Extract to table

0% of the 10,000,000 shares of Common Stock outstanding immediately prior to the Series Seed Preferred Stock financing described below; WHEREAS, in connection with the Series Seed Preferred Stock financing of the Company pursuant to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the investors listed on the Schedule of Investors attached thereto (the "Purchase Agreement"), the Company and the Founder have agreed that the Shares shall be subject to certain vesting and repurchase provisions as set forth herein in order to incentivize the Founder's continued service to the Company and to protect the interests of the investors and the Company; WHEREAS, the execution and delivery of this Agreement by the Founder is a condition to the closing of the transactions contemplated by the Purchase Agreement, including the investment of $12,000,000 in the aggregate by the investors party thereto, with Cobalt Ventures Fund III, LP serving as the lead investor in such financing; and WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, the closing of the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Right-click to update Table of Contents ARTICLE 1 — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: 1

3 "Common Stock" shall mean the Common Stock, par value $0

4 "Company" shall mean Meridian Diagnostics, Inc

The Board may, in its reasonable discretion, require the Founder to submit to an examination by a physician selected by the Board in order to make such determination, and the Founder agrees to cooperate with any such examination

In the event of a dispute regarding fair market value, the Board may, in its discretion, engage an independent appraiser to determine such value, the cost of which shall be borne by the Company