Agreement" means that certain Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, Founder, and the investors party thereto, as the same may be amended from time to time in accordance with its terms.
(m) "Service" means Founder's continuous employment with, or service as an officer, employee, director, or consultant of, the Company or any subsidiary or parent of the Company. For purposes of this Agreement, Service shall not be deemed to have terminated solely by reason of a change in Founder's capacity from one form of Service to another (e.g., from employee to consultant) so long as there is no interruption of Founder's Service. The Board shall have sole discretion to determine whether a leave of absence constitutes a cessation of Service for purposes of this Agreement, subject to applicable law.
(n) "Termination" means the cessation of Founder's Service with the Company for any reason, whether voluntary or involuntary, with or without Cause, including by reason of death or Disability.
(o) "Unvested Shares" means, at any given time, the Restricted Shares that have not yet vested pursuant to the vesting provisions set forth in Article 2 of this Agreement.
(p) "Vested Shares" means, at any given time, the Restricted Shares that have vested pursuant to the vesting provisions set forth in Article 2 of this Agreement.
(q) "Vesting Commencement Date" means June 15, 2023, the date of incorporation of the Company.
(r) "Voting Agreement" means that certain Voting Agreement, dated as of February 9, 2026, by and among the Company, Founder, and the investors party thereto, as the same may be amended from time to time in accordance with its terms.
ARTICLE 2: VESTING OF RESTRICTED SHARES
Section 2.1 — Vesting Schedule. The Restricted Shares shall be subject to vesting in accordance with the schedule set forth in this Section 2.1 and as further summarized in Exhibit A attached hereto. Except as otherwise provided in this Agreement, Founder must remain in continuous Service through each applicable vesting date for the Restricted Shares to vest on such date.
(a) Total Restricted Shares. A total of 3,500,000 shares of Common Stock are subject to the vesting provisions of this Agreement.
(b) Vesting Commencement Date. The vesting of the Restricted Shares shall be measured from the Vesting Commencement Date of June 15, 2023. The Parties acknowledge that the Vesting Commencement Date predates the Effective Date of this Agreement and that such retroactive application is intentional, in recognition of Founder's contributions to the Company from the date of its incorporation.
(c) Cliff Vesting. Twenty-five percent (25%) of the Restricted Shares, equal to 875,000 shares, shall vest on the first anniversary of the Vesting Commencement Date (i.e., June 15, 2024), subject to Founder's continued Service through such date (the "Cliff Date"). No Restricted Shares shall vest prior to the Cliff Date.
(d) Monthly Vesting. Following the Cliff Date, the remaining seventy-five percent (75%) of the Restricted Shares, equal to 2,625,000 shares, shall vest in thirty-six (36) equal monthly installments, with each monthly installment consisting of approximately 72,916.67 shares (calculated as 2,625,000 shares divided by 36 months). Each monthly vesting installment shall vest on the 15th day of each calendar month following the Cliff Date, beginning on July 15, 2024, subject to Founder's continued Service through each such monthly vesting date. For purposes of calculating the number of shares vesting in each monthly installment, fractional shares shall be rounded down to the nearest whole share for each of the first thirty-five (35) monthly installments, and any remaining shares shall vest on the final monthly vesting date so that the total number of Restricted Shares that vest over the entire vesting period equals 3,500,000 shares.
(e) Full Vesting Date. One hundred percent (100%) of the Restricted Shares shall be fully vested on June 15, 2027, the fourth anniversary of the Vesting Commencement Date, subject to Founder's continued Service through such date.
(f) Vesting Period. The aggregate vesting period for all Restricted Shares is four (4) years, measured from the Vesting Commencement Date of June 15, 2023 through June 15, 2027.
Section 2.2 — Vesting Status as of the Date of this Agreement. The Parties acknowledge and agree that, as of the Effective Date of this Agreement (February 9, 2026), the following vesting milestones have been achieved or are applicable:
(a) Approximately thirty-one (31) months and twenty-five (25) days have elapsed since the Vesting Commencement Date of June 15, 2023.
(b) The initial cliff vesting of 875,000 shares occurred on the Cliff Date of June 15, 2024, as Founder has been in continuous Service since the Vesting Commencement Date.
(c) Following the Cliff Date, approximately nineteen (19) full monthly vesting periods have elapsed (covering the monthly vesting dates of July 15, 2024 through January 15, 2026), resulting in the vesting of approximately 1,385,417 additional shares (calculated as 19 monthly installments multiplied by approximately 72,916.67 shares per installment, subject to rounding).
(d) As of the Effective Date, the total approximate number of Vested Shares is approximately 2,260,417 shares (comprising the 875,000 cliff shares and the approximately 1,385,417 monthly vested shares), subject to precise calculation in accordance with the methodology set forth in Section 2.1(d) above.
(e) As of the Effective Date, the total approximate number of Unvested Shares is approximately 1,239,583 shares (calculated as 3,500,000 total Restricted Shares minus the approximately 2,260,417 Vested Shares), subject to precise calculation in accordance with the methodology set forth in Section 2.1(d) above.
(f) The Parties acknowledge and agree that the retroactive application of the Vesting Commencement Date to June 15, 2023, the date of the Company's incorporation, reflects the Parties' mutual intent to credit Founder's Service from the inception of the Company. The Company's records shall be updated to reflect the vesting status set forth in this Section 2.2 as of the Effective Date.
Section 2.3 — Cessation of Vesting. All vesting of the Restricted Shares shall cease immediately upon the date of Founder's Termination for any reason, whether voluntary or involuntary, with or without Cause, and whether by reason of death, Disability, or otherwise. No partial monthly vesting credit shall be given for any month in which Founder's Termination occurs before the applicable monthly vesting date (i.e., the 15th day of such calendar month). For purposes of this Section 2.3, the effective date of Founder's Termination shall be the last date on which Founder is in active Service with the Company, as determined by the Board, unless otherwise required by applicable law.
Section 2.4 — Acceleration Events.
(a) No Single-Trigger Acceleration. Except as otherwise expressly provided in this Section 2.4, there shall be no acceleration of the vesting of the Restricted Shares upon the occurrence of a Change of Control (as defined in Section 2.5) alone, and the vesting of the Restricted Shares shall continue in accordance with the schedule set forth in Section 2.1, subject to the assumption, substitution, or continuation of this Agreement by the surviving or acquiring entity in the Change of Control transaction.
(b) Double-Trigger Acceleration. In the event that, within twelve (12) months following the effective date of a Change of Control, Founder's Service is terminated (i) by the Company (or any successor or acquiring entity) without Cause, or (ii) by Founder for Good Reason, then, effective as of the date of such Termination, fifty percent (50%) of the then-Unvested Shares shall immediately vest and shall no longer be subject to the Repurchase Right set forth in Article 3 of this Agreement. For the avoidance of doubt, this double-trigger acceleration provision shall apply only if both conditions are satisfied: (A) a Change of Control has occurred, and (B) Founder's Service is terminated without Cause or for Good Reason within the twelve (12)-month period immediately following such Change of Control.
(c) Board Discretion. Notwithstanding the foregoing, the Board may, in its sole and absolute discretion, accelerate the vesting of any or all Unvested Shares at any time, whether or not a Change of Control has occurred or is contemplated, and whether or not Founder's Termination has occurred or is anticipated. Any such discretionary acceleration shall be evidenced by a written resolution of the Board.
(d) Application of Repurchase Right. Any acceleration of vesting pursuant to this Section 2.4 shall be subject to Article 3 of this Agreement (Repurchase Right) to the extent that any Restricted Shares remain Unvested at the time of Founder's Termination. For the avoidance of doubt, shares that vest pursuant to the acceleration provisions of this Section 2.4 shall thereafter be treated as Vested Shares and shall not be subject to the Repurchase Right.
Section 2.5 — Change of Control Definition. For purposes of this Agreement, "Change of Control" means the occurrence of any one or more of the following events:
(a) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in one transaction or a series of related transactions;
(b) a merger, consolidation, share exchange, reorganization, or similar business combination transaction involving the Company, in which the stockholders of the Company immediately prior to such transaction hold, immediately following such transaction, less than fifty percent (50%) of the total voting power of the outstanding capital stock of the surviving or resulting entity (or its parent company, if the surviving or resulting entity is a wholly owned subsidiary); or
(c) the acquisition by any person, entity, or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the combined voting power of the then-outstanding capital stock of the Company entitled to vote generally in the election of directors, other than (i) an acquisition directly from the Company, (ii) an acquisition by the Company or any of its subsidiaries, or (iii) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company.
Notwithstanding the foregoing, a Change of Control shall not include (x) a transaction the sole purpose of which is to change the state of the Company's incorporation or form a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction, or (y) any transaction in which the Company issues securities for the primary purpose of raising capital (including, without limitation, any initial public offering of the Company's securities).
ARTICLE 3: COMPANY REPURCHASE RIGHT
Section 3.1 — Repurchase Right. Upon Founder's Termination for any reason (whether voluntary, involuntary, with or without Cause, or by reason of death or Disability), the Company shall have the right, but not the obligation, to repurchase all or any portion of the Unvested Shares as of the date of Termination (the "Repurchase Right"). The Repurchase Right shall be exercisable by the Company (or its assignee, as provided below) for a period of one hundred eighty (180) days following the date of Founder's Termination (the "Repurchase Period"). The Company may exercise the Repurchase Right with respect to all or fewer than all of the Unvested Shares, in its sole discretion. The Repurchase Right may be assigned by the Company, in whole or in part, to one or more stockholders of the Company or to any other person or entity designated by the Board, subject to any restrictions set forth in the Right of First Refusal and Co-Sale Agreement. Any such assignee shall have the same rights and obligations as the Company with respect to the exercise of the Repurchase Right.
Section 3.2 — Repurchase Price. The repurchase price per Unvested Share (the "Repurchase Price") shall be the lower of:
(a) the original cost per share paid by Founder for such shares (i.e., par value of $0.0001 per share, or the price actually paid by Founder, if different, as reflected in the Company's books and records); and
(b) the fair market value per share of Common Stock as of the date of Founder's Termination, as determined in good faith by the Board.
The aggregate Repurchase Price for the Unvested Shares to be repurchased shall be calculated by multiplying the Repurchase Price per share by the total number of Unvested Shares to be repurchased. Payment of the aggregate Repurchase Price may be made by the Company (or its assignee) by check, wire transfer of immediately available funds, cancellation of any indebtedness owed by Founder to the Company, or any combination thereof, at the election of the Company. For the avoidance of doubt, if the original cost per share paid by Founder is $0.0001 per share, the aggregate Repurchase Price for all 1,239,583 Unvested Shares (as of the Effective Date) would be approximately $123.96, subject to adjustment for vesting occurring between the Effective Date and the date of Termination.
Section 3.3 — Exercise of Repurchase Right.
(a) Notice. The Company shall exercise the Repurchase Right by delivering written notice (the "Repurchase Notice") to Founder (or, in the event of Founder's death or Disability, to Founder's estate, personal representative, or legal guardian, as applicable) at any time within the Repurchase Period. The Repurchase Notice shall specify: (i) the number of Unvested Shares to be repurchased; (ii) the Repurchase Price per share; (iii) the aggregate Repurchase Price; and (iv) the date, time, and place of the closing of the repurchase transaction.
(b) Closing. The closing of the repurchase of the Unvested Shares shall occur within thirty (30) days following the delivery of the Repurchase Notice (or such later date as may be necessary to comply with applicable law). At the closing, (i) the Company shall pay the aggregate Repurchase Price to Founder (or Founder's estate or personal representative, as applicable) in the manner specified in Section 3.2, and (ii) Founder (or Founder's estate or personal representative) shall deliver to the Company any certificates representing the Unvested Shares being repurchased, together with duly executed stock transfer powers, or shall take such other actions as may be necessary to transfer record ownership of the Unvested Shares to the Company. If certificates representing the Unvested Shares are held in escrow by the Secretary of the Company pursuant to Section 3.4, no further action shall be required on the part of Founder to effectuate the transfer.
(c) Lapse of Repurchase Right. If the Company does not exercise the Repurchase Right within the Repurchase Period with respect to all or any portion of the Unvested Shares, the Repurchase Right shall automatically lapse and terminate with respect to such Unvested Shares upon the expiration of the Repurchase Period. Upon such lapse, the Unvested Shares with respect to which the Repurchase Right has lapsed shall thereafter be free of the restrictions set forth in this Article 3; provided, however, that such shares shall remain subject to all other restrictions applicable to Common Stock under this Agreement, including the transfer restrictions set forth in Article 4, and to the terms and conditions of the Right of First Refusal and Co-Sale Agreement, the Investors' Rights Agreement, the Voting Agreement, and applicable securities laws.
Section 3.4 — Escrow of Unvested Shares.
(a) Delivery of Stock Assignment. Concurrently with the execution and delivery of this Agreement, Founder shall deliver to the Secretary of the Company (or such other person as may be designated by the Board from time to time) a stock assignment separate from certificate, in the form attached hereto as Exhibit B, duly endorsed by Founder in blank, covering all Unvested Shares as of the Effective Date, to be held in escrow by the Company (or its designee) until such shares vest pursuant to Article 2 or are repurchased pursuant to this Article 3 (the "Escrow").
(b) Release Upon Vesting. Upon the vesting of any Unvested Shares pursuant to Article 2, the Company shall promptly release from the Escrow the stock assignment (or relevant portion thereof) corresponding to the Vested Shares, and shall update the Company's stock ledger and book-entry records (or cause Ledgermark Transfer Services, Inc., the Company's transfer agent, to update the relevant records) to reflect the vested status of such shares. Notwithstanding the foregoing, such Vested Shares shall remain subject to the legends and transfer restrictions set forth in Article 4 of this Agreement.
(c) Transfer Agent Instructions. Ledgermark Transfer Services, Inc. (the "Transfer Agent") shall serve as the Company's transfer agent with respect to the Restricted Shares and shall be instructed by the Company to place appropriate legends and stop-transfer instructions on all Restricted Shares (or book-entry equivalents thereof) consistent with the terms of this Agreement. Founder hereby authorizes and directs the Company to issue such instructions to the Transfer Agent as may be necessary or appropriate to effectuate the provisions of this Agreement, including, without limitation, instructions to (i) restrict transfers of Unvested Shares, (ii) effectuate the repurchase of Unvested Shares upon exercise of the Repurchase Right, and (iii) release stop-transfer instructions upon the vesting of Restricted Shares (subject to continued compliance with the legend requirements of Section 4.3).
Section 3.5 — No Obligation to Repurchase Vested Shares. For the avoidance of doubt, the Company shall have no right or obligation to repurchase any Vested Shares under this Agreement. The Repurchase Right set forth in this Article 3 shall apply solely to Unvested Shares as of the date of Founder's Termination. Nothing in this Agreement shall restrict the Company's ability to repurchase Vested Shares from Founder in a separate, negotiated transaction on terms mutually agreed upon by the Company and Founder, subject to compliance with applicable law and the terms of the Company's Certificate of Incorporation, the Right of First Refusal and Co-Sale Agreement, and the Investors' Rights Agreement.
ARTICLE 4: RESTRICTIONS ON TRANSFER
Section 4.1 — Transfer Restrictions. Founder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, encumber, gift, grant a security interest in, or otherwise dispose of (each, a "Transfer") any Unvested Shares, except as follows:
(a) to the Company (or its assignee) pursuant to the Repurchase Right set forth in Article 3 of this Agreement;
(b) pursuant to a Change of Control that has been approved by the Board and the requisite stockholders of the Company in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable law; or
(c) with the prior written consent of the Board, which consent may be granted or withheld in the Board's sole and absolute discretion.
Any purported Transfer of Unvested Shares in violation of this Section 4.1 shall be null and void ab initio and shall be of no force or effect whatsoever. The Company shall not be required to recognize any such purported Transfer on its books and records or to give effect thereto for any purpose, and the Transfer Agent shall be instructed to refuse to register any such purported Transfer. In addition to the foregoing, Vested Shares shall remain subject to the transfer restrictions set forth in the Right of First Refusal and Co-Sale Agreement dated February 9, 2026, the Investors' Rights Agreement (including, without limitation, the 180-day lock-up provision applicable following an initial public offering of the Company's securities), the Voting Agreement dated February 9, 2026, and all applicable federal, state, and foreign securities laws and regulations.
Section 4.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 4.1, Founder may Transfer Restricted Shares (whether Vested or Unvested) to a revocable trust established by Founder for the sole benefit of Founder and/or Founder's immediate family members (defined as Founder's spouse, domestic partner, children, grandchildren, parents, or siblings), provided that the following conditions are satisfied:
(a) The transferee trust (and the trustee thereof) executes and delivers to the Company a joinder agreement, substantially in the form attached hereto as Exhibit C, agreeing to be bound by all of the terms and conditions of this Agreement (including, without limitation, the vesting schedule, the Repurchase Right, and the transfer restrictions), the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement, as if such transferee trust were the original signatory hereto and thereto;
(b) Such Transfer is made in compliance with all applicable federal, state, and foreign securities laws and regulations, and Founder provides the Company with such documentation and assurances as the Company may reasonably request to confirm compliance with such laws and regulations, including, without limitation, an opinion of counsel reasonably satisfactory to the Company that such Transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"); and
(c) Founder provides the Company with prior written notice of the proposed Transfer at least fifteen (15) business days in advance of the proposed Transfer date, specifying the name of the transferee trust, the number and type of Restricted Shares to be transferred, and the identity of the trustee(s) of such trust.
No Transfer shall relieve Founder of any obligations under this Agreement, and Founder shall remain jointly and severally liable with the transferee trust for all obligations arising under this Agreement with respect to the Transferred shares. In the event of any Transfer pursuant to this Section 4.2, references to "Founder" in this Agreement shall be deemed to include the transferee trust, unless the context otherwise requires.
Section 4.3 — Legend. Each certificate representing Restricted Shares (or, if the Restricted Shares are held in book-entry form, each book-entry notation maintained by the Transfer Agent) shall bear or be subject to the following legends (or substantially equivalent legends):
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A FOUNDER STOCK RESTRICTION AGREEMENT DATED AS OF FEBRUARY 9, 2026, BY AND BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH AGREEMENT PROVIDES FOR CERTAIN VESTING REQUIREMENTS AND GRANTS THE COMPANY A REPURCHASE RIGHT WITH RESPECT TO UNVESTED SHARES, AND NO TRANSFER OF THESE SHARES MAY BE MADE EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT."
(b) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."
(c) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND A VOTING AGREEMENT, EACH DATED AS OF FEBRUARY 9, 2026, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
(d) Any legend required by the laws of the State of Delaware or any other applicable state or foreign jurisdiction, as determined by the Company's legal counsel.
The Company shall instruct Ledgermark Transfer Services, Inc. to note stop-transfer instructions in its records consistent with the foregoing legends and with the provisions of this Agreement. The Company shall cause the removal of any legend or stop-transfer instruction that is no longer applicable (for example, upon the full vesting of the Restricted Shares and the lapse of the Repurchase Right), provided that any legends required by applicable securities laws shall remain in place until the Company's legal counsel determines that such legends are no longer required.
ARTICLE 5: TAX MATTERS
Section 5.1 — Section 83(b) Election.
(a) Founder acknowledges that Founder has been advised by the Company to consult with Founder's own tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the Restricted Shares. Founder understands that Section 83(b) of the Code permits an individual who receives property in connection with the performance of services to elect, within thirty (30) days of the date on which such property is first transferred to such individual (or, if earlier, within thirty (30) days of the date on which such property first becomes subject to a substantial risk of forfeiture), to include in gross income for the taxable year of such transfer the excess of the fair market value of such property (determined without regard to any restriction other than one which by its terms will never lapse) over the amount paid for such property, if any.
(b) Founder acknowledges that any election under Section 83(b) of the Code must be filed with the Internal Revenue Service within thirty (30) days after the date on which the Restricted Shares were first subject to a substantial risk of forfeiture, and that a copy of such election must be filed with Founder's federal income tax return for the taxable year in which the Restricted Shares were first subject to such risk of forfeiture. Founder further acknowledges that an additional copy of such election may be required to be furnished to the Company.
(c) If Founder has previously filed a timely election under Section 83(b) of the Code with respect to the Restricted Shares, Founder shall provide a copy of such election to the Company within ten (10) business days following the Effective Date of this Agreement. The Company makes no representation or warranty regarding the tax treatment of the Restricted Shares or the availability, advisability, or consequences of any election under Section 83(b) of the Code. The Company assumes no responsibility or liability for any failure by Founder to make a timely election under Section 83(b) of the Code or for any tax consequences resulting therefrom.
Section 5.2 — Tax Withholding.
(a) Founder shall be solely responsible for all federal, state, local, and foreign tax obligations arising from the acquisition, vesting, repurchase, or disposition of the Restricted Shares, including, without limitation, any income taxes, self-employment taxes, and any penalties or interest resulting from the failure to properly report or pay such obligations.
(b) The Company shall have the right to require Founder to satisfy any applicable tax withholding obligations arising in connection with the vesting of the Restricted Shares prior to or simultaneously with the release of any Vested Shares from escrow or the removal of any transfer restrictions. The Company may satisfy such withholding obligations by any method permitted by applicable law, including, without limitation: (i) requiring Founder to deliver a cash payment to the Company in an amount sufficient to satisfy the applicable withholding obligation; (ii) withholding a number of Vested Shares having an aggregate fair market value (as determined by the Board in good faith) sufficient to satisfy the applicable withholding obligation; or (iii) withholding from any other compensation payable to Founder by the Company.
(c) In the event the Company determines that it is required to withhold any federal, state, local, or foreign taxes in connection with the vesting, repurchase, or other disposition of the Restricted Shares, and Founder fails to make adequate arrangements to satisfy such withholding obligation, the Company shall be entitled to take such action as it deems necessary and appropriate to satisfy such obligation, including, without limitation, withholding shares or deducting amounts from Founder's compensation.
Section 5.3 — No Tax Advice. Founder acknowledges and agrees that the Company, its officers, directors, employees, agents, and counsel are not providing Founder with any tax, legal, or financial advice in connection with this Agreement or the Restricted Shares. Founder is strongly encouraged to seek independent advice from Founder's own tax, legal, and financial advisors with respect to the tax and other consequences of the transactions contemplated by this Agreement, including, without limitation, the advisability of filing an election under Section 83(b) of the Code. Founder acknowledges that Founder has had the opportunity to obtain such independent advice and has either obtained such advice or has voluntarily chosen not to do so.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF FOUNDER
Founder hereby represents and warrants to the Company as follows:
Section 6.1 — Investment Representations.
(a) Founder represents and warrants that the Restricted Shares were acquired by Founder solely for Founder's own account, for investment purposes only, and not with a view to the distribution, resale, or other disposition thereof in violation of applicable federal or state securities laws.
(b) Founder represents and warrants that Founder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(c) Founder acknowledges that the Restricted Shares have not been registered under the Securities Act or under any state securities laws and that the Restricted Shares may not be sold, transferred, assigned, pledged, or otherwise disposed of absent an effective registration statement under the Securities Act and applicable state securities laws, or an applicable exemption from such registration requirements. Founder acknowledges that the Company is under no obligation to register the Restricted Shares under the Securities Act or any state securities laws, except as may be expressly provided in the Investors' Rights Agreement.
(d) Founder acknowledges that Founder has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of holding the Restricted Shares and accepting the restrictions imposed by this Agreement, and that Founder is able to bear the economic risk of the investment in the Restricted Shares, including the possible complete loss of such investment.
Section 6.2 — Access to Information. Founder represents and warrants that Founder has had access to all information regarding the Company, its business, financial condition, prospects, operations, assets, and liabilities that Founder considers necessary or appropriate for the purpose of deciding whether to accept the restrictions set forth in this Agreement. Founder has had the opportunity to ask questions of, and receive answers from, the Company and its officers and directors regarding the Company and the terms and conditions of this Agreement, and all such questions have been answered to Founder's satisfaction.
Section 6.3 — Authority. Founder represents and warrants that Founder has full legal capacity, power, and authority to enter into this Agreement and to perform Founder's obligations hereunder. The execution, delivery, and performance of this Agreement by Founder does not and will not (a) violate any law, rule, regulation, order, judgment, or decree applicable to Founder, (b) conflict with, result in a breach of, or constitute a default under any contract, agreement, instrument, or other arrangement to which Founder is a party or by which Founder or Founder's assets are bound, or (c) require the consent, approval, or authorization of any person or entity, except as has already been obtained.
Section 6.4 — Existing Agreements. Founder acknowledges and confirms that Founder is a party to each of the following agreements with the Company, each dated as of February 9, 2026 (or, in the case of the PIIA, such other date as set forth therein), and that the Restricted Shares are subject to the terms and conditions thereof:
(a) the Proprietary Information and Inventions Assignment Agreement (the "PIIA");
(b) the Right of First Refusal and Co-Sale Agreement;
(c) the Voting Agreement; and
(d) the Investors' Rights Agreement.
Founder represents and warrants that Founder is in compliance with all of Founder's obligations under each of the foregoing agreements as of the Effective Date, and that the execution, delivery, and performance of this Agreement does not conflict with or constitute a breach of any provision of any of the foregoing agreements.
ARTICLE 7: RIGHTS AS STOCKHOLDER
Section 7.1 — Voting Rights. Subject to the terms and conditions of the Voting Agreement, Founder shall have full voting rights with respect to all Restricted Shares (including both Vested Shares and Unvested Shares) for so long as Founder is the record holder thereof (or, if the Restricted Shares are held by a permitted transferee pursuant to Section 4.2, for so long as such permitted transferee is the record holder thereof and has executed a joinder agreement as contemplated thereby). Founder shall be entitled to vote all Restricted Shares at any meeting of the stockholders of the Company and in any action by written consent of the stockholders, in accordance with the Company's Certificate of Incorporation, Bylaws, the Voting Agreement, and applicable law.
Section 7.2 — Dividends and Distributions. Founder shall be entitled to receive any and all dividends or other distributions declared and paid by the Company on the Common Stock with respect to both Vested Shares and Unvested Shares, at the same rate and on the same terms as all other holders of Common Stock; provided, however, that any cash or non-cash dividends or distributions paid or issued with respect to Unvested Shares (including, without limitation, any shares of capital stock, securities, or other property distributed in respect of Unvested Shares) shall be subject to the same vesting schedule and Repurchase Right provisions as the underlying Unvested Shares with respect to which such dividends or distributions were paid or issued, and shall be held in escrow by the Company (or its designee) in accordance with Section 3.4 until such time as the underlying Unvested Shares vest or are repurchased.
Section 7.3 — Adjustments. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, exchange of shares, reorganization, or similar event affecting the Common Stock after the Effective Date, the number of Restricted Shares (and the number of Vested Shares and Unvested Shares), the Repurchase Price per share, and any other terms of this Agreement that are based on the number of shares or the per-share price shall be proportionally and equitably adjusted by the Board to reflect such event, and the Board's determination of such adjustment shall be final, binding, and conclusive. Any shares of capital stock, securities, or other property received by Founder with respect to Unvested Shares in connection with any such event (including, without limitation, any shares issued pursuant to a stock split or stock dividend) shall be subject to the same vesting schedule and Repurchase Right as the original Unvested Shares with respect to which such shares, securities, or property were received, and shall be held in escrow and subject to the same restrictions as the original Unvested Shares pursuant to Sections 3.4 and 4 of this Agreement.
ARTICLE 8: COOPERATION AND FURTHER ASSURANCES
Section 8.1 — Cooperation. Founder agrees to execute and deliver, promptly upon request by the Company, any and all additional documents, instruments, stock powers, certificates, and agreements, and to take any and all further actions, as may be reasonably requested by the Company or its legal counsel to effectuate the purposes and intent of this Agreement, including, without limitation:
(a) delivering stock powers, stock assignments separate from certificate, or other instruments of transfer, in blank or otherwise, covering the Unvested Shares;
(b) executing and delivering joinder agreements, consents, or acknowledgments required in connection with the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, or any other agreement among the Company and its stockholders;
(c) executing and delivering any documents or instruments required by Ledgermark Transfer Services, Inc., as the Company's transfer agent, to implement the escrow, legend, stop-transfer, and other provisions of this Agreement;
(d) providing the Company with copies of any Section 83(b) election filed by Founder with the Internal Revenue Service; and
(e) taking such other actions as may be reasonably necessary or desirable to carry out the provisions and purposes of this Agreement.
Section 8.2 — Company Obligations. The Company shall maintain accurate and complete records of Founder's vesting status with respect to the Restricted Shares, including the number of Vested Shares and Unvested Shares as of any given date, and shall make such records available to Founder upon reasonable request. The Company shall promptly notify Founder in writing upon the vesting of any Restricted Shares, and shall take such actions as are necessary to update the Company's stock ledger and book-entry records (or to instruct the Transfer Agent to update its records) to reflect the vested status of such shares. The Company shall use reasonable efforts to provide Founder with a quarterly statement setting forth the number of Vested Shares and Unvested Shares as of the end of each calendar quarter.
ARTICLE 9: GENERAL PROVISIONS
Section 9.1 — Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally waives any objection to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
Section 9.2 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Proprietary Information and Inventions Assignment Agreement, and any exhibits and schedules attached hereto or thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and negotiations, whether written or oral, with respect to such subject matter. There are no promises, covenants, representations, warranties, or undertakings other than those expressly set forth or referred to herein.
Section 9.3 — Amendment and Waiver. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument signed by the Company (acting through a duly authorized officer) and Founder; provided, that no amendment, modification, or waiver that would adversely affect the rights of the holders of the Series Seed Preferred Stock of the Company under this Agreement shall be effective without the prior written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Agreement or a continuing waiver of the provision so waived. The failure of any Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision or of the right to enforce such provision at any future time.
Section 9.4 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to agree upon a valid, legal, and enforceable substitute provision that most nearly effects the Parties' original intent in entering into this Agreement.
Section 9.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective upon the earliest of: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC), prepaid, for next-business-day delivery, with written confirmation of receipt; (c) three (3) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid; or (d) the date of transmission, if sent by email (with confirmation of transmission) prior to 5:00 p.m. Eastern Time on a business day, or on the next business day if sent after 5:00 p.m. Eastern Time or on a non-business day. Notices shall be addressed as follows:
If to the Company:
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, MA 02142
Attention: Chief Executive Officer
Email: pramaswamy@meridiandiagnostics.com
with a copy (which shall not constitute notice) to:
Whitfield & Ames LLP 100 Federal Street, 30th Floor Boston, MA 02110
Attention: Catherine Devereaux
Email: cdevereaux@whitfieldames.com
If to Founder:
Dr. Julian Ochoa At the address on file with the Company's Human Resources Department
Email: At the email address on file with the Company's Human Resources Department
If to the Lead Investor (for informational purposes only):
Cobalt Ventures Fund III, LP c/o Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Attention: Morgan Tsai, VP of Legal Affairs
Email: mtsai@cobaltventures.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025
Attention: Kevin Ostrowski
Email: kostrowski@calderwoodharkness.com
Any Party may change its address for the purpose of receiving notices by providing written notice of such change to the other Parties in accordance with this Section 9.5.
Section 9.6 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Founder may not assign this Agreement or any of Founder's rights or obligations hereunder without the prior written consent of the Company, except in connection with a Permitted Transfer pursuant to Section 4.2. The Company may assign this Agreement and any of its rights hereunder (including, without limitation, the Repurchase Right) without Founder's consent, in whole or in part, to any successor to all or substantially all of the Company's business or assets (whether by merger, consolidation, sale of assets, or otherwise) or to any person or entity designated by the Board, subject to any restrictions set forth in the Right of First Refusal and Co-Sale Agreement.
Section 9.7 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, portable document format (.pdf), or other electronic signature (including via DocuSign or similar electronic signature platform), and any such electronic signature shall be deemed an original signature for all purposes and shall have the same force and effect as an original signature.
Section 9.8 — Specific Performance. The Parties acknowledge and agree that a breach of this Agreement would cause irreparable harm to the non-breaching Party for which monetary damages alone would not be an adequate remedy. Accordingly, the Parties agree that, in addition to any other remedies available at law or in equity, either Party shall be entitled to seek specific performance of the terms of this Agreement, injunctive relief, or other equitable remedies in any court of competent jurisdiction, without the necessity of proving actual damages or posting a bond or other security, to the fullest extent permitted by applicable law. The rights and remedies set forth in this Section 9.8 shall be cumulative and shall not be exclusive of any other rights or remedies available to the Parties at law or in equity.
Section 9.9 — No Employment Guarantee. Nothing in this Agreement shall confer upon Founder any right to continue in the employ or service of the Company or any subsidiary or affiliate thereof, or shall interfere with or restrict in any way the right of the Company or any subsidiary or affiliate thereof to terminate Founder's Service at any time, with or without Cause, with or without notice, and for any reason or no reason, subject to any separate written employment agreement between Founder and the Company. This Agreement shall not create any right of Founder to receive any compensation or benefits from the Company, except as expressly set forth herein.
Section 9.10 — Conflict with Other Agreements. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of any other agreement among the Parties (including, without limitation, the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, or the Voting Agreement), the terms and provisions of such other agreement shall control and govern to the extent of the conflict or inconsistency with respect to the specific subject matter addressed therein; provided, however, that the vesting provisions set forth in Article 2 of this Agreement and the Company's Repurchase Right set forth in Article 3 of this Agreement shall in all cases control and govern with respect to the vesting of and the Company's repurchase right over the Restricted Shares, and no provision of any other agreement shall be construed to modify, limit, or supersede such provisions without the express written consent of the Parties hereto and, to the extent required by Section 9.3, the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO FOUNDER STOCK RESTRICTION AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Founder Stock Restriction Agreement as of the date first written above.
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Date: February 9, 2026
Address: 225 Binney Street, Suite 400
Cambridge, MA 02142
FOUNDER:
________________________________________
Dr. Julian Ochoa
Date: February 9, 2026
Signature Page to Founder Stock Restriction Agreement
EXHIBIT A
VESTING SCHEDULE SUMMARY
The following table summarizes the vesting schedule applicable to the Restricted Shares held by Dr. Julian Ochoa pursuant to the Founder Stock Restriction Agreement dated as of February 9, 2026, by and between Meridian Diagnostics, Inc. and Dr. Julian Ochoa. This summary is provided for convenience only and is qualified in its entirety by reference to Article 2 of the Agreement.
Illustrative Vesting Timeline:
Note: Monthly vesting amounts are rounded down to the nearest whole share for each of the first 35 monthly installments, with the balance vesting on the final vesting date (June 15, 2027) so that the total number of Vested Shares equals 3,500,000. Actual figures may vary slightly due to rounding.
EXHIBIT B
FORM OF STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), or its assignee(s), the following shares of the Common Stock, par value $0.0001 per share, of the Company:
Number of Shares: ____
represented by Certificate No. _____ (or held in book-entry form), standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint the Secretary of the Company (or his or her designee) as attorney-in-fact, with full power of substitution, to transfer said shares on the books of the Company.
This Stock Assignment Separate from Certificate is being delivered pursuant to, and in accordance with, the terms of that certain Founder Stock Restriction Agreement, dated as of February 9, 2026, by and between the Company and the undersigned (the "Agreement"). This Stock Assignment is being executed and delivered to the Company to be held in escrow in accordance with Section 3.4 of the Agreement.
This Stock Assignment may be used only in connection with the exercise of the Company's Repurchase Right under Article 3 of the Agreement, and shall become effective only upon the Company's exercise of such Repurchase Right in accordance with the terms of the Agreement.
Date: ____
________________________________________
Dr. Julian Ochoa
Address: ________
________________________________________
INSTRUCTIONS: Please do not fill in the date. This Stock Assignment Separate from Certificate has been executed and delivered in connection with the Founder Stock Restriction Agreement, and will be held in escrow by the Secretary of the Company until such time as the Unvested Shares vest or are repurchased by the Company. The date line will be completed by the Company only upon exercise of the Repurchase Right.
EXHIBIT C
FORM OF JOINDER AGREEMENT
(For Permitted Transferees)
This Joinder Agreement (this "Joinder") is made and entered into as of ____, 20__, by the undersigned permitted transferee (the "Transferee") in favor of Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and Dr. Julian Ochoa (the "Founder").
RECITALS
WHEREAS, Founder is a party to that certain Founder Stock Restriction Agreement, d

FOUNDER STOCK RESTRICTION AGREEMENT

MERIDIAN DIAGNOSTICS, INC.

DR. JULIAN OCHOA

FOUNDER STOCK RESTRICTION AGREEMENT

RECITALS

ARTICLE 1: DEFINITIONS

ARTICLE 2: VESTING OF RESTRICTED SHARES

ARTICLE 3: COMPANY REPURCHASE RIGHT

ARTICLE 4: RESTRICTIONS ON TRANSFER

ARTICLE 5: TAX MATTERS

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF FOUNDER

ARTICLE 7: RIGHTS AS STOCKHOLDER

ARTICLE 8: COOPERATION AND FURTHER ASSURANCES

ARTICLE 9: GENERAL PROVISIONS

SIGNATURE PAGE TO FOUNDER STOCK RESTRICTION AGREEMENT

MERIDIAN DIAGNOSTICS, INC.

FOUNDER:

EXHIBIT A

VESTING SCHEDULE SUMMARY

EXHIBIT B

FORM OF STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

EXHIBIT C

FORM OF JOINDER AGREEMENT

RECITALS

Record

Parties

Dates

Amounts