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INDEMNIFICATION AGREEMENT

between

MERIDIAN DIAGNOSTICS, INC.

and

DAVID HARGROVE

Dated as of February 9, 2026

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of February 9, 2026 (the "Effective Date"), by and between Meridian Diagnostics, Inc., a Delaware C-corporation, with its principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142 (the "Company"), and David Hargrove, an individual, a Partner of Cobalt Ventures LP, serving as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP (the "Indemnitee"). The Company and the Indemnitee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company recognizes the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents, and fiduciaries to expensive litigation risks at the same time that the availability of directors' and officers' liability insurance has been restricted, and the Company further recognizes the difficulty in attracting and retaining qualified, experienced, and capable persons to serve as directors and acknowledges that highly competent persons have become more reluctant to serve as directors unless they are provided with adequate protection through indemnification and insurance against the risks of claims and actions against them arising out of their service to and activities on behalf of the Company (Recital A);

WHEREAS, the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 9, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Certificate of Incorporation"), and the Amended and Restated Bylaws of the Company adopted on February 9, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Bylaws"), each provide for the indemnification of the Company's directors and officers to the maximum extent permitted by the General Corporation Law of the State of Delaware (the "DGCL") (Recital B);

WHEREAS, the Company and the Indemnitee recognize that the indemnification provisions set forth in the DGCL, the Certificate of Incorporation, and the Bylaws are subject to change by legislative action and judicial interpretation, may be inadequate in scope or otherwise insufficient to provide the Indemnitee with complete protection against the costs and risks associated with serving as a director, and the Company desires to provide the Indemnitee with additional contractual assurances of indemnification and advancement of Expenses regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation or the Bylaws, any change in the composition of the Board of Directors of the Company, or any change in control or business combination involving the Company (Recital C);

WHEREAS, the Indemnitee is being appointed to the Board of Directors of the Company (the "Board") as the director designee of Cobalt Ventures Fund III, LP pursuant to the Voting Agreement dated as of February 9, 2026, by and among the Company and certain of its stockholders (the "Voting Agreement"), and in consideration of the Indemnitee's agreement to serve in such capacity, the Company has agreed to enter into this Agreement with the Indemnitee (Recital D);

WHEREAS, concurrently herewith, the Company is entering into that certain Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026 (the "Purchase Agreement"), pursuant to which Cobalt Ventures Fund III, LP and certain other investors are purchasing shares of the Company's Series Seed Preferred Stock, and in connection therewith the Company has entered into the Voting Agreement, which provides for a five-member Board of Directors composed of (i) two directors designated by the holders of Common Stock (the "Common Directors," who shall initially be the founders of the Company), (ii) one director designated by the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (the "Preferred Director," who shall initially be the Indemnitee as the designee of Cobalt Ventures Fund III, LP), and (iii) two independent directors mutually agreed upon by the Common Directors and the Preferred Director (Recital E); and

WHEREAS, the Company desires the Indemnitee to serve as a director of the Company free from undue concern that he will not be adequately protected against the costs, liabilities, and risks associated with such service, and the Indemnitee is willing to serve as a director of the Company on the condition, among others, that he be so indemnified (Recital F).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

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

Section 1.1 — "Action." The term "Action" shall mean any threatened, pending, or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of the Company or otherwise, whether civil, criminal, administrative, investigative, or other, and whether formal or informal, including any appeal therefrom. For the avoidance of doubt, the term "Action" shall include any proceeding brought before any governmental authority, regulatory body, or self-regulatory organization, and any proceeding initiated by the Indemnitee to enforce his rights under this Agreement in accordance with Article 6 hereof.

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

Section 1.3 — "Change in Control." The term "Change in Control" shall mean the occurrence, after the date of this Agreement, of any of the following events:

(a) the consummation of a merger or consolidation of the Company with or into any other corporation or entity, unless, immediately following such merger or consolidation, the outstanding voting securities of the Company immediately prior to such merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the surviving entity or its parent;

(b) the sale, lease, exchange, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any person, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended);

(c) the acquisition, directly or indirectly, by any person, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding voting securities; or

(d) the dissolution or liquidation of the Company.

For purposes of this definition, the Parties acknowledge that the Voting Agreement contains a drag-along provision that may be triggered at an aggregate consideration of eighty-four million dollars ($84,000,000) (representing two times (2×) the post-money valuation of the Company as determined in connection with the Purchase Agreement) or greater, and the consummation of any transaction pursuant to such drag-along provision shall constitute a Change in Control hereunder.

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

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

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

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

Section 1.8 — "Excluded Action." The term "Excluded Action" shall mean:

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

(b) any Action relating to an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local statute; and

(c) any Action in connection with which indemnification is prohibited by applicable law, including, without limitation, claims under Section 174 of the DGCL for the unlawful payment of dividends or unlawful stock purchases or redemptions.

Section 1.9 — "Expenses." The term "Expenses" shall mean all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees, retainers, court costs, transcript costs, fees of expert and fact witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local, or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements, costs, or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling, or otherwise participating in any Action), including any such costs incurred in connection with any appeal resulting from any Action. Expenses shall also include Expenses incurred in connection with any Action relating to an Indemnifiable Event for which the Indemnitee is not a named defendant or respondent but which involves matters related to the Indemnitee's service as a director of the Company or any Enterprise.

Section 1.10 — "Indemnifiable Event." The term "Indemnifiable Event" shall mean any event or occurrence that takes place either prior to, on, or after the date of execution of this Agreement, related to the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another Enterprise, or by reason of any action or inaction, or any act or omission, by the Indemnitee in any such capacity, whether or not the basis of the Action is alleged action or inaction in an official capacity as a director, officer, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, employee, trustee, agent, or fiduciary.

Section 1.11 — "Independent Counsel." The term "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three (3) years has been, retained to represent: (a) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of the Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (b) any other party to the Action giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an Action to determine the Indemnitee's rights under this Agreement.

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

ARTICLE 2 — SERVICES BY INDEMNITEE

Section 2.1 — Agreement to Serve. The Indemnitee agrees to serve as a member of the Board of Directors of Meridian Diagnostics, Inc. as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP, for so long as the Indemnitee is duly designated pursuant to the Voting Agreement and is willing to serve in such capacity. The Company acknowledges that the Indemnitee is also a Partner of Cobalt Ventures LP, with principal offices at 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025, and that the Indemnitee may have fiduciary and other duties and obligations to Cobalt Ventures LP, Cobalt Ventures Fund III, LP, Cobalt Ventures GP III, LLC, and their respective affiliated entities, portfolio companies, limited partners, and other stakeholders. Nothing in this Agreement shall be construed to limit or otherwise restrict the Indemnitee's ability to fulfill such duties and obligations to entities other than the Company.

Section 2.2 — Duration of Service. The Indemnitee may resign from the Board at any time and for any reason upon written notice to the Company. The Company may remove the Indemnitee from the Board in accordance with the applicable provisions of the DGCL, the Certificate of Incorporation, the Bylaws, and the Voting Agreement. This Agreement shall not impose any obligation on the Indemnitee to continue to serve as a director or in any other capacity for the Company or any Enterprise, nor shall it constitute a contract of employment or otherwise restrict the right of the Indemnitee to resign or the right of the Company or its stockholders to remove the Indemnitee in accordance with applicable law and the governing documents of the Company.

Section 2.3 — Continued Protections. The indemnification, advancement of Expenses, and all other rights provided under this Agreement shall continue after the Indemnitee has ceased serving as a director of the Company (whether by reason of resignation, removal, expiration of term, or otherwise) and shall inure to the benefit of the Indemnitee and the Indemnitee's heirs, executors, administrators, and personal representatives, with respect to any Action arising out of or relating to any Indemnifiable Event that occurred during the period of the Indemnitee's service as a director of the Company or any Enterprise, regardless of when such Action is threatened, commenced, or completed.

ARTICLE 3 — INDEMNIFICATION

Section 3.1 — General Indemnification Obligation. The Company shall indemnify, defend, and hold harmless the Indemnitee to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the DGCL permitted prior to such amendment), against all Expenses and Losses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with any Indemnifiable Event, including, without limitation, in connection with the investigation, defense, settlement, or appeal of any Action relating to an Indemnifiable Event. The rights to indemnification provided in this Article 3 shall apply regardless of whether the Indemnifiable Event occurred before, on, or after the date of this Agreement.

Section 3.2 — Third-Party Actions. Without limiting the generality of Section 3.1, if the Indemnitee is, was, or becomes a party to, or is threatened to be made a party to, or is otherwise involved in (including, without limitation, as a witness) any Action (other than an Action by or in the right of the Company) by reason of an Indemnifiable Event, the Company shall indemnify the Indemnitee against all Expenses and Losses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with the investigation, defense, settlement, or appeal of such Action; provided, however, that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; and provided, further, that with respect to any criminal Action or proceeding, the Indemnitee had no reasonable cause to believe that the Indemnitee's conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Action, that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was unlawful.

Section 3.3 — Derivative Actions. Without limiting the generality of Section 3.1, if the Indemnitee is, was, or becomes a party to, or is threatened to be made a party to, or is otherwise involved in any Action by or in the right of the Company by reason of an Indemnifiable Event, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with the investigation, defense, settlement, or appeal of such Action; provided, however, that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Losses shall be made under this Section 3.3 in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company by a final, non-appealable judgment of a court of competent jurisdiction, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Action was brought shall determine, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery or such other court shall deem proper.

Section 3.4 — Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion but not all of the Expenses and/or Losses incurred by the Indemnitee in connection with any Action, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and/or Losses to which the Indemnitee is entitled. Without limiting the generality of the foregoing, if any Action is brought against the Indemnitee and is resolved in a manner such that certain claims or matters are resolved in favor of the Indemnitee and other claims or matters are not, the Company shall indemnify the Indemnitee for all Expenses and Losses reasonably allocable to the claims or matters resolved in the Indemnitee's favor.

Section 3.5 — Indemnification for Actions to Enforce This Agreement. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is successful (on the merits or otherwise) in any Action to enforce the Indemnitee's rights under this Agreement, including any Action described in Article 6, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with such Action. If the Indemnitee is not wholly successful in such Action but is successful on one or more but less than all of the claims, issues, or matters asserted in such Action, the Company shall indemnify the Indemnitee against all Expenses reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with each successfully resolved claim, issue, or matter. For purposes of this Section 3.5, the term "successful" shall include, but shall not be limited to, (a) the dismissal of an Action, with or without prejudice, (b) the settlement of an Action, and (c) any determination that the Indemnitee is entitled to indemnification or advancement of Expenses under this Agreement.

Section 3.6 — Witness Expenses. To the extent that the Indemnitee is, by reason of the Indemnitee's status as a current or former director of the Company, a witness in, or is required to respond to discovery requests in, any Action to which the Indemnitee is not a party, the Company shall reimburse the Indemnitee for all Expenses actually and reasonably incurred by the Indemnitee in connection therewith, including, without limitation, travel expenses, lost wages, and attorneys' fees.

ARTICLE 4 — ADVANCEMENT OF EXPENSES

Section 4.1 — Advancement Obligation. The Company shall advance all Expenses incurred by the Indemnitee in connection with any Action (including any Indemnifiable Event) within thirty (30) days after the receipt by the Company of a written request for advancement from the Indemnitee, whether prior to or after final disposition of such Action. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include, or be preceded or accompanied by, an undertaking described in Section 4.2. The advancement of Expenses shall be made without regard to the Indemnitee's ability to repay such amounts, without regard to the Indemnitee's ultimate entitlement to indemnification under this Agreement or otherwise, and without any prior determination as to whether indemnification is proper in the circumstances. The Company shall make each such advance within thirty (30) days of the Company's receipt of the applicable written request and documentation.

Section 4.2 — Undertaking to Repay. The advancement of Expenses to the Indemnitee under this Article 4 shall be conditioned upon the Company's receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced if and to the extent that it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified by the Company under this Agreement, the DGCL, the Certificate of Incorporation, the Bylaws, or otherwise. The undertaking required by this Section 4.2 shall be an unlimited general obligation of the Indemnitee, but need not be secured, and shall be accepted without reference to the financial ability of the Indemnitee to make repayment. No interest shall accrue on any amounts advanced to the Indemnitee or required to be repaid by the Indemnitee pursuant to this Section 4.2.

Section 4.3 — Documentation. In connection with any request for advancement of Expenses, the Indemnitee shall submit to the Company reasonable documentation evidencing the Expenses incurred, including invoices from legal counsel and other service providers (which may be redacted to preserve any privilege or work product protection). Such documentation shall be accompanied by a statement from the Indemnitee or the Indemnitee's counsel that the Expenses were incurred in connection with an Indemnifiable Event and are of the type for which advancement is sought under this Agreement. The Company agrees that it shall not require the Indemnitee to provide detailed billing narratives to the extent that doing so would require the disclosure of privileged communications or attorney work product.

Section 4.4 — No Presumption of Non-Entitlement. The advancement of Expenses by the Company to the Indemnitee pursuant to this Article 4 shall not constitute a determination by the Company or the Board that the Indemnitee has met or has not met the applicable standard of conduct for indemnification, nor shall it create any presumption that the Indemnitee is or is not entitled to indemnification under this Agreement, the DGCL, the Certificate of Incorporation, the Bylaws, or otherwise. The advancement of Expenses shall not be deemed to be a waiver by the Company of any right it may have to seek repayment of such Expenses pursuant to the undertaking described in Section 4.2.

ARTICLE 5 — PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 5.1 — Indemnification Request. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor, which request shall include documentation and information that is reasonably available to the Indemnitee and is reasonably necessary to determine the Indemnitee's entitlement to indemnification hereunder. The request may be delivered at such time as the Indemnitee deems appropriate in the Indemnitee's discretion, including after the final disposition of an Action. The Secretary of the Company shall, promptly upon receipt of such request, advise the Board in writing that the Indemnitee has requested indemnification. Delay or failure by the Indemnitee in notifying the Company of an indemnification request shall not constitute a waiver of any right the Indemnitee may have under this Agreement and shall not relieve the Company of its obligations hereunder, except to the extent that the Company is actually and materially prejudiced by such delay or failure.

Section 5.2 — Determination of Entitlement. Upon receipt of the Indemnitee's written request for indemnification, the Company shall determine whether the Indemnitee has met the applicable standard of conduct set forth in the DGCL and this Agreement. Such determination shall be made in the specific case in one of the following ways:

(a) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

(b) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

(c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; or

(d) by the stockholders of the Company.

Section 5.3 — Selection of Independent Counsel. In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5.2(c), the Independent Counsel shall be selected by the Board and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned, or delayed. If the Indemnitee does not approve the Independent Counsel selected by the Board within fifteen (15) days of receipt of written notice of the Board's selection, the Board shall select an alternative Independent Counsel, and the Indemnitee shall approve or disapprove of such selection within ten (10) days. If the Parties are unable to agree upon Independent Counsel within thirty (30) days after the initial selection, either Party may petition the Court of Chancery of the State of Delaware to appoint Independent Counsel. Notwithstanding the foregoing, in the event that a Change in Control shall have occurred after the date of this Agreement, the Independent Counsel shall be selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld, conditioned, or delayed. The Company shall pay the reasonable fees and expenses of the Independent Counsel and shall fully indemnify such Independent Counsel against any and all expenses, claims, liabilities, and damages arising out of or relating to the engagement of such Independent Counsel pursuant to this Agreement.

Section 5.4 — Timing. The Company shall use its best efforts to make the determination of entitlement to indemnification promptly following receipt of the Indemnitee's written request therefor. In any event, such determination shall be made within sixty (60) days following the Company's receipt of the Indemnitee's written request for indemnification. If the Company fails to make a determination within such sixty (60)-day period, the requisite determination of entitlement to indemnification shall be deemed to have been made in favor of the Indemnitee, and the Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Section 5.5 — Presumptions. In making any determination with respect to entitlement to indemnification under this Agreement, the person, persons, or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that the Indemnitee is entitled to indemnification under this Agreement. The Company shall have the burden of proof to overcome such presumption in connection with the making of any determination contrary to that presumption, and such burden of proof shall be by clear and convincing evidence. Neither the failure of the Company (including its Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the Action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not meet the applicable standard of conduct.

ARTICLE 6 — REMEDIES OF INDEMNITEE

Section 6.1 — Adjudication or Arbitration. In the event that (a) the Company denies a written request for indemnification or advancement of Expenses, in whole or in part, (b) no determination of entitlement to indemnification is timely made pursuant to Section 5.4, (c) the advancement of Expenses is not timely made pursuant to Section 4.1, or (d) payment of indemnification pursuant to this Agreement is not made within thirty (30) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to commence an Action in any court of competent jurisdiction in the State of Delaware, including the Court of Chancery, to recover the unpaid amount of such claim, together with interest thereon at the legal rate under the laws of the State of Delaware from the date on which such amount was due. Alternatively, the Indemnitee, at the Indemnitee's option, may seek an award in arbitration, to be conducted by a single arbitrator mutually agreed upon by the Parties (or, if the Parties cannot agree, selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association), with such arbitration to be held in Wilmington, Delaware.

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

Section 6.3 — Company Shall Not Adopt Adverse Position. The Company agrees that neither the failure of the Company (including its Board, Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action pursuant to this Article 6 that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board, Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the Action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company further agrees that it shall not assert in any Action commenced pursuant to this Article 6 that the procedures and presumptions of this Agreement are not valid, binding, or enforceable.

Section 6.4 — Expenses of Enforcement. If the Indemnitee is successful, in whole or in part, in any Action commenced pursuant to this Article 6, or in any Action to which the Indemnitee is a party by reason of the Indemnitee's status as a current or former director of the Company, seeking to enforce the Indemnitee's rights under this Agreement, the Company shall reimburse the Indemnitee for all Expenses actually and reasonably incurred by the Indemnitee in connection with such Action, including attorneys' fees, court costs, and expert witness fees. For purposes of this Section 6.4, the Indemnitee shall be deemed to have been "successful" if the Action is disposed of, on the merits or otherwise (including a disposition prior to judgment based on a settlement by the Company of the claims at issue in the Action), without an adverse final adjudication against the Indemnitee on the merits.

ARTICLE 7 — DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Section 7.1 — Maintenance of Insurance. The Company shall use commercially reasonable efforts to obtain and maintain in full force and effect a policy or policies of directors' and officers' liability insurance ("D&O Insurance") providing coverage to the Indemnitee that is no less favorable in terms and conditions (including the amount of coverage, the scope of coverage, and the conditions of coverage) than those applicable to any other director or officer of the Company, for so long as the Indemnitee may be subject to any pending or possible Action by reason of the Indemnitee's service as a director of the Company or any Enterprise. The Company shall promptly notify the Indemnitee of any material change in the D&O Insurance coverage, including any reduction in coverage, increase in deductible or retention, material change in policy terms, or cancellation or non-renewal of any D&O Insurance policy.

Section 7.2 — Notice to Insurer. If, at the time of the receipt of a notice of an Action pursuant to the terms of this Agreement or otherwise, the Company has D&O Insurance in effect under which coverage for such Action may be available, the Company shall give prompt notice of such Action to the insurer(s) in accordance with the procedures set forth in the applicable D&O Insurance policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurer(s) to pay, on behalf of the Indemnitee, all amounts payable as a result of such Action in accordance with the terms of such D&O Insurance policy or policies.

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

Section 7.4 — No Obligation if Unavailable. Notwithstanding the provisions of Section 7.1, the Company shall not be required to obtain or maintain D&O Insurance if the Company determines in good faith that (a) such insurance is not reasonably available in the commercial insurance market, (b) the annual premium costs for such insurance are disproportionate to the amount and scope of coverage provided, or (c) the coverage provided by available policies is so reduced in scope or amount as to provide an insufficient benefit to the Indemnitee. In the event that the Company determines not to maintain D&O Insurance pursuant to this Section 7.4, the Company shall promptly notify the Indemnitee in writing of such determination and the reasons therefor. The Company's obligations under this Agreement, including its indemnification and advancement obligations, shall not be diminished or otherwise affected by the Company's failure or inability to obtain or maintain D&O Insurance.

ARTICLE 8 — EXCLUSIONS

Section 8.1 — Excluded Actions. Notwithstanding any other provision of this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment or to advance Expenses to the Indemnitee with respect to:

(a) any Action initiated or brought voluntarily by the Indemnitee against the Company or any of its directors, officers, or employees, unless (i) such Action is commenced by the Indemnitee to enforce the Indemnitee's rights under this Agreement (including any Action described in Article 6), (ii) the Board has authorized, consented to, or approved the initiation or bringing of such Action, or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under the DGCL or otherwise;

(b) any Action for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto, or similar provisions of any federal, state, or local statute or regulation;

(c) any indemnification or advancement of Expenses that is prohibited by applicable law, as determined by a final, non-appealable judgment of a court of competent jurisdiction; or

(d) any Action in connection with which a final, non-appealable judgment or order of a court of competent jurisdiction determines that the Indemnitee's conduct constituted willful misconduct, a knowing violation of law, fraud, or a transaction from which the Indemnitee derived an improper personal benefit.

For the avoidance of doubt, notwithstanding the exclusions set forth in this Section 8.1, the Company shall advance Expenses to the Indemnitee in accordance with Article 4 pending a final, non-appealable determination as to whether any of the exclusions set forth in clauses (c) or (d) above apply.

ARTICLE 9 — CONTRIBUTION

Section 9.1 — Right to Contribution. To the extent that the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason other than an exclusion set forth in Article 8, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the Losses and Expenses actually and reasonably incurred by the Indemnitee, whether for Losses, Expenses, judgments, fines, penalties, or amounts paid or payable in settlement, in connection with any Action, in such proportion as is determined to be fair and reasonable in light of all of the circumstances of such Action, in order to reflect (a) the relative benefits received by the Company and the Indemnitee as a result of the events and transactions giving rise to such Action, and (b) the relative fault of the Company (and its other directors, officers, and employees) and the Indemnitee in connection with such events and transactions, as well as any other relevant equitable considerations. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such Losses or Expenses. The Company and the Indemnitee agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take into account the equitable considerations referred to in this Section 9.1.

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

ARTICLE 10 — NON-EXCLUSIVITY; PRIORITY

Section 10.1 — Non-Exclusivity. The rights of indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and the Indemnitee, any vote of stockholders or Disinterested Directors, the DGCL, or otherwise, both as to an Action in the Indemnitee's official capacity and as to an Action in another capacity while holding such office. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, the Bylaws, and this Agreement, it is the intent of the Parties that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy conferred by this Agreement is intended to be exclusive of any other right or remedy, and every such right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

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

Section 10.3 — Primary Obligation. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of Expenses, and/or insurance provided by Cobalt Ventures LP, Cobalt Ventures Fund III, LP, Cobalt Ventures GP III, LLC, or their respective affiliates (collectively, the "Fund Indemnitors"). The Company agrees and acknowledges that (a) the Company is the indemnitor of first resort (i.e., the Company's obligations to the Indemnitee under this Agreement are primary and any obligation of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Expenses or Losses incurred by the Indemnitee are secondary to the Company's obligations), (b) the Company shall be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses and Losses to the extent legally permitted and as required by this Agreement, the Certificate of Incorporation, the Bylaws, or any other agreement between the Company and the Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (c) the Company irrevocably waives, relinquishes, and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation, or any other recovery of any kind in connection therewith. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Indemnitee agrees to execute all documents necessary to effectuate the subrogation rights described herein. In no event shall the Company be entitled to any right of subrogation against, or contribution from, any Fund Indemnitor.

ARTICLE 11 — GENERAL PROVISIONS

Section 11.1 — Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any direct or indirect successor, by purchase, merger, consolidation, or otherwise, to all or substantially all of the business or assets of the Company, and shall inure to the benefit of the Indemnitee and the Indemnitee's heirs, executors, administrators, and personal representatives. The Company shall require and cause any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The Company shall not consummate any such merger, consolidation, sale of assets, or other reorganization unless the successor entity assumes this Agreement in accordance with this Section 11.1.

Section 11.2 — Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested thereby. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties.

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

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

Email: dhargrove@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

or to such other address as any Party may have furnished to the other Party in writing in accordance with this Section 11.3. Notices delivered personally shall be deemed given upon delivery. Notices sent by overnight courier shall be deemed given on the next business day following deposit with the courier service. Notices sent by registered or certified mail shall be deemed given on the third business day following the date of mailing. Notices sent by electronic mail shall be deemed given upon confirmation of receipt by the receiving party (excluding any automated "out of office" or similar response).

Section 11.4 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. The Parties agree that the provisions of this Agreement are intended to be interpreted and applied in a manner consistent with the DGCL, including Sections 102(b)(7) and 145 thereof, and to the extent that any provision of this Agreement is inconsistent therewith, such provision shall be deemed modified to the extent necessary to comply with applicable law.

Section 11.5 — Consent to Jurisdiction. Each Party hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the State of Delaware, including the Court of Chancery of the State of Delaware, and the United States District Court for the District of Delaware, for any Action arising out of or relating to this Agreement or the rights or obligations of the Parties hereunder, and each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, or otherwise, any claim that it is not subject to the jurisdiction of such courts, that the venue of any such Action is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such courts. Each Party further consents to the service of process in any such Action by registered or certified mail, return receipt requested, addressed to such Party at the address set forth in Section 11.3, or by any other method permitted by applicable law.

Section 11.6 — Entire Agreement. This Agreement, together with the Certificate of Incorporation, the Bylaws, and the Voting Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter of this Agreement. There are no warranties, representations, or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein.

Section 11.7 — Amendment and Waiver. No amendment, modification, termination, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties hereto. No waiver of any right or remedy under this Agreement shall operate as a waiver of such right or remedy at any other time or shall constitute a waiver of any other right or remedy, whether similar or dissimilar. The failure of any Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party's rights or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Section 11.8 — No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) to the extent that the Indemnitee has otherwise actually received payment for such amounts under any D&O Insurance policy, under the Certificate of Incorporation, the Bylaws, or any other agreement of the Company or any Enterprise, or from any Fund Indemnitor. Notwithstanding the foregoing, this Section 11.8 shall not limit or otherwise affect the Company's obligation as indemnitor of first resort pursuant to Section 10.3.

Section 11.9 — Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any of its subsidiaries against the Indemnitee, the Indemnitee's estate, spouse, heirs, executors, or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company or any of its subsidiaries shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two (2)-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. This Section 11.9 shall not apply to any Action initiated by the Indemnitee to enforce the Indemnitee's rights under this Agreement.

Section 11.10 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., DocuSign) or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall be treated as original signatures for all purposes of this Agreement and applicable law.

Section 11.11 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Indemnification Agreement as of the date first set forth above.

MERIDIAN DIAGNOSTICS, INC.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer & President

Date: February 9, 2026

INDEMNITEE

________________________________________

Name: David Hargrove

Date: February 9, 2026

INDEMNIFICATION AGREEMENT
between
MERIDIAN DIAGNOSTICS, INC.
and
DAVID HARGROVE
Dated as of February 9, 2026
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of February 9, 2026 (the "Effective Date"), by and between Meridian Diagnostics, Inc., a Delaware C-corporation, with its principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142 (the "Company"), and David Hargrove, an individual, a Partner of Cobalt Ventures LP, serving as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP (the "Indemnitee"). The Company and the Indemnitee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company recognizes the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents, and fiduciaries to expensive litigation risks at the same time that the availability of directors' and officers' liability insurance has been restricted, and the Company further recognizes the difficulty in attracting and retaining qualified, experienced, and capable persons to serve as directors and acknowledges that highly competent persons have become more reluctant to serve as directors unless they are provided with adequate protection through indemnification and insurance against the risks of claims and actions against them arising out of their service to and activities on behalf of the Company (Recital A);
WHEREAS, the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 9, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Certificate of Incorporation"), and the Amended and Restated Bylaws of the Company adopted on February 9, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Bylaws"), each provide for the indemnification of the Company's directors and officers to the maximum extent permitted by the General Corporation Law of the State of Delaware (the "DGCL") (Recital B);
WHEREAS, the Company and the Indemnitee recognize that the indemnification provisions set forth in the DGCL, the Certificate of Incorporation, and the Bylaws are subject to change by legislative action and judicial interpretation, may be inadequate in scope or otherwise insufficient to provide the Indemnitee with complete protection against the costs and risks associated with serving as a director, and the Company desires to provide the Indemnitee with additional contractual assurances of indemnification and advancement of Expenses regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation or the Bylaws, any change in the composition of the Board of Directors of the Company, or any change in control or business combination involving the Company (Recital C);
WHEREAS, the Indemnitee is being appointed to the Board of Directors of the Company (the "Board") as the director designee of Cobalt Ventures Fund III, LP pursuant to the Voting Agreement dated as of February 9, 2026, by and among the Company and certain of its stockholders (the "Voting Agreement"), and in consideration of the Indemnitee's agreement to serve in such capacity, the Company has agreed to enter into this Agreement with the Indemnitee (Recital D);
WHEREAS, concurrently herewith, the Company is entering into that certain Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026 (the "Purchase Agreement"), pursuant to which Cobalt Ventures Fund III, LP and certain other investors are purchasing shares of the Company's Series Seed Preferred Stock, and in connection therewith the Company has entered into the Voting Agreement, which provides for a five-member Board of Directors composed of (i) two directors designated by the holders of Common Stock (the "Common Directors," who shall initially be the founders of the Company), (ii) one director designated by the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (the "Preferred Director," who shall initially be the Indemnitee as the designee of Cobalt Ventures Fund III, LP), and (iii) two independent directors mutually agreed upon by the Common Directors and the Preferred Director (Recital E); and
WHEREAS, the Company desires the Indemnitee to serve as a director of the Company free from undue concern that he will not be adequately protected against the costs, liabilities, and risks associated with such service, and the Indemnitee is willing to serve as a director of the Company on the condition, among others, that he be so indemnified (Recital F).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
Section 1.1 — "Action." The term "Action" shall mean any threatened, pending, or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of the Company or otherwise, whether civil, criminal, administrative, investigative, or other, and whether formal or informal, including any appeal therefrom. For the avoidance of doubt, the term "Action" shall include any proceeding brought before any governmental authority, regulatory body, or self-regulatory organization, and any proceeding initiated by the Indemnitee to enforce his rights under this Agreement in accordance with Article 6 hereof.
Section 1.2 — "Board." The term "Board" shall mean the Board of Directors of Meridian Diagnostics, Inc.
Section 1.3 — "Change in Control." The term "Change in Control" shall mean the occurrence, after the date of this Agreement, of any of the following events:
(a) the consummation of a merger or consolidation of the Company with or into any other corporation or entity, unless, immediately following such merger or consolidation, the outstanding voting securities of the Company immediately prior to such merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the surviving entity or its parent;
(b) the sale, lease, exchange, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any person, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended);
(c) the acquisition, directly or indirectly, by any person, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding voting securities; or
(d) the dissolution or liquidation of the Company.
For purposes of this definition, the Parties acknowledge that the Voting Agreement contains a drag-along provision that may be triggered at an aggregate consideration of eighty-four million dollars ($84,000,000) (representing two times (2×) the post-money valuation of the Company as determined in connection with the Purchase Agreement) or greater, and the consummation of any transaction pursuant to such drag-along provision shall constitute a Change in Control hereunder.
Section 1.4 — "Company." The term "Company" shall mean Meridian Diagnostics, Inc., a Delaware corporation, and any successor to all or substantially all of its business or assets that assumes this Agreement or is otherwise bound hereby in accordance with Section 11.1.
Section 1.5 — "DGCL." The term "DGCL" shall mean the General Corporation Law of the State of Delaware, as set forth in Title 8 of the Delaware Code, as the same exists or may hereafter be amended from time to time. Any references in this Agreement to specific sections of the DGCL shall be deemed to refer to such sections as they may be amended, renumbered, or redesignated from time to time, and to any successor provisions thereto.
Section 1.6 — "Disinterested Director." The term "Disinterested Director" shall mean a director of the Company who is not and was not a party to the Action in respect of which indemnification is sought by the Indemnitee pursuant to this Agreement.
Section 1.7 — "Enterprise." The term "Enterprise" shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether or not for profit, that the Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, agent, or fiduciary.
Section 1.8 — "Excluded Action." The term "Excluded Action" shall mean:
(a) any Action initiated or brought voluntarily by the Indemnitee against the Company or any director, officer, or employee thereof, other than (i) an Action commenced by the Indemnitee to enforce the Indemnitee's rights under this Agreement in accordance with Article 6 hereof, or (ii) an Action that has been specifically approved by the Board;
(b) any Action relating to an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local statute; and
(c) any Action in connection with which indemnification is prohibited by applicable law, including, without limitation, claims under Section 174 of the DGCL for the unlawful payment of dividends or unlawful stock purchases or redemptions.
Section 1.9 — "Expenses." The term "Expenses" shall mean all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees, retainers, court costs, transcript costs, fees of expert and fact witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local, or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements, costs, or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling, or otherwise participating in any Action), including any such costs incurred in connection with any appeal resulting from any Action. Expenses shall also include Expenses incurred in connection with any Action relating to an Indemnifiable Event for which the Indemnitee is not a named defendant or respondent but which involves matters related to the Indemnitee's service as a director of the Company or any Enterprise.
Section 1.10 — "Indemnifiable Event." The term "Indemnifiable Event" shall mean any event or occurrence that takes place either prior to, on, or after the date of execution of this Agreement, related to the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another Enterprise, or by reason of any action or inaction, or any act or omission, by the Indemnitee in any such capacity, whether or not the basis of the Action is alleged action or inaction in an official capacity as a director, officer, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, employee, trustee, agent, or fiduciary.
Section 1.11 — "Independent Counsel." The term "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three (3) years has been, retained to represent: (a) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of the Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (b) any other party to the Action giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an Action to determine the Indemnitee's rights under this Agreement.
Section 1.12 — "Losses." The term "Losses" shall mean all losses, claims, damages, liabilities, judgments, fines, penalties (including, without limitation, ERISA excise taxes and penalties), amounts paid or payable in settlement of any Action, and any interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing.
ARTICLE 2 — SERVICES BY INDEMNITEE
Section 2.1 — Agreement to Serve. The Indemnitee agrees to serve as a member of the Board of Directors of Meridian Diagnostics, Inc. as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP, for so long as the Indemnitee is duly designated pursuant to the Voting Agreement and is willing to serve in such capacity. The Company acknowledges that the Indemnitee is also a Partner of Cobalt Ventures LP, with principal offices at 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025, and that the Indemnitee may have fiduciary and other duties and obligations to Cobalt Ventures LP, Cobalt Ventures Fund III, LP, Cobalt Ventures GP III, LLC, and their respective affiliated entities, portfolio companies, limited partners, and other stakeholders. Nothing in this Agreement shall be construed to limit or otherwise restrict the Indemnitee's ability to fulfill such duties and obligations to entities other than the Company.
Section 2.2 — Duration of Service. The Indemnitee may resign from the Board at any time and for any reason upon written notice to the Company. The Company may remove the Indemnitee from the Board in accordance with the applicable provisions of the DGCL, the Certificate of Incorporation, the Bylaws, and the Voting Agreement. This Agreement shall not impose any obligation on the Indemnitee to continue to serve as a director or in any other capacity for the Company or any Enterprise, nor shall it constitute a contract of employment or otherwise restrict the right of the Indemnitee to resign or the right of the Company or its stockholders to remove the Indemnitee in accordance with applicable law and the governing documents of the Company.
Section 2.3 — Continued Protections. The indemnification, advancement of Expenses, and all other rights provided under this Agreement shall continue after the Indemnitee has ceased serving as a director of the Company (whether by reason of resignation, removal, expiration of term, or otherwise) and shall inure to the benefit of the Indemnitee and the Indemnitee's heirs, executors, administrators, and personal representatives, with respect to any Action arising out of or relating to any Indemnifiable Event that occurred during the period of the Indemnitee's service as a director of the Company or any Enterprise, regardless of when such Action is threatened, commenced, or completed.
ARTICLE 3 — INDEMNIFICATION
Section 3.1 — General Indemnification Obligation. The Company shall indemnify, defend, and hold harmless the Indemnitee to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the DGCL permitted prior to such amendment), against all Expenses and Losses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with any Indemnifiable Event, including, without limitation, in connection with the investigation, defense, settlement, or appeal of any Action relating to an Indemnifiable Event. The rights to indemnification provided in this Article 3 shall apply regardless of whether the Indemnifiable Event occurred before, on, or after the date of this Agreement.
Section 3.2 — Third-Party Actions. Without limiting the generality of Section 3.1, if the Indemnitee is, was, or becomes a party to, or is threatened to be made a party to, or is otherwise involved in (including, without limitation, as a witness) any Action (other than an Action by or in the right of the Company) by reason of an Indemnifiable Event, the Company shall indemnify the Indemnitee against all Expenses and Losses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with the investigation, defense, settlement, or appeal of such Action; provided, however, that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; and provided, further, that with respect to any criminal Action or proceeding, the Indemnitee had no reasonable cause to believe that the Indemnitee's conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Action, that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was unlawful.
Section 3.3 — Derivative Actions. Without limiting the generality of Section 3.1, if the Indemnitee is, was, or becomes a party to, or is threatened to be made a party to, or is otherwise involved in any Action by or in the right of the Company by reason of an Indemnifiable Event, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with the investigation, defense, settlement, or appeal of such Action; provided, however, that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Losses shall be made under this Section 3.3 in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company by a final, non-appealable judgment of a court of competent jurisdiction, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Action was brought shall determine, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery or such other court shall deem proper.
Section 3.4 — Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion but not all of the Expenses and/or Losses incurred by the Indemnitee in connection with any Action, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and/or Losses to which the Indemnitee is entitled. Without limiting the generality of the foregoing, if any Action is brought against the Indemnitee and is resolved in a manner such that certain claims or matters are resolved in favor of the Indemnitee and other claims or matters are not, the Company shall indemnify the Indemnitee for all Expenses and Losses reasonably allocable to the claims or matters resolved in the Indemnitee's favor.
Section 3.5 — Indemnification for Actions to Enforce This Agreement. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is successful (on the merits or otherwise) in any Action to enforce the Indemnitee's rights under this Agreement, including any Action described in Article 6, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with such Action. If the Indemnitee is not wholly successful in such Action but is successful on one or more but less than all of the claims, issues, or matters asserted in such Action, the Company shall indemnify the Indemnitee against all Expenses reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with each successfully resolved claim, issue, or matter. For purposes of this Section 3.5, the term "successful" shall include, but shall not be limited to, (a) the dismissal of an Action, with or without prejudice, (b) the settlement of an Action, and (c) any determination that the Indemnitee is entitled to indemnification or advancement of Expenses under this Agreement.
Section 3.6 — Witness Expenses. To the extent that the Indemnitee is, by reason of the Indemnitee's status as a current or former director of the Company, a witness in, or is required to respond to discovery requests in, any Action to which the Indemnitee is not a party, the Company shall reimburse the Indemnitee for all Expenses actually and reasonably incurred by the Indemnitee in connection therewith, including, without limitation, travel expenses, lost wages, and attorneys' fees.
ARTICLE 4 — ADVANCEMENT OF EXPENSES
Section 4.1 — Advancement Obligation. The Company shall advance all Expenses incurred by the Indemnitee in connection with any Action (including any Indemnifiable Event) within thirty (30) days after the receipt by the Company of a written request for advancement from the Indemnitee, whether prior to or after final disposition of such Action. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include, or be preceded or accompanied by, an undertaking described in Section 4.2. The advancement of Expenses shall be made without regard to the Indemnitee's ability to repay such amounts, without regard to the Indemnitee's ultimate entitlement to indemnification under this Agreement or otherwise, and without any prior determination as to whether indemnification is proper in the circumstances. The Company shall make each such advance within thirty (30) days of the Company's receipt of the applicable written request and documentation.
Section 4.2 — Undertaking to Repay. The advancement of Expenses to the Indemnitee under this Article 4 shall be conditioned upon the Company's receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced if and to the extent that it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified by the Company under this Agreement, the DGCL, the Certificate of Incorporation, the Bylaws, or otherwise. The undertaking required by this Section 4.2 shall be an unlimited general obligation of the Indemnitee, but need not be secured, and shall be accepted without reference to the financial ability of the Indemnitee to make repayment. No interest shall accrue on any amounts advanced to the Indemnitee or required to be repaid by the Indemnitee pursuant to this Section 4.2.
Section 4.3 — Documentation. In connection with any request for advancement of Expenses, the Indemnitee shall submit to the Company reasonable documentation evidencing the Expenses incurred, including invoices from legal counsel and other service providers (which may be redacted to preserve any privilege or work product protection). Such documentation shall be accompanied by a statement from the Indemnitee or the Indemnitee's counsel that the Expenses were incurred in connection with an Indemnifiable Event and are of the type for which advancement is sought under this Agreement. The Company agrees that it shall not require the Indemnitee to provide detailed billing narratives to the extent that doing so would require the disclosure of privileged communications or attorney work product.
Section 4.4 — No Presumption of Non-Entitlement. The advancement of Expenses by the Company to the Indemnitee pursuant to this Article 4 shall not constitute a determination by the Company or the Board that the Indemnitee has met or has not met the applicable standard of conduct for indemnification, nor shall it create any presumption that the Indemnitee is or is not entitled to indemnification under this Agreement, the DGCL, the Certificate of Incorporation, the Bylaws, or otherwise. The advancement of Expenses shall not be deemed to be a waiver by the Company of any right it may have to seek repayment of such Expenses pursuant to the undertaking described in Section 4.2.
ARTICLE 5 — PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION
Section 5.1 — Indemnification Request. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor, which request shall include documentation and information that is reasonably available to the Indemnitee and is reasonably necessary to determine the Indemnitee's entitlement to indemnification hereunder. The request may be delivered at such time as the Indemnitee deems appropriate in the Indemnitee's discretion, including after the final disposition of an Action. The Secretary of the Company shall, promptly upon receipt of such request, advise the Board in writing that the Indemnitee has requested indemnification. Delay or failure by the Indemnitee in notifying the Company of an indemnification request shall not constitute a waiver of any right the Indemnitee may have under this Agreement and shall not relieve the Company of its obligations hereunder, except to the extent that the Company is actually and materially prejudiced by such delay or failure.
Section 5.2 — Determination of Entitlement. Upon receipt of the Indemnitee's written request for indemnification, the Company shall determine whether the Indemnitee has met the applicable standard of conduct set forth in the DGCL and this Agreement. Such determination shall be made in the specific case in one of the following ways:
(a) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;
(b) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;
(c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; or
(d) by the stockholders of the Company.
Section 5.3 — Selection of Independent Counsel. In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5.2(c), the Independent Counsel shall be selected by the Board and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned, or delayed. If the Indemnitee does not approve the Independent Counsel selected by the Board within fifteen (15) days of receipt of written notice of the Board's selection, the Board shall select an alternative Independent Counsel, and the Indemnitee shall approve or disapprove of such selection within ten (10) days. If the Parties are unable to agree upon Independent Counsel within thirty (30) days after the initial selection, either Party may petition the Court of Chancery of the State of Delaware to appoint Independent Counsel. Notwithstanding the foregoing, in the event that a Change in Control shall have occurred after the date of this Agreement, the Independent Counsel shall be selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld, conditioned, or delayed. The Company shall pay the reasonable fees and expenses of the Independent Counsel and shall fully indemnify such Independent Counsel against any and all expenses, claims, liabilities, and damages arising out of or relating to the engagement of such Independent Counsel pursuant to this Agreement.
Section 5.4 — Timing. The Company shall use its best efforts to make the determination of entitlement to indemnification promptly following receipt of the Indemnitee's written request therefor. In any event, such determination shall be made within sixty (60) days following the Company's receipt of the Indemnitee's written request for indemnification. If the Company fails to make a determination within such sixty (60)-day period, the requisite determination of entitlement to indemnification shall be deemed to have been made in favor of the Indemnitee, and the Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Section 5.5 — Presumptions. In making any determination with respect to entitlement to indemnification under this Agreement, the person, persons, or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that the Indemnitee is entitled to indemnification under this Agreement. The Company shall have the burden of proof to overcome such presumption in connection with the making of any determination contrary to that presumption, and such burden of proof shall be by clear and convincing evidence. Neither the failure of the Company (including its Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the Action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not meet the applicable standard of conduct.
ARTICLE 6 — REMEDIES OF INDEMNITEE
Section 6.1 — Adjudication or Arbitration. In the event that (a) the Company denies a written request for indemnification or advancement of Expenses, in whole or in part, (b) no determination of entitlement to indemnification is timely made pursuant to Section 5.4, (c) the advancement of Expenses is not timely made pursuant to Section 4.1, or (d) payment of indemnification pursuant to this Agreement is not made within thirty (30) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to commence an Action in any court of competent jurisdiction in the State of Delaware, including the Court of Chancery, to recover the unpaid amount of such claim, together with interest thereon at the legal rate under the laws of the State of Delaware from the date on which such amount was due. Alternatively, the Indemnitee, at the Indemnitee's option, may seek an award in arbitration, to be conducted by a single arbitrator mutually agreed upon by the Parties (or, if the Parties cannot agree, selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association), with such arbitration to be held in Wilmington, Delaware.
Section 6.2 — Burden of Proof. In any judicial proceeding or arbitration commenced pursuant to this Article 6, the Company shall have the burden of proving by clear and convincing evidence that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. Any determination that the Indemnitee is not entitled to indemnification or advancement that was made prior to the commencement of such judicial proceeding or arbitration shall not be binding on the court or arbitrator, and the Indemnitee shall be presumed to be entitled to indemnification and advancement under this Agreement.
Section 6.3 — Company Shall Not Adopt Adverse Position. The Company agrees that neither the failure of the Company (including its Board, Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action pursuant to this Article 6 that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board, Disinterested Directors, a committee thereof, Independent Counsel, or stockholders) that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the Action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company further agrees that it shall not assert in any Action commenced pursuant to this Article 6 that the procedures and presumptions of this Agreement are not valid, binding, or enforceable.
Section 6.4 — Expenses of Enforcement. If the Indemnitee is successful, in whole or in part, in any Action commenced pursuant to this Article 6, or in any Action to which the Indemnitee is a party by reason of the Indemnitee's status as a current or former director of the Company, seeking to enforce the Indemnitee's rights under this Agreement, the Company shall reimburse the Indemnitee for all Expenses actually and reasonably incurred by the Indemnitee in connection with such Action, including attorneys' fees, court costs, and expert witness fees. For purposes of this Section 6.4, the Indemnitee shall be deemed to have been "successful" if the Action is disposed of, on the merits or otherwise (including a disposition prior to judgment based on a settlement by the Company of the claims at issue in the Action), without an adverse final adjudication against the Indemnitee on the merits.
ARTICLE 7 — DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
Section 7.1 — Maintenance of Insurance. The Company shall use commercially reasonable efforts to obtain and maintain in full force and effect a policy or policies of directors' and officers' liability insurance ("D&O Insurance") providing coverage to the Indemnitee that is no less favorable in terms and conditions (including the amount of coverage, the scope of coverage, and the conditions of coverage) than those applicable to any other director or officer of the Company, for so long as the Indemnitee may be subject to any pending or possible Action by reason of the Indemnitee's service as a director of the Company or any Enterprise. The Company shall promptly notify the Indemnitee of any material change in the D&O Insurance coverage, including any reduction in coverage, increase in deductible or retention, material change in policy terms, or cancellation or non-renewal of any D&O Insurance policy.
Section 7.2 — Notice to Insurer. If, at the time of the receipt of a notice of an Action pursuant to the terms of this Agreement or otherwise, the Company has D&O Insurance in effect under which coverage for such Action may be available, the Company shall give prompt notice of such Action to the insurer(s) in accordance with the procedures set forth in the applicable D&O Insurance policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurer(s) to pay, on behalf of the Indemnitee, all amounts payable as a result of such Action in accordance with the terms of such D&O Insurance policy or policies.
Section 7.3 — Cooperation. The Indemnitee agrees to cooperate with the Company and any insurer with respect to any claims made under D&O Insurance policies, including providing such information and documentation as may reasonably be required by the insurer in connection with the investigation, defense, or settlement of any claim. The Indemnitee's obligation to cooperate under this Section 7.3 shall not require the Indemnitee to waive any applicable privilege or protection, including the attorney-client privilege or work product doctrine.
Section 7.4 — No Obligation if Unavailable. Notwithstanding the provisions of Section 7.1, the Company shall not be required to obtain or maintain D&O Insurance if the Company determines in good faith that (a) such insurance is not reasonably available in the commercial insurance market, (b) the annual premium costs for such insurance are disproportionate to the amount and scope of coverage provided, or (c) the coverage provided by available policies is so reduced in scope or amount as to provide an insufficient benefit to the Indemnitee. In the event that the Company determines not to maintain D&O Insurance pursuant to this Section 7.4, the Company shall promptly notify the Indemnitee in writing of such determination and the reasons therefor. The Company's obligations under this Agreement, including its indemnification and advancement obligations, shall not be diminished or otherwise affected by the Company's failure or inability to obtain or maintain D&O Insurance.
ARTICLE 8 — EXCLUSIONS
Section 8.1 — Excluded Actions. Notwithstanding any other provision of this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment or to advance Expenses to the Indemnitee with respect to:
(a) any Action initiated or brought voluntarily by the Indemnitee against the Company or any of its directors, officers, or employees, unless (i) such Action is commenced by the Indemnitee to enforce the Indemnitee's rights under this Agreement (including any Action described in Article 6), (ii) the Board has authorized, consented to, or approved the initiation or bringing of such Action, or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under the DGCL or otherwise;
(b) any Action for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto, or similar provisions of any federal, state, or local statute or regulation;
(c) any indemnification or advancement of Expenses that is prohibited by applicable law, as determined by a final, non-appealable judgment of a court of competent jurisdiction; or
(d) any Action in connection with which a final, non-appealable judgment or order of a court of competent jurisdiction determines that the Indemnitee's conduct constituted willful misconduct, a knowing violation of law, fraud, or a transaction from which the Indemnitee derived an improper personal benefit.
For the avoidance of doubt, notwithstanding the exclusions set forth in this Section 8.1, the Company shall advance Expenses to the Indemnitee in accordance with Article 4 pending a final, non-appealable determination as to whether any of the exclusions set forth in clauses (c) or (d) above apply.
ARTICLE 9 — CONTRIBUTION
Section 9.1 — Right to Contribution. To the extent that the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason other than an exclusion set forth in Article 8, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the Losses and Expenses actually and reasonably incurred by the Indemnitee, whether for Losses, Expenses, judgments, fines, penalties, or amounts paid or payable in settlement, in connection with any Action, in such proportion as is determined to be fair and reasonable in light of all of the circumstances of such Action, in order to reflect (a) the relative benefits received by the Company and the Indemnitee as a result of the events and transactions giving rise to such Action, and (b) the relative fault of the Company (and its other directors, officers, and employees) and the Indemnitee in connection with such events and transactions, as well as any other relevant equitable considerations. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such Losses or Expenses. The Company and the Indemnitee agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take into account the equitable considerations referred to in this Section 9.1.
Section 9.2 — No Contribution for Excluded Actions. No right of contribution shall arise under this Article 9 with respect to any Action as to which indemnification is excluded under the provisions of Article 8 of this Agreement.
ARTICLE 10 — NON-EXCLUSIVITY; PRIORITY
Section 10.1 — Non-Exclusivity. The rights of indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under the Certificate of Incorporation, the Bylaws, any other agreement between the Company and the Indemnitee, any vote of stockholders or Disinterested Directors, the DGCL, or otherwise, both as to an Action in the Indemnitee's official capacity and as to an Action in another capacity while holding such office. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, the Bylaws, and this Agreement, it is the intent of the Parties that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy conferred by this Agreement is intended to be exclusive of any other right or remedy, and every such right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
Section 10.2 — Priority of This Agreement. In the event of any conflict between the indemnification, advancement, or other provisions of this Agreement, on the one hand, and the corresponding provisions of the Certificate of Incorporation, the Bylaws, or any other agreement between the Company and the Indemnitee, on the other hand, the provisions that are most favorable to the Indemnitee shall control and govern in all respects.
Section 10.3 — Primary Obligation. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of Expenses, and/or insurance provided by Cobalt Ventures LP, Cobalt Ventures Fund III, LP, Cobalt Ventures GP III, LLC, or their respective affiliates (collectively, the "Fund Indemnitors"). The Company agrees and acknowledges that (a) the Company is the indemnitor of first resort (i.e., the Company's obligations to the Indemnitee under this Agreement are primary and any obligation of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Expenses or Losses incurred by the Indemnitee are secondary to the Company's obligations), (b) the Company shall be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses and Losses to the extent legally permitted and as required by this Agreement, the Certificate of Incorporation, the Bylaws, or any other agreement between the Company and the Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (c) the Company irrevocably waives, relinquishes, and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation, or any other recovery of any kind in connection therewith. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Indemnitee agrees to execute all documents necessary to effectuate the subrogation rights described herein. In no event shall the Company be entitled to any right of subrogation against, or contribution from, any Fund Indemnitor.
ARTICLE 11 — GENERAL PROVISIONS
Section 11.1 — Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any direct or indirect successor, by purchase, merger, consolidation, or otherwise, to all or substantially all of the business or assets of the Company, and shall inure to the benefit of the Indemnitee and the Indemnitee's heirs, executors, administrators, and personal representatives. The Company shall require and cause any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The Company shall not consummate any such merger, consolidation, sale of assets, or other reorganization unless the successor entity assumes this Agreement in accordance with this Section 11.1.
Section 11.2 — Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested thereby. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties.
Section 11.3 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (with tracking capability), (c) sent by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt), 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 the Indemnitee:
David Hargrove c/o Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Email: dhargrove@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
or to such other address as any Party may have furnished to the other Party in writing in accordance with this Section 11.3. Notices delivered personally shall be deemed given upon delivery. Notices sent by overnight courier shall be deemed given on the next business day following deposit with the courier service. Notices sent by registered or certified mail shall be deemed given on the third business day following the date of mailing. Notices sent by electronic mail shall be deemed given upon confirmation of receipt by the receiving party (excluding any automated "out of office" or similar response).
Section 11.4 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. The Parties agree that the provisions of this Agreement are intended to be interpreted and applied in a manner consistent with the DGCL, including Sections 102(b)(7) and 145 thereof, and to the extent that any provision of this Agreement is inconsistent therewith, such provision shall be deemed modified to the extent necessary to comply with applicable law.
Section 11.5 — Consent to Jurisdiction. Each Party hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the State of Delaware, including the Court of Chancery of the State of Delaware, and the United States District Court for the District of Delaware, for any Action arising out of or relating to this Agreement or the rights or obligations of the Parties hereunder, and each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, or otherwise, any claim that it is not subject to the jurisdiction of such courts, that the venue of any such Action is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such courts. Each Party further consents to the service of process in any such Action by registered or certified mail, return receipt requested, addressed to such Party at the address set forth in Section 11.3, or by any other method permitted by applicable law.
Section 11.6 — Entire Agreement. This Agreement, together with the Certificate of Incorporation, the Bylaws, and the Voting Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter of this Agreement. There are no warranties, representations, or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein.
Section 11.7 — Amendment and Waiver. No amendment, modification, termination, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties hereto. No waiver of any right or remedy under this Agreement shall operate as a waiver of such right or remedy at any other time or shall constitute a waiver of any other right or remedy, whether similar or dissimilar. The failure of any Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party's rights or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
Section 11.8 — No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) to the extent that the Indemnitee has otherwise actually received payment for such amounts under any D&O Insurance policy, under the Certificate of Incorporation, the Bylaws, or any other agreement of the Company or any Enterprise, or from any Fund Indemnitor. Notwithstanding the foregoing, this Section 11.8 shall not limit or otherwise affect the Company's obligation as indemnitor of first resort pursuant to Section 10.3.
Section 11.9 — Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any of its subsidiaries against the Indemnitee, the Indemnitee's estate, spouse, heirs, executors, or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company or any of its subsidiaries shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two (2)-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. This Section 11.9 shall not apply to any Action initiated by the Indemnitee to enforce the Indemnitee's rights under this Agreement.
Section 11.10 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., DocuSign) or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall be treated as original signatures for all purposes of this Agreement and applicable law.
Section 11.11 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Indemnification Agreement as of the date first set forth above.
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Date: February 9, 2026
INDEMNITEE
________________________________________
Name: David Hargrove
Date: February 9, 2026

INDEMNIFICATION AGREEMENT

MERIDIAN DIAGNOSTICS, INC.

DAVID HARGROVE

INDEMNIFICATION AGREEMENT

RECITALS

MERIDIAN DIAGNOSTICS, INC.

INDEMNITEE

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