Extract to table

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

" The term "Board" shall mean the Board of Directors of Meridian Diagnostics, Inc

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

" The term "Company" shall mean Meridian Diagnostics, Inc

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

The Indemnitee agrees to serve as a member of the Board of Directors of Meridian Diagnostics, Inc