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Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
1004-00001 · 14 clauses
High · 2 Medium · 1 Standard · 0
I. Certifying Party Identification
I. Certifying Party Identification The undersigned, Nadia Chen, Secretary of Meridian Diagnostics, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies as follows, in her capacity as Secretary of the Company and not in her individual capacity, in connection with the closing of the transactions contemplated by the Purchase Agreement: The Company's pr
II. Certification of Incumbency of Officers
II. Certification of Incumbency of Officers The following persons are the duly elected or appointed officers of the Company as of the date hereof, holding the offices set forth opposite their respective names, and the signatures set forth opposite their names are their true and genuine signatures. Each such officer has been duly elected or appointed in accordance with the Company's certificate of incorporation and by
III. Certification of Incumbency of Directors
III. Certification of Incumbency of Directors The following persons constitute all of the duly elected or appointed members of the Board of Directors of the Company as of the date hereof, and no other persons serve as directors of the Company:
1. Dr. Priya Ramaswamy — Common Stock Director
1. Dr. Priya Ramaswamy — Common Stock Director
2. Dr. Julian Ochoa — Common Stock Director
2. Dr. Julian Ochoa — Common Stock Director
3. David Hargrove — Series Seed Preferred Stock Director (designee of Cobalt Ventures Fun
3. David Hargrove — Series Seed Preferred Stock Director (designee of Cobalt Ventures Fund III, LP, appointed pursuant to the Voting Agreement and the board resolutions described in Section VI below) Each of the foregoing directors has been duly elected or appointed in accordance with the Delaware General Corporation Law, the Company's certificate of incorporation, and the Company's bylaws, and is qualified and actin
IV. Certification of Amended and Restated Certificate of Incorporation
IV. Certification of Amended and Restated Certificate of Incorporation The Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate of Incorporation"), a true, correct, and complete copy of which is attached hereto as Exhibit A, was duly adopted by the Board of Directors of the Company and approved by the stockholders of the Company holding the requisite number of shares required under t
V. Certification of Amended and Restated Bylaws High
⚑ Indemnity / guarantee obligation
V. Certification of Amended and Restated Bylaws The Amended and Restated Bylaws of the Company (the "A&R Bylaws"), a true, correct, and complete copy of which is attached hereto as Exhibit B, were duly adopted by the Board of Directors of the Company on February 9, 2026, and are in full force and effect as of the date hereof. The A&R Bylaws supersede all prior bylaws of the Company. The A&R Bylaws reflect, among othe
VI. Certification of Board Resolutions High
⚑ Indemnity / guarantee obligation
VI. Certification of Board Resolutions The resolutions of the Board of Directors of the Company adopted by written consent in lieu of a special meeting, a true, correct, and complete copy of which is attached hereto as Exhibit C (the "Board Resolutions"), were duly adopted by all members of the Board of Directors of the Company as of the date set forth therein, in accordance with Section 141(f) of the Delaware Genera
VII. Certification of Stockholder Consents
VII. Certification of Stockholder Consents The written consent of the stockholders of the Company adopted in lieu of a special meeting (the "Stockholder Consent"), a true, correct, and complete copy of which is attached hereto as Exhibit D, was duly executed by stockholders of the Company holding the requisite number of shares of the Company's outstanding capital stock required under the Delaware General Corporation
VIII. Certification of Good Standing and Organizational Status
VIII. Certification of Good Standing and Organizational Status The Company was duly incorporated in the State of Delaware on June 15, 2023, pursuant to the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Company is validly existing and in good standing under the laws of the State of Delaware as of the date hereof. The Company is duly qualified to do bu
IX. General Certifications Medium
⚑ Forum / governing law
IX. General Certifications I hereby further certify as follows: (a) No resolutions have been adopted by the Board of Directors or the stockholders of the Company, whether before or after the date of the Board Resolutions and the Stockholder Consent, that would conflict with, supersede, rescind, amend, or modify the resolutions and actions described herein or the transactions contemplated by the Purchase Agreement and
X. Exhibits
X. Exhibits The following exhibits are attached hereto and incorporated herein by reference: Exhibit A — Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc. (as filed with the Secretary of State of the State of Delaware on February 9, 2026) Exhibit B — Amended and Restated Bylaws of Meridian Diagnostics, Inc. (adopted by the Board of Directors on February 9, 2026) Exhibit C — Written Conse
XI. Signature
XI. Signature IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of February 9, 2026. MERIDIAN DIAGNOSTICS, INC. By: ________ Name: Nadia Chen Title: Secretary Address: 225 Binney Street, Suite 400 Cambridge, MA 02142 The undersigned, Dr. Priya Ramaswamy, Chief Executive Officer and President of Meridian Diagnostics, Inc., hereby certifies that Nadia Chen is the duly elected, qualified,