ESCROW AGREEMENT
by and among
MERIDIAN DIAGNOSTICS, INC.
a Delaware corporation,
COBALT VENTURES FUND III, LP
a Delaware limited partnership, acting on behalf of itself and the other Investors named herein,
and
GRANITE TRUST COMPANY, N.A.
a national banking association, as Escrow Agent
Dated as of February 9, 2026
Calderwood & Harkness LLP Matter No. 1004-00001
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is entered into as of February 9, 2026, by and among:
(i) MERIDIAN DIAGNOSTICS, INC., a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142, Employer Identification Number 93-4127856, Delaware Corporation File No. 7294531 (the "Company");
(ii) COBALT VENTURES FUND III, LP, a limited partnership organized and existing under the laws of the State of Delaware, with its principal office located at 2400 Sand Hill Road, Suite 310, Menlo Park, California 94025, and its registered agent c/o Cascade Systems, 1209 Orange Street, Wilmington, Delaware 19801, Employer Identification Number 85-2093147 (the "Investor Representative"), acting on behalf of itself and the following co-investors (collectively with the Investor Representative, the "Investors"): Pinewood Health Ventures, LLC, a Delaware limited liability company; Thornfield Capital Partners, LP, a Delaware limited partnership; and Atlas Point Angel Syndicate, LLC, a Delaware limited liability company; and
(iii) GRANITE TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, with its principal office located at 1600 Market Street, 12th Floor, Philadelphia, Pennsylvania 19103, relationship manager: Denise Fairbanks (the "Escrow Agent").
The Company, the Investor Representative, and the Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company and the Investors have entered into that certain Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026 (the "Purchase Agreement"), pursuant to which the Investors have agreed to purchase, and the Company has agreed to sell and issue, an aggregate of 4,479,981 shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share (the "Shares"), at a price per share of $2.6786, for an aggregate purchase price of Twelve Million Dollars ($12,000,000) (the "Financing"). The Financing constitutes a simultaneous sign-and-close transaction, with the execution and delivery of the Purchase Agreement and the closing of the transactions contemplated thereby expected to occur on the same date (the "Recital A");
WHEREAS, in order to facilitate the simultaneous closing of the Financing and to ensure that all conditions precedent to the Closing (as defined below) under the Purchase Agreement are satisfied before the aggregate purchase price is released to the Company, the Parties desire to establish an escrow arrangement pursuant to which the aggregate purchase price of Twelve Million Dollars ($12,000,000) (the "Escrow Funds") shall be deposited by the Investors with the Escrow Agent and held and released in accordance with the terms and conditions set forth herein (the "Recital B");
WHEREAS, Granite Trust Company, N.A. is willing to accept appointment as, and to serve as, Escrow Agent upon the terms and conditions set forth in this Agreement (the "Recital C");
WHEREAS, Cobalt Ventures Fund III, LP, as the lead investor in the Financing, committing Seven Million Two Hundred Thousand Dollars ($7,200,000), representing sixty percent (60.0%) of the aggregate purchase price, has been duly designated by each of the other Investors — namely, Pinewood Health Ventures, LLC, Thornfield Capital Partners, LP, and Atlas Point Angel Syndicate, LLC — to act as the Investor Representative for purposes of this Agreement and to deliver instructions to the Escrow Agent on behalf of all Investors in connection with the escrow arrangements contemplated hereby. Evidence of such designation has been delivered to the Escrow Agent contemporaneously with the execution of this Agreement (the "Recital D"); and
WHEREAS, the Shares being sold and issued pursuant to the Purchase Agreement are being offered and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Regulation D, Rule 506(b) promulgated thereunder, and all Investors qualify as "accredited investors" as that term is defined in Rule 501(a) of Regulation D under the Securities Act (the "Recital E").
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE 1 — DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.
"Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in Philadelphia, Pennsylvania are authorized or required by law, regulation, or executive order to close.
"Closing" means the closing of the sale and purchase of the Shares and the other transactions contemplated by the Purchase Agreement, which is expected to occur on February 9, 2026.
"Closing Conditions" means the conditions precedent to the Closing set forth in the Purchase Agreement, including without limitation: (a) the filing and acceptance of the Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc. (the "Restated Certificate") with the Secretary of State of the State of Delaware; (b) the execution and delivery of each of the following ancillary agreements by the applicable parties thereto: (I) the Investors' Rights Agreement, (II) the Right of First Refusal and Co-Sale Agreement, (III) the Voting Agreement, and (IV) all Side Letter Agreements contemplated by the Purchase Agreement; (c) the delivery to the Investor Representative of a Secretary's Certificate of the Company certifying the Restated Certificate, bylaws, and board and stockholder resolutions; (d) the delivery to the Investor Representative of a Compliance Certificate and an Officer's Certificate executed by the Chief Executive Officer of the Company; (e) the delivery to the Investor Representative of certificates of good standing (or the equivalent) for the Company issued by (I) the Secretary of State of the State of Delaware and (II) the Secretary of the Commonwealth of Massachusetts, each dated not more than five (5) Business Days prior to the Closing; (f) the delivery to the Investor Representative of a legal opinion of Whitfield & Ames LLP, counsel to the Company, in form and substance reasonably acceptable to the Investor Representative and its counsel, Calderwood & Harkness LLP; (g) the execution and delivery by each of Dr. Priya Ramaswamy and Dr. Julian Ochoa of a Founder Stock Restriction Agreement in the form attached to the Purchase Agreement; (h) the execution and delivery by each key employee identified in the Purchase Agreement of a Proprietary Information and Inventions Assignment Agreement in the form attached to the Purchase Agreement; and (i) the truth and correctness in all material respects of the Company's representations and warranties set forth in the Purchase Agreement as of the date of the Closing.
"Deposit Deadline" means 12:00 p.m. Eastern Time on February 9, 2026.
"Escrow Account" means the segregated escrow account established and maintained by the Escrow Agent at Granite Trust Company, N.A. for purposes of holding the Escrow Funds in accordance with this Agreement.
"Escrow Funds" means the aggregate sum of Twelve Million Dollars ($12,000,000) to be deposited by the Investors into the Escrow Account in accordance with Section 2.1, consisting of the individual investment amounts set forth in Section 2.1 hereof.
"Investor Representative" means Cobalt Ventures Fund III, LP, in its capacity as representative of all Investors pursuant to Recital D and Section 3.4 of this Agreement.
"Joint Written Instructions" means written instructions signed by both (a) the Company, acting through its authorized signatory identified in Section 3.4, and (b) the Investor Representative, acting through its authorized signatory identified in Section 3.4, and delivered to the Escrow Agent in accordance with the notice provisions of Section 9 hereof.
"Outside Date" means February 28, 2026.
"Purchase Agreement" means the Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
"Release Date" means the date upon which the Escrow Agent disburses the Escrow Funds (or any portion thereof) pursuant to Article 3 of this Agreement.
All other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement, and such definitions are incorporated herein by reference.
ARTICLE 2 — ESTABLISHMENT OF ESCROW AND DEPOSIT OF FUNDS
Section 2.1 — Deposit of Escrow Funds.
Each Investor shall deposit its respective portion of the Escrow Funds into the Escrow Account by wire transfer of immediately available funds in United States dollars no later than the Deposit Deadline. The individual deposit amounts are as follows:
Each Investor shall initiate its wire transfer to the Escrow Account in accordance with the wire instructions set forth in Exhibit A attached hereto and incorporated herein by reference. Each Investor shall be solely responsible for any wire transfer fees charged by its originating bank in connection with its deposit. The Investor Representative shall use commercially reasonable efforts to coordinate with the other Investors to ensure that all deposits are made on a timely basis.
Section 2.2 — Escrow Account.
(a) Promptly following the execution and delivery of this Agreement, and in any event prior to the Deposit Deadline, the Escrow Agent shall establish and maintain a segregated, interest-bearing deposit account at Granite Trust Company, N.A., 1600 Market Street, 12th Floor, Philadelphia, Pennsylvania 19103, designated for the sole purpose of holding the Escrow Funds in accordance with the terms of this Agreement.
(b) The Escrow Account shall be titled: "Granite Trust Company, N.A. as Escrow Agent for Meridian Diagnostics, Inc. Series Seed Preferred Stock Financing."
(c) The Escrow Funds deposited into the Escrow Account shall not be commingled with any other funds of the Escrow Agent, the Company, the Investor Representative, or any other person or entity. The Escrow Agent shall maintain the Escrow Account as a segregated account, separate and apart from all other accounts maintained by the Escrow Agent.
(d) Promptly upon execution of this Agreement and establishment of the Escrow Account, the Escrow Agent shall provide the Investor Representative and the Company with the Escrow Account number and written confirmation that the account has been established and is ready to receive funds.
Section 2.3 — Confirmation of Receipt.
(a) The Escrow Agent shall notify the Investor Representative and the Company in writing (by email to the notice addresses set forth in Section 9 hereof) upon receipt of each individual wire transfer into the Escrow Account, specifying the amount received, the name of the remitting Investor, and the date and time of receipt.
(b) Upon receipt of the full aggregate deposit of Twelve Million Dollars ($12,000,000), the Escrow Agent shall deliver to the Investor Representative and the Company a written confirmation (by email to the notice addresses set forth in Section 9 hereof) certifying that all Escrow Funds have been received and are on deposit in the Escrow Account.
(c) If any Investor fails to deposit its respective portion of the Escrow Funds by the Deposit Deadline, the Escrow Agent shall promptly notify the Investor Representative and the Company of such failure, identifying the Investor that has failed to make its deposit and the amount of the shortfall. The Escrow Agent shall have no obligation to pursue or collect any delinquent deposit. Any remedies for failure to fund shall be as set forth in the Purchase Agreement.
Section 2.4 — Investment of Escrow Funds.
(a) Pending disbursement in accordance with Article 3, the Escrow Funds shall be held in an interest-bearing demand deposit account at Granite Trust Company, N.A. that is insured by the Federal Deposit Insurance Corporation ("FDIC") to the maximum extent available under applicable law and regulation. In the alternative, upon written direction of the Investor Representative delivered to the Escrow Agent, the Escrow Funds (or any portion thereof) may be invested in direct obligations of the United States of America (including United States Treasury bills, notes, or bonds) with maturities not exceeding thirty (30) days from the date of investment.
(b) All interest, income, or other earnings accruing on or generated by the Escrow Funds (collectively, "Earnings") shall accrue for the benefit of the Company and shall be disbursed to the Company together with the principal amount of the Escrow Funds upon release in accordance with Section 3.1. In the event of a return of the Escrow Funds to the Investors pursuant to Section 3.2, Earnings shall be distributed to the Investors on a pro rata basis as provided therein.
(c) The Escrow Agent shall not be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Section 2.4, or for any loss of principal resulting from any investment or the liquidation of any investment prior to maturity.
(d) For purposes of federal, state, and local income tax reporting, the Escrow Account shall be associated with the Company's Employer Identification Number (93-4127856). The Escrow Agent shall report all interest, income, or other Earnings on the Escrow Funds under the Company's EIN and shall issue IRS Form 1099-INT (or such other applicable form) to the Company as required by applicable law. The Company shall be responsible for the timely payment of all taxes, if any, attributable to such Earnings, except that in the event of a return of the Escrow Funds to the Investors under Section 3.2, the Parties shall cooperate in good faith to allocate any tax reporting obligations in a manner consistent with the economic arrangement described therein.
ARTICLE 3 — RELEASE AND DISBURSEMENT OF ESCROW FUNDS
Section 3.1 — Release Upon Satisfaction of Closing Conditions.
(a) Upon receipt by the Escrow Agent of Joint Written Instructions from the Company and the Investor Representative, substantially in the form attached hereto as Exhibit E, certifying that all Closing Conditions under the Purchase Agreement have been satisfied (or, to the extent permitted by the Purchase Agreement, waived), the Escrow Agent shall release and disburse the Escrow Funds and all accrued Earnings as follows:
(i) The Escrow Agent shall wire the sum of Eleven Million Nine Hundred Fifty Thousand Dollars ($11,950,000) to the Company's designated operating account in accordance with the wire instructions set forth in Exhibit B attached hereto and incorporated herein by reference. This amount represents the aggregate Escrow Funds of Twelve Million Dollars ($12,000,000) less the Fifty Thousand Dollars ($50,000) legal fee reimbursement described in clause (ii) below.
(ii) The Escrow Agent shall wire the sum of Fifty Thousand Dollars ($50,000) to Cobalt Ventures Fund III, LP (or to such other payee as Cobalt Ventures Fund III, LP may direct in the Joint Written Instructions) as reimbursement for legal fees and expenses of Calderwood & Harkness LLP incurred in connection with the Financing, pursuant to the legal fee reimbursement provision of the Purchase Agreement, which provides for the Company to reimburse the lead investor's legal fees in an amount not to exceed Fifty Thousand Dollars ($50,000).
(iii) The Escrow Agent shall disburse all accrued Earnings to the Company's designated operating account in accordance with the wire instructions set forth in Exhibit B.
(b) The Escrow Agent shall effect the disbursements described in Section 3.1(a) within one (1) Business Day following receipt of the Joint Written Instructions; provided, however, that if the Joint Written Instructions are received by the Escrow Agent on the date of the Closing (i.e., February 9, 2026) before 3:00 p.m. Eastern Time, the Escrow Agent shall use commercially reasonable efforts to effect such disbursements within two (2) hours of receipt of such instructions on such date.
(c) The Escrow Agent shall promptly provide written confirmation to the Company and the Investor Representative upon completion of all disbursements under this Section 3.1, including wire reference numbers and amounts disbursed.
Section 3.2 — Alternative: Release to Investors Upon Failure to Close.
(a) In the event that the Closing does not occur on or before February 28, 2026 (the "Outside Date"), or if the Company and the Investor Representative deliver Joint Written Instructions to the Escrow Agent, substantially in the form attached hereto as Exhibit F, directing the return of the Escrow Funds to the Investors, the Escrow Agent shall, within two (2) Business Days following (x) the Outside Date (if no Joint Written Instructions directing release under Section 3.1 have been received by such date) or (y) receipt of such Joint Written Instructions (if delivered prior to the Outside Date), return each Investor's deposited amount, together with such Investor's pro rata share of any accrued Earnings, to the respective wire origination account from which such Investor's deposit was received (or to such other account as such Investor may specify in writing to the Escrow Agent), as follows:
(i) Cobalt Ventures Fund III, LP: Seven Million Two Hundred Thousand Dollars ($7,200,000) plus its pro rata share (60.0%) of accrued Earnings;
(ii) Pinewood Health Ventures, LLC: Two Million Four Hundred Thousand Dollars ($2,400,000) plus its pro rata share (20.0%) of accrued Earnings;
(iii) Thornfield Capital Partners, LP: One Million Eight Hundred Thousand Dollars ($1,800,000) plus its pro rata share (15.0%) of accrued Earnings; and
(iv) Atlas Point Angel Syndicate, LLC: Six Hundred Thousand Dollars ($600,000) plus its pro rata share (5.0%) of accrued Earnings.
(b) For purposes of this Section 3.2, each Investor's "pro rata share" of accrued Earnings shall be calculated based on the ratio that such Investor's deposit amount bears to the total Escrow Funds deposited.
(c) The Escrow Agent shall promptly provide written confirmation to the Company and the Investor Representative upon completion of all return disbursements under this Section 3.2, including wire reference numbers and amounts returned to each Investor.
(d) In the event that the Escrow Agent is unable to return funds to any Investor's wire origination account (due to closure of such account, incorrect wire instructions, or other circumstances), the Escrow Agent shall promptly notify the Investor Representative and shall hold such Investor's funds pending receipt of updated wire instructions from the Investor Representative. The Escrow Agent shall have no liability for any delay in returning funds resulting from incorrect or insufficient wire instructions.
Section 3.3 — Partial Release.
No partial release or disbursement of the Escrow Funds shall be permitted except as expressly provided in Sections 3.1 and 3.2 of this Agreement or as directed by Joint Written Instructions delivered to the Escrow Agent in accordance with Section 3.4 and Section 9 hereof. The Escrow Agent shall have no obligation to effect any partial release absent such Joint Written Instructions.
Section 3.4 — Form of Instructions.
(a) All instructions to the Escrow Agent regarding the release, disbursement, or return of the Escrow Funds shall be in writing and signed by authorized representatives of both the Company and the Investor Representative. The Escrow Agent shall not be required to act on any instruction that is not in writing and signed by the authorized representatives identified in this Section 3.4. Oral instructions shall not be binding upon the Escrow Agent.
(b) The authorized signatory for the Company shall be:
Dr. Priya Ramaswamy, Chief Executive Officer & President
(c) The authorized signatories for the Investor Representative shall be:
Elaine Cho, Managing Partner, Cobalt Ventures GP III, LLC (general partner of Cobalt Ventures Fund III, LP)
or her designee:
Morgan Tsai, Vice President of Legal Affairs, Cobalt Ventures GP III, LLC
(d) The Company and the Investor Representative may designate alternate or additional authorized signatories by delivering written notice to the Escrow Agent in accordance with Section 9, together with specimen signatures of such alternate or additional signatories. Any such designation shall be effective upon the Escrow Agent's written acknowledgment of receipt thereof.
(e) The Escrow Agent shall be entitled to rely conclusively upon any instruction that bears the signature (whether original, facsimile, or electronic) of the authorized signatories identified in this Section 3.4 (or their designated alternates notified in writing to the Escrow Agent), and the Escrow Agent shall have no duty or obligation to make any independent investigation or inquiry as to the authority of any person purporting to be such an authorized signatory.
ARTICLE 4 — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT
Section 4.1 — Limited Duties.
(a) The Escrow Agent's duties and obligations under this Agreement are limited solely and exclusively to those expressly set forth herein. The Escrow Agent is acting as a stakeholder only and is not a party to, and has no interest in, the Purchase Agreement or any other transaction document related to the Financing (other than this Agreement).
(b) The Escrow Agent shall have no duty or obligation to interpret, construe, or enforce the Purchase Agreement or any ancillary agreement, document, or instrument entered into in connection with the Financing. The Escrow Agent shall not be required to determine whether the Closing Conditions have been satisfied or waived, it being understood that the Escrow Agent is entitled to rely solely on the Joint Written Instructions delivered by the Company and the Investor Representative as the basis for any release or return of the Escrow Funds.
(c) The Escrow Agent shall have no duty or obligation to monitor or enforce any condition to the Closing or to take any affirmative action to facilitate the Closing. The Escrow Agent's sole responsibilities are to (i) receive and hold the Escrow Funds in the Escrow Account, (ii) invest the Escrow Funds as directed in accordance with Section 2.4, (iii) release or return the Escrow Funds in accordance with Article 3, and (iv) perform such other ministerial duties as are expressly set forth in this Agreement.
(d) The Escrow Agent shall have no duty to inquire into the sufficiency, accuracy, or validity of any notice, instruction, certificate, signature, or other document that appears on its face to comply with the requirements of this Agreement, and the Escrow Agent shall be entitled to act in reliance upon any such document without liability, except as otherwise provided in Section 4.3.
Section 4.2 — Reliance on Instructions.
(a) The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any notice, instruction, certificate, request, consent, statement, direction, or other document or communication (collectively, "Communications") believed by it in good faith to be genuine and to have been signed, presented, or given by the proper party or parties, without any duty of independent investigation or verification.
(b) The Escrow Agent may consult with, and obtain advice from, its own legal counsel (including in-house counsel) with respect to any question arising under or in connection with this Agreement, and the Escrow Agent shall not be liable for any action taken, suffered, or omitted in good faith in accordance with the advice of such counsel.
(c) The Escrow Agent may perform any and all of its duties through agents, attorneys, custodians, or nominees, and shall not be liable for the acts or omissions of any such agent, attorney, custodian, or nominee appointed with reasonable care.
Section 4.3 — No Liability.
(a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith under this Agreement or in connection with the Escrow Funds, except for losses, damages, or expenses that are finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly from the Escrow Agent's own gross negligence, willful misconduct, or fraud.
(b) Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for:
(i) any delay, failure, or interruption in the performance of its obligations resulting from circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil disturbance, epidemic or pandemic, fire, flood, earthquake, governmental action, power outage, interruption of communications or wire transfer systems, failure of computer hardware or software, or any other event or cause outside the Escrow Agent's reasonable control (collectively, "Force Majeure Events");
(ii) any loss or diminution in value of the Escrow Funds resulting from the investment or deposit of such funds in accordance with Section 2.4, including any loss resulting from the insolvency or failure of any depository institution or issuer of any investment instrument, or from any decline in the market value of any such investment;
(iii) any delay in the processing or execution of wire transfers resulting from the acts or omissions of any intermediary bank, the Federal Reserve wire transfer system, or any other wire transfer system or clearinghouse; or
(iv) any federal, state, or local tax liability arising from the Escrow Funds or any Earnings thereon, except for the Escrow Agent's own tax reporting obligations as expressly set forth in Section 2.4(d) and Section 10.11.
Section 4.4 — Conflicting Instructions / Interpleader.
(a) In the event that the Escrow Agent receives or becomes aware of conflicting, inconsistent, or contradictory instructions or claims from the Company and the Investor Representative (or from any Investor or other person or entity) with respect to the Escrow Funds, the Escrow Agent may, in its sole and absolute discretion:
(i) refrain from taking any action (other than continuing to hold the Escrow Funds in the Escrow Account) until such time as the conflicting instructions or claims are resolved by (A) Joint Written Instructions from the Company and the Investor Representative, (B) a written agreement executed by all affected parties, or (C) a final, non-appealable order or judgment of a court of competent jurisdiction; or
(ii) deposit the Escrow Funds (including any accrued Earnings) into a court of competent jurisdiction in the State of Delaware or the Commonwealth of Pennsylvania by way of an action of interpleader, and upon such deposit, the Escrow Agent shall be relieved of all further obligations and liability under this Agreement with respect to the Escrow Funds so deposited.
(b) All costs and expenses incurred by the Escrow Agent in connection with any interpleader action (including, without limitation, reasonable attorneys' fees and court costs) shall be borne equally by the Company and the Investor Representative (one-half by the Company and one-half by the Investor Representative). The Escrow Agent shall be entitled to deduct such costs and expenses from the Escrow Funds prior to depositing the remainder with the court, unless the Company and the Investor Representative pay such costs and expenses directly.
Section 4.5 — Resignation and Removal.
(a) The Escrow Agent may resign from its duties and obligations under this Agreement at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Company and the Investor Representative in accordance with Section 9 hereof.
(b) The Escrow Agent may be removed at any time by Joint Written Instructions from the Company and the Investor Representative delivered to the Escrow Agent in accordance with Section 9 hereof.
(c) Upon the effective date of any resignation or removal of the Escrow Agent, the Escrow Agent shall transfer and deliver the Escrow Funds (including any accrued Earnings) to a successor escrow agent designated by the mutual written agreement of the Company and the Investor Representative, along with all records and documents relating to the Escrow Account. If no successor escrow agent is appointed by the Company and the Investor Representative within thirty (30) days after the date of the Escrow Agent's notice of resignation or the date of Joint Written Instructions directing removal (as applicable), the Escrow Agent may deposit the Escrow Funds (including any accrued Earnings) into a court of competent jurisdiction in the State of Delaware or the Commonwealth of Pennsylvania, and upon such deposit, the Escrow Agent shall be relieved of all further obligations and liability under this Agreement with respect to the Escrow Funds so deposited.
(d) Any successor escrow agent shall execute and deliver to the Company and the Investor Representative an instrument accepting such appointment, whereupon such successor escrow agent shall succeed to all of the rights, duties, and obligations of the Escrow Agent under this Agreement. Until a successor escrow agent accepts appointment or the Escrow Funds are deposited with a court as provided above, the resigning or removed Escrow Agent shall continue to hold the Escrow Funds and perform its duties under this Agreement.
ARTICLE 5 — COMPENSATION AND EXPENSES OF ESCROW AGENT
Section 5.1 — Fees.
The Company shall pay the Escrow Agent a one-time escrow administration fee and any applicable account maintenance fees or transaction-based fees in accordance with the Escrow Agent's standard fee schedule attached hereto as Exhibit C and incorporated herein by reference. All fees shall be payable by the Company upon execution of this Agreement or as otherwise specified in Exhibit C. All fees are non-refundable and shall not be subject to offset, reduction, or deduction for any reason.
Section 5.2 — Expense Reimbursement.
The Company shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties under this Agreement, including without limitation reasonable counsel fees and disbursements in the event that the Escrow Agent determines it necessary or appropriate to seek legal advice regarding the interpretation or performance of this Agreement, any dispute among the Parties, or any interpleader or other judicial proceeding. Such expenses shall be payable within thirty (30) days following receipt by the Company of an invoice from the Escrow Agent detailing such expenses.
Section 5.3 — Lien.
The Escrow Agent shall have, and is hereby granted, a first-priority lien on the Escrow Funds (including any accrued Earnings) for the payment of any unpaid fees owing to the Escrow Agent under Section 5.1 and any unreimbursed expenses owing under Section 5.2. Notwithstanding the foregoing, the Escrow Agent's lien shall be subject and subordinate to the prior right of the Investors to receive a return of their respective deposited funds (together with their pro rata share of accrued Earnings) under Section 3.2 in the event that the Closing does not occur.
ARTICLE 6 — INDEMNIFICATION OF ESCROW AGENT
Section 6.1 — Indemnification.
The Company and the Investor Representative, jointly and severally (provided that the Investor Representative's liability under this Section 6.1 shall be limited to its pro rata share of the Escrow Funds, i.e., the amount deposited by Cobalt Ventures Fund III, LP), shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (each, an "Escrow Agent Indemnified Party") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, penalties, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively, "Losses") arising out of, relating to, or in connection with this Agreement or the Escrow Agent's performance of its duties hereunder or the Escrow Agent's acceptance of its appointment hereunder, except to the extent that such Losses are finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly from the Escrow Agent's own gross negligence, willful misconduct, or fraud.
Section 6.2 — Survival.
The indemnification obligations of the Company and the Investor Representative under this Article 6 shall survive the termination of this Agreement, the disbursement of the Escrow Funds, and the resignation or removal of the Escrow Agent, and shall remain in full force and effect regardless of any investigation made by or on behalf of the Escrow Agent Indemnified Parties.
ARTICLE 7 — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Representations and Warranties of the Company.
The Company hereby represents and warrants to the Investor Representative and the Escrow Agent as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as presently conducted.
(b) Authority. The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, including the approval of the Company's Board of Directors and, to the extent required, the Company's stockholders.
(c) Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by the Company do not and will not (i) violate or conflict with the certificate of incorporation or bylaws (or other organizational documents) of the Company, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to the Company, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Company is a party or by which any of its properties are bound.
Section 7.2 — Representations and Warranties of the Investor Representative.
The Investor Representative hereby represents and warrants to the Company and the Escrow Agent as follows:
(a) Organization and Good Standing. Cobalt Ventures Fund III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full partnership power and authority to own its properties and conduct its business as presently conducted.
(b) Authority. The general partner of Cobalt Ventures Fund III, LP is Cobalt Ventures GP III, LLC, a Delaware limited liability company. Cobalt Ventures GP III, LLC has duly authorized the execution, delivery, and performance of this Agreement on behalf of Cobalt Ventures Fund III, LP, and all necessary partnership and limited liability company actions have been taken in connection therewith.
(c) Investor Representative Designation. The Investor Representative has been duly authorized by each of the co-investors — Pinewood Health Ventures, LLC, Thornfield Capital Partners, LP, and Atlas Point Angel Syndicate, LLC — to act as Investor Representative for purposes of this Agreement and to deliver instructions to the Escrow Agent on behalf of all Investors. The Investor Representative has delivered to the Escrow Agent evidence of such designation, and such designation has not been revoked or modified.
(d) Enforceability. This Agreement has been duly executed and delivered by the Investor Representative and constitutes the legal, valid, and binding obligation of the Investor Representative, enforceable against the Investor Representative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or at law).
(e) No Conflicts. The execution, delivery, and performance of this Agreement by the Investor Representative do not and will not (i) violate or conflict with the certificate of limited partnership, limited partnership agreement, or other organizational documents of Cobalt Ventures Fund III, LP or Cobalt Ventures GP III, LLC, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to the Investor Representative, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Investor Representative is a party or by which any of its properties are bound.
Section 7.3 — Representations and Warranties of the Escrow Agent.
The Escrow Agent hereby represents and warrants to the Company and the Investor Representative as follows:
(a) Organization and Good Standing. Granite Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority under its articles of association and applicable law to act as escrow agent and to perform its obligations under this Agreement.
(b) Authority. The execution, delivery, and performance of this Agreement by the Escrow Agent have been duly authorized by all necessary corporate action, and the person executing this Agreement on behalf of the Escrow Agent has been duly authorized to do so.
(c) No Conflicts. The execution, delivery, and performance of this Agreement by the Escrow Agent do not and will not (i) violate or conflict with the articles of association or bylaws of the Escrow Agent, (ii) violate any law, regulation, order, judgment, or decree applicable to the Escrow Agent, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Escrow Agent is a party or by which it or any of its properties are bound.
(d) FDIC Insurance. The Escrow Agent is a member of the Federal Deposit Insurance Corporation, and deposits held in the Escrow Account will be insured by the FDIC to the maximum extent available under applicable law and regulation.
ARTICLE 8 — TERMINATION
Section 8.1 — Termination.
This Agreement shall terminate upon the earliest to occur of the following:
(a) the disbursement of the entire Escrow Funds (including all accrued Earnings) in accordance with Article 3 hereof and the delivery by the Escrow Agent of written confirmation to the Company and the Investor Representative that all funds have been disbursed and the Escrow Account has been closed;
(b) the mutual written agreement of the Company and the Investor Representative (with written notice thereof to the Escrow Agent), provided that no termination under this clause (b) shall be effective unless and until all Escrow Funds (including all accrued Earnings) in the Escrow Account have been disbursed in accordance with the terms of this Agreement or Joint Written Instructions; or
(c) a final, non-appealable order or judgment of a court of competent jurisdiction directing the termination of this Agreement and the disposition of the Escrow Funds.
Section 8.2 — Survival.
Notwithstanding the termination of this Agreement, the provisions of Article 5 (Compensation and Expenses of Escrow Agent), Article 6 (Indemnification of Escrow Agent), Section 9 (Notices), and Section 10.11 (Tax Reporting), and any other provisions of this Agreement that by their nature or terms are intended to survive termination, shall survive the termination of this Agreement and shall remain in full force and effect.
ARTICLE 9 — NOTICES
Section 9.1 — Notice Addresses.
All notices, requests, instructions, consents, directions, and other communications required or permitted under this Agreement shall be in writing and shall be addressed as follows:
If to the Company:
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142
Attention: Dr. Priya Ramaswamy, Chief Executive Officer & President
Email: pramaswamy@meridiandiagnostics.com
with a copy (which shall not constitute notice) to:
Whitfield & Ames LLP 100 Federal Street, 30th Floor Boston, Massachusetts 02110
Attention: Catherine Devereaux
Email: cdevereaux@whitfieldames.com
If to the Investor Representative:
Cobalt Ventures Fund III, LP 2400 Sand Hill Road, Suite 310 Menlo Park, California 94025
Attention: Morgan Tsai, Vice President 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, California 94025
Attention: Kevin Ostrowski
Email: kostrowski@calderwoodharkness.com
If to the Escrow Agent:
Granite Trust Company, N.A. 1600 Market Street, 12th Floor Philadelphia, Pennsylvania 19103
Attention: Denise Fairbanks, Relationship Manager
Email: dfairbanks@granitetrust.com
Any Party may change its notice address or email address by giving written notice of such change to each of the other Parties in accordance with this Section 9.
Section 9.2 — Method of Notice.
Notices, requests, instructions, and other communications delivered under this Agreement shall be deemed to have been duly given and to be effective:
(a) if delivered personally, upon delivery to the addressee (or to an officer or agent of the addressee authorized to receive notices);
(b) if sent by a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), on the next Business Day following the date of deposit with such courier service, properly addressed and with all charges prepaid;
(c) if transmitted by email, upon confirmation of receipt by the addressee (which may be evidenced by a reply email or an automated read receipt), provided that a copy of such email is also sent by one of the methods described in clauses (a), (b), or (d) within one (1) Business Day after such email transmission; or
(d) if sent by United States mail, certified, return receipt requested, with postage prepaid, on the third (3rd) Business Day following the date of deposit in the United States mail, properly addressed.
Notwithstanding the foregoing, any notice, instruction, or communication to the Escrow Agent shall not be deemed effective until actually received by the Escrow Agent.
ARTICLE 10 — GENERAL PROVISIONS
Section 10.1 — Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules or principles of the State of Delaware or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 10.2 — Jurisdiction and Venue.
Each of the Parties hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the courts of the State of Delaware sitting in New Castle County and the United States District Court for the District of Delaware for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and (b) waives any objection that it may now or hereafter have 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. Each of the Parties hereby agrees that service of process may be effected in any manner permitted by applicable law.
Section 10.3 — Entire Agreement.
This Agreement (together with all Exhibits attached hereto, which are incorporated herein by reference and made a part hereof) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No Party has relied on any statement, representation, warranty, or agreement of any other Party except for those expressly set forth in this Agreement.
Section 10.4 — Amendments.
This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of the Company, the Investor Representative, and the Escrow Agent. No amendment shall be effective unless it is in writing and signed by all three Parties.
Section 10.5 — Assignment.
No Party may assign, transfer, or delegate any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect. Notwithstanding the foregoing, the Investor Representative may assign its rights and obligations as Investor Representative to a successor Investor Representative designated by a majority-in-interest (based on the respective deposit amounts) of the Investors, provided that written notice of such assignment, together with evidence of such designation, is delivered to the Company and the Escrow Agent in accordance with Section 9 hereof.
Section 10.6 — Waiver.
No waiver of any provision of this Agreement or of any right or remedy hereunder shall be effective unless in writing and signed by the Party granting such waiver. No single or partial exercise of, or failure or delay in exercising, any right, power, or remedy by any Party shall constitute a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies available at law or in equity.
Section 10.7 — Severability.
If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of such provision), and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
Section 10.8 — Counterparts; Electronic Signatures.