Contract analysis

ARTICLE I NAME The name of the Corporation is Meridian Diagnostics, Inc.

ARTICLE II REGISTERED AGENT AND REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, County of Kent, State of Delaware 19901. The name of the registered agent of the Corporation at such address is Incorporations Ltd.

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation may engage in the research, development, manufacture, marketing, licensing, sale, and distribution of diagnostic products, medical devices, and related technologies, and any and all activities incidental

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 18,778,343 shares, consisting of: (a) 13,200,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and (b) 5,578,343 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). The number of authorized shares of Common Stock is sufficien

Section 4.2 — Rights of Common Stock and Preferred Stock. The respective rights, preferences, privileges, powers, and restrictions, qualifications, and limitations of the Common Stock and the Preferred Stock are as set forth in this Restated Certificate. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, all shares of Common Stock shall be identical in all respects a

ARTICLE V RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS OF SERIES SEED PREFERRED STOCK The rights, preferences, privileges, powers, restrictions, qualifications, and limitations of the Series Seed Preferred Stock are as follows:

Section 5.1 — Designation and Number. A total of 5,578,343 shares of Preferred Stock are hereby designated as "Series Seed Preferred Stock." Such designation includes 4,479,981 shares of Series Seed Preferred Stock to be issued in exchange for new cash investment and approximately 1,098,362 shares of Series Seed Preferred Stock to be issued upon conversion of the Corporation's outstanding convertible promissory notes

Section 5.2(a) — Non-Cumulative Preferential Dividends. The holders of then-outstanding shares of Series Seed Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors out of funds legally available therefor, non-cumulative dividends at a rate per annum equal to the rate per share paid on the Common Stock (determined on an as-converted to Common Stock basis), prior to and in pr

Section 5.2(b) — Participation in Common Dividends. After the payment of any preferential dividends pursuant to Section 5.2(a) above, the holders of shares of Series Seed Preferred Stock shall be entitled to participate, on an as-converted to Common Stock basis, in any additional dividends or distributions declared and paid on shares of Common Stock in any fiscal year of the Corporation, on a pro rata basis with the

Section 5.3(a) — Liquidation Preference. In the event of any Liquidation Event (as defined below), the holders of then-outstanding shares of Series Seed Preferred Stock shall be entitled to receive, prior to and in preference to any distributions to the holders of Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series Seed Preferred Stock as to rights upon liquidati

Section 5.3(b) — Definition of Liquidation Event. A "Liquidation Event" shall mean: (i) any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary; or (ii) any Deemed Liquidation Event (as defined below). A "Deemed Liquidation Event" shall mean, unless the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (voting as a separate clas

Section 5.3(c) — Application of Proceeds. The aggregate consideration payable to stockholders of the Corporation in connection with any Liquidation Event shall be distributed in the following order of priority: (1) First, to the holders of shares of Series Seed Preferred Stock, the Liquidation Preference payable pursuant to Section 5.3(a)(i), on a pro rata basis in accordance with the number of shares of Series Seed

Section 5.4 — Conversion. The holders of Series Seed Preferred Stock shall have the following conversion rights:

Section 5.4(a) — Optional Conversion. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, and without the payment of additional consideration, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price by the Conversion Price (as defined below) in e

Section 5.4(b) — Automatic Conversion. Each share of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Conversion Rate upon the earliest to occur of the following events: (i) the closing of a firm-commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securiti

Section 5.4(c) — Conversion Mechanics. (i) Voluntary Conversion. Before any holder of Series Seed Preferred Stock shall be entitled to voluntarily convert such holder's shares into shares of Common Stock pursuant to Section 5.4(a), such holder shall deliver written notice to the Corporation at its principal office (or at such other office or agency of the Corporation as the Corporation may designate by notice in writ

Section 5.4(d) — Anti-Dilution Adjustments — Broad-Based Weighted Average. If the Corporation shall issue or sell, or is deemed by the express provisions of this Section 5.4(d) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as a dividend or distribution on the Common Stock, at a price per share less than the Conversion Price in effect immediately prior to such issuance or sal

Section 5.4(e) — Adjustments for Stock Splits, Dividends, Combinations, and Recapitalizations. In the event the Corporation shall at any time after the filing of this Restated Certificate (i) declare or pay a dividend on the outstanding Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of shares, (iii) combine the outstanding shares of Common S

Section 5.5(a) — General Voting. Except as otherwise expressly required by the DGCL or as provided in this Restated Certificate, the holders of Series Seed Preferred Stock shall be entitled to vote on all matters on which the holders of Common Stock are entitled to vote. Each holder of shares of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock in

Section 5.5(b) — Election of Directors. The Board of Directors shall consist of five (5) directors, who shall be elected as follows: (i) The holders of a majority of the shares of Series Seed Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series Seed Director"). The initial Series Seed Director shall be determined in accordance with the Voting Ag

Section 5.6 — Protective Provisions. So long as any shares of Series Seed Preferred Stock remain outstanding, the Corporation shall not, directly or indirectly, whether by merger, consolidation, or otherwise, without first obtaining the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class:

Section 5.6(a) — Senior or Pari Passu Securities. Authorize or issue, or obligate itself to authorize or issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security of the Corporation) having rights, preferences, or privileges senior to or on parity with the Series Seed Preferred Stock as to dividends, liquidation preference, redemption, or any other m

Section 5.6(b) — Charter Amendments. Amend, alter, waive, or repeal any provision of the Certificate of Incorporation (including this Restated Certificate) or the Bylaws of the Corporation, whether by merger, consolidation, or otherwise, in a manner that adversely alters or changes the powers, preferences, privileges, or rights of the Series Seed Preferred Stock.

Section 5.6(c) — Dividend Declarations. Declare or pay any dividend on, or make any distribution with respect to, any shares of Common Stock or any other equity securities of the Corporation (other than (i) dividends payable solely in additional shares of Common Stock, and (ii) repurchases of shares of Common Stock from employees, officers, directors, or consultants of the Corporation upon termination of service at a

Section 5.6(d) — Option Pool Increases. Increase the number of shares of Common Stock reserved for issuance under any equity incentive plan, stock purchase plan, stock option plan, or similar compensatory arrangement (including the 2024 Equity Incentive Plan), or adopt any new equity incentive plan, stock purchase plan, stock option plan, or similar compensatory arrangement for the benefit of employees, officers, dir

Section 5.6(e) — Indebtedness. Create, incur, assume, guarantee, or otherwise become liable for (whether directly, contingently, or otherwise) any indebtedness for borrowed money in excess of $250,000 in the aggregate at any time outstanding, other than (i) trade payables and other liabilities incurred in the ordinary course of business consistent with past practice, (ii) intercompany indebtedness among the Corporati

Section 5.6(f) — Acquisitions. Consummate, or commit to consummate, any acquisition of, merger with, or investment in another entity, business, or division thereof (whether by merger, consolidation, purchase of equity interests, purchase or license of assets, or any other transaction or series of related transactions) involving aggregate consideration (including cash, securities, assumed liabilities, earn-outs, and a

Section 5.6(g) — Related-Party Transactions. Enter into or be a party to any transaction or arrangement with any director, officer, employee, or holder of five percent (5%) or more of the outstanding capital stock of the Corporation (or any Affiliate of any of the foregoing) if such transaction involves aggregate consideration in excess of $100,000, unless such transaction has been approved by a majority of the disin

Section 5.6(h) — Liquidation or Dissolution. Voluntarily liquidate, dissolve, or wind up the affairs of the Corporation, or effect any Deemed Liquidation Event, in each case unless the requisite consent of the holders of Series Seed Preferred Stock has been obtained as set forth in Section 5.3(b) and this Section 5.6.

Section 5.6(i) — Redemption or Repurchase. Redeem, repurchase, or otherwise acquire any shares of capital stock of the Corporation (or any options, warrants, or other rights to acquire shares of capital stock), except for (i) repurchases of shares of unvested Common Stock from former employees, officers, directors, consultants, or other service providers of the Corporation pursuant to the terms of stock restriction a

Section 5.6(j) — Changes to Board Size. Increase or decrease the authorized number of members of the Board of Directors from five (5) directors, or otherwise alter the composition of the Board of Directors in a manner inconsistent with the provisions of Section 5.5(b) hereof.

Section 5.7 — No Redemption. The shares of Series Seed Preferred Stock are not redeemable at the option of any holder thereof. Nothing in this Section 5.7 shall be construed to limit the Corporation's right to repurchase or redeem shares of its capital stock in a transaction approved by the Board of Directors and consented to by the holders of the requisite number of shares of Series Seed Preferred Stock to the exten

Section 5.8 — Notices. Any notice required or permitted under this Article V to be given to the holders of Series Seed Preferred Stock shall be given in writing and shall be deemed effectively given upon personal delivery, upon delivery by nationally recognized overnight courier service, or upon the fifth (5th) business day after mailing by first-class mail, postage prepaid, addressed to each holder at such holder's

ARTICLE VI EQUITY INCENTIVE PLAN The Corporation is authorized to reserve 1,600,000 shares of Common Stock for issuance under the Corporation's 2024 Equity Incentive Plan (the "2024 Plan" or the "2024 Equity Incentive Plan"), as adopted by the Board of Directors on March 1, 2024, and as the same may be amended from time to time with appropriate Board and stockholder approval. The total number of shares reserved under

ARTICLE VII BOARD OF DIRECTORS

Section 7.1 — Number of Directors. The number of directors constituting the Board of Directors of the Corporation shall be five (5), unless such number is changed by an amendment to this Restated Certificate or the Bylaws of the Corporation adopted in accordance with applicable law and the protective provisions set forth in Section 5.6 hereof (including, without limitation, Section 5.6(j)).

Section 7.2 — Election of Directors. The election of directors shall be conducted in accordance with the class voting rights set forth in Section 5.5(b) of this Restated Certificate. The nomination and election of directors shall further be subject to the terms and conditions of the Voting Agreement among the Corporation, the investors in the Corporation's Series Seed preferred stock financing (collectively, the "Inv

Section 7.3 — Removal. Any director may be removed from office, with or without cause, in the manner provided by the DGCL, subject to and in accordance with the class voting rights set forth in Section 5.5(b) hereof. For the avoidance of doubt, the Series Seed Director may only be removed by the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred St

Section 7.4 — Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, as provided by the DGCL. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Restated Certificate, or the Bylaws, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exer

ARTICLE VIII LIMITATION OF LIABILITY To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, nothing in th

ARTICLE IX INDEMNIFICATION The Corporation shall indemnify and hold harmless, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), each person who was or is m

ARTICLE X BYLAWS The Board of Directors of the Corporation is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation, in whole or in part, by the affirmative vote of a majority of the total number of directors then in office, subject to the protective provisions set forth in Section 5.6 hereof. The stockholders of the Corporation shall also have the power to adopt, amend, alter, or repea

ARTICLE XI ELECTION NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL (the "Business Combinations Statute"). Section 203 of the DGCL restricts certain business combinations between a corporation and an "interested stockholder" (generally defined as any person who is the beneficial owner of 15% or more of the outstanding voting stock of

ARTICLE XII FORUM SELECTION Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court of the State of Delaware, or, if no state court of the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shal

ARTICLE XIII AMENDMENT The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate or the Bylaws of the Corporation (and

ARTICLE XIV CORPORATE OPPORTUNITY WAIVER To the fullest extent permitted by Section 122(17) of the DGCL, as the same exists or may hereafter be amended, the Corporation hereby renounces any interest or expectancy of the Corporation in, and any right of the Corporation to be offered an opportunity to participate in, any business opportunity that may from time to time be presented to, or acquired, created, or developed