1004-00001 · Client 1004 · Closing

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OFFICER'S CERTIFICATE

Meridian Diagnostics, Inc.

Pursuant to Section 5.1(d) of the Series Seed Preferred Stock Purchase Agreement

Dated as of February 9, 2026

The undersigned, Dr. Priya Ramaswamy, hereby certifies that she is the duly elected, qualified, and acting Chief Executive Officer and President of Meridian Diagnostics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. The Company is incorporated in the State of Delaware under Delaware Secretary of State Corporation File No. 7294531 and holds Employer Identification Number 93-4127856 issued by the Internal Revenue Service.

This Officer's Certificate (this "Certificate") is delivered pursuant to the conditions to closing set forth in that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investors"), namely:

(i) Cobalt Ventures Fund III, LP;

(ii) Pinewood Health Ventures, LLC;

(iii) Thornfield Capital Partners, LP; and

(iv) Atlas Point Angel Syndicate, LLC.

Pursuant to the Purchase Agreement, the Investors have agreed to purchase, and the Company has agreed to sell and issue, an aggregate of 4,479,981 shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a purchase price of $2.6786 per share, for an aggregate purchase price of Twelve Million Dollars ($12,000,000). This Certificate is delivered in satisfaction of the condition to closing set forth in Section 5.1(d) of the Purchase Agreement, which requires the delivery to the Investors of a certificate executed by the Chief Executive Officer of the Company, certifying as to the matters set forth herein.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Purchase Agreement.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and in connection therewith hereby certifies to the Investors as follows:

Section 1. Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of the Company contained in Section 3 of the Purchase Agreement is true and correct in all material respects as of the date of the Purchase Agreement and as of the date hereof (the "Closing Date," being February 9, 2026), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certifies that the representations and warranties of the Company set forth in the Purchase Agreement regarding the following matters are true and correct in all material respects as of the Closing Date:

(a) Organization and Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and as proposed to be conducted, to execute and deliver the Purchase Agreement and the ancillary agreements contemplated thereby, and to perform its obligations thereunder. The Company is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts, which is the only jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Authorization. All corporate action on the part of the Company, its directors, and its stockholders necessary for the authorization, execution, and delivery of the Purchase Agreement and each of the ancillary agreements, the authorization, sale, issuance, and delivery of the Series Seed Preferred Stock, and the performance of the Company's obligations under the Purchase Agreement and the ancillary agreements has been taken. The Purchase Agreement and each ancillary agreement, when executed and delivered by the Company, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) Capitalization. The capitalization of the Company, immediately prior to and immediately following the Closing, is as set forth in Section 4 of this Certificate and in the capitalization representations contained in the Purchase Agreement, and no other shares of capital stock, options, warrants, convertible securities, or other rights to acquire equity securities of the Company are issued and outstanding except as so described.

(d) intellectual Property. The Company owns or possesses, or has the right to use, all intellectual property rights necessary for the operation of its business as presently conducted and as proposed to be conducted, without any known infringement of, or conflict with, the rights of others. The Company's intellectual property portfolio, including the MeridianPulse platform and the patents and patent applications described in Section 3 of this Certificate, remains in good standing, and no challenges, claims of infringement, or adverse determinations have been asserted or, to the knowledge of the undersigned, threatened with respect thereto.

(e) Compliance with Laws. The Company is not in violation of any applicable statute, rule, regulation, order, or restriction of any governmental authority, domestic or foreign, in respect of the conduct of its business or the ownership of its properties, except where such violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) Financial Condition. The financial statements of the Company delivered to the Investors in connection with the Purchase Agreement fairly present in all material respects the financial condition and results of operations of the Company as of the dates and for the periods indicated therein, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.

(g) Material Contracts. All material contracts to which the Company is a party or by which it is bound are valid, binding, and in full force and effect, and neither the Company nor, to the knowledge of the undersigned, any other party thereto is in material breach or default thereunder.

(h) Tax Matters. The Company has timely filed all tax returns required to be filed by it and has paid all taxes shown thereon to be due, except where the failure to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the undersigned, threatened audits, examinations, or claims by any taxing authority with respect to the Company.

(i) Employee Matters. The Company is in compliance in all material respects with all applicable laws relating to labor and employment, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, and the payment of social security and other taxes. No employees of the Company are represented by any labor union, and no union organizing activities are pending or, to the knowledge of the undersigned, threatened.

(j) Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the undersigned, threatened against the Company, as further certified in Section 6 of this Certificate.

Section 2. Performance of Covenants and Obligations

The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that the following actions have been duly taken, and the following documents have been duly executed, delivered, and (where applicable) filed:

(a) Amended and Restated Certificate of Incorporation. The Company has caused the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") to be filed with the Secretary of State of the State of Delaware on February 9, 2026. The Restated Certificate has been accepted for filing by the Delaware Secretary of State. The Restated Certificate authorizes the issuance of the Series Seed Preferred Stock and sets forth the rights, preferences, privileges, and restrictions thereof, including without limitation a one-times (1x) non-participating liquidation preference, broad-based weighted average anti-dilution protection, and the protective provisions in favor of the holders of the Series Seed Preferred Stock as set forth therein.

(b) Amended and Restated Bylaws. The Board of Directors of the Company has duly adopted the Amended and Restated Bylaws of the Company (the "Restated Bylaws"), which reflect the new board composition of five (5) directors as described in Section 8 of this Certificate and incorporate such other provisions as are required by the Purchase Agreement and the ancillary agreements.

(c) Option Pool Increase. The Board of Directors and the stockholders of the Company have duly approved an increase of 1,200,000 shares in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (originally adopted as of March 1, 2024), bringing the total number of shares authorized for issuance under such plan to 1,600,000 shares. After giving effect to options currently outstanding under the plan, a total of 1,425,000 shares remain available for future issuance.

(d) Investors' Rights Agreement. The Company has duly executed and delivered to the Investors the Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors, granting the Investors certain registration rights, information rights, and other rights as set forth therein.

(e) Right of First Refusal and Co-Sale Agreement. The Company has duly executed and delivered to the Investors the Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the holders of the Company's Common Stock identified therein, providing for rights of first refusal and co-sale in connection with certain transfers of the Company's Common Stock.

(f) Voting Agreement. The Company has duly executed and delivered to the Investors the Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the holders of the Company's Common Stock identified therein, providing for voting obligations with respect to the election of directors and certain other matters.

(g) Side Letters. The Company has duly executed and delivered (i) the Cobalt Side Letter, dated as of February 9, 2026, by and between the Company and Cobalt Ventures Fund III, LP, and (ii) the Pinewood Side Letter, dated as of February 9, 2026, by and between the Company and Pinewood Health Ventures, LLC, each containing certain additional rights and obligations as set forth therein.

(h) Founder Stock Restriction Agreements. The following Founder Stock Restriction Agreements have been duly executed and delivered to the Company:

(i) Founder Stock Restriction Agreement by and between the Company and Dr. Priya Ramaswamy with respect to 5,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023; and

(ii) Founder Stock Restriction Agreement by and between the Company and Dr. Julian Ochoa with respect to 3,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023.

(i) Indemnification Agreement. The Company has duly executed and delivered the Indemnification Agreement, dated as of February 9, 2026, by and between the Company and David Hargrove, who has been designated by Cobalt Ventures Fund III, LP as the initial Series Seed Preferred director, providing for indemnification and advancement of expenses to Mr. Hargrove in his capacity as a director of the Company, to the fullest extent permitted by applicable law.

(j) Escrow Agreement. The Company has duly executed and delivered the Escrow Agreement, dated as of February 9, 2026, by and among the Company, Cobalt Ventures Fund III, LP (acting on behalf of the Investors), and Granite Trust Company, N.A., as escrow agent, providing for the escrow arrangements contemplated by the Purchase Agreement.

(k) Proprietary Information and Inventions Assignment Agreements. The Company has obtained duly executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") from each of its key employees, including each employee who has had access to, or participated in the development of, the Company's proprietary technology and intellectual property. Such PIIAs are in full force and effect and have not been amended, modified, or waived.

Section 3. Absence of Material Adverse Effect

The undersigned hereby certifies that, since the date of the Purchase Agreement, there has been no event, occurrence, condition, change, effect, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, assets, properties, financial condition, results of operations, or prospects of the Company.

In furtherance of, and without limiting the generality of, the foregoing certification, the undersigned confirms the following:

(a) The Company's monthly cash burn rate remains approximately One Hundred Eighty-Five Thousand Dollars ($185,000), which is consistent with the projections previously provided to the Investors. As of the date hereof and immediately prior to the receipt of the closing proceeds under the Purchase Agreement, the Company has approximately One Million Four Hundred Thousand Dollars ($1,400,000) in remaining cash on hand, which is sufficient to fund the Company's operations through the anticipated receipt of the closing proceeds.

(b) The Company continues to employ eighteen (18) full-time employees. There have been no material changes in the Company's workforce, no resignations of key employees, and no material disputes with any employee since the date of the Purchase Agreement.

(c) The Company's intellectual property portfolio remains intact and in good standing. As of the date hereof, the Company holds five (5) issued U.S. utility patents and three (3) pending Patent Cooperation Treaty (PCT) international applications, each relating to the Company's proprietary MeridianPulse diagnostic platform. No challenges, oppositions, inter partes reviews, post-grant reviews, claims of infringement (whether by or against the Company), or adverse determinations with respect to any of the Company's patents or patent applications have been asserted, instituted, or, to the knowledge of the undersigned, threatened. All required maintenance fees and annuity payments with respect to the Company's issued patents and pending applications are current.

Section 4. Capitalization

The undersigned hereby certifies that the capitalization of the Company is as set forth below.

4.1 Capitalization Immediately Prior to the Closing. Immediately prior to the Closing, and giving effect to the option pool increase described in Section 2(c) of this Certificate but prior to the issuance of the Series Seed Preferred Stock, the authorized, issued, and outstanding capital stock of the Company is as follows:

(a) Authorized Capital Stock. The Restated Certificate authorizes the Company to issue (i) 20,000,000 shares of Common Stock, par value $0.0001 per share, and (ii) 6,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 5,600,000 shares are designated as Series Seed Preferred Stock.

(b) Issued and Outstanding Common Stock. A total of 10,000,000 shares of Common Stock are issued and outstanding, held of record by the following persons in the amounts and percentages indicated:

(c) 2024 Equity Incentive Plan. As described in Section 2(c) of this Certificate, the 2024 Equity Incentive Plan has been increased by 1,200,000 shares, bringing the total authorized option pool to 1,600,000 shares. Of such 1,600,000 shares, 175,000 shares are subject to outstanding option grants, and 1,425,000 shares remain available for future issuance.

(d) Pre-Money Fully-Diluted Shares. The pre-money fully-diluted share count is 11,200,000, calculated as follows: 10,000,000 shares of Common Stock outstanding plus 1,200,000 net new option pool shares added in connection with the financing (the original 400,000 share pool having been included in the pre-existing outstanding Common Stock count).

4.2 Capitalization Immediately Following the Closing. Immediately following the Closing, and giving effect to the issuance of the Series Seed Preferred Stock for new money and upon conversion of the outstanding convertible promissory notes, the Company will have the following shares of Series Seed Preferred Stock issued and outstanding:

(a) New Money Shares. 4,479,981 shares of Series Seed Preferred Stock issued to the Investors at a purchase price of $2.6786 per share, for aggregate gross proceeds of $12,000,000.

(b) Note Conversion Shares. Approximately 1,098,362 shares of Series Seed Preferred Stock issued upon conversion of the following outstanding convertible promissory notes, which are converting at an effective conversion price of $2.1429 per share (representing a 20% discount to the per-share purchase price of $2.6786):

(c) No Other Securities Outstanding. No other shares of capital stock, options, warrants, convertible notes, SAFEs, or other convertible or exercisable securities of the Company are issued and outstanding, and no other rights to acquire equity securities of the Company exist, other than (i) the shares described in this Section 4, (ii) the options described in Section 4.1(b) and (c) above, and (iii) the conversion rights and other rights attaching to the Series Seed Preferred Stock under the Restated Certificate.

Section 5. Completion of Required Filings

The undersigned hereby certifies that all filings and registrations required to be made by the Company on or prior to the Closing Date have been duly made, including the following:

(a) The Amended and Restated Certificate of Incorporation of the Company has been duly filed with, and accepted by, the Secretary of State of the State of Delaware on February 9, 2026.

(b) The Company has obtained a certificate of good standing from the Secretary of State of the State of Delaware, dated as of a recent date, confirming that the Company is in good standing under the laws of the State of Delaware.

(c) The Company has obtained a certificate of good standing (certificate of legal existence) from the Secretary of the Commonwealth of the Commonwealth of Massachusetts, dated as of a recent date, confirming that the Company is in good standing and authorized to transact business in the Commonwealth of Massachusetts.

The undersigned further certifies that the Company will cause the following filings to be made within the applicable deadlines following the Closing:

(d) Form D Filing. The Company will file a Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission within fifteen (15) days of the first sale of securities in the offering (the filing deadline being February 24, 2026). The offering of the Series Seed Preferred Stock is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption from registration provided by Regulation D, Rule 506(b), promulgated thereunder. All Investors qualify as "accredited investors" within the meaning of Rule 501(a) of Regulation D under the Securities Act.

(e) Blue Sky Filings. The Company will cause to be filed all required state securities law notice filings (commonly referred to as "blue sky" filings) in the following jurisdictions within the applicable deadlines: California, Massachusetts, New York, and Texas.

Section 6. No Litigation

The undersigned hereby certifies that there is no action, suit, proceeding, claim, arbitration, or investigation pending before any court, tribunal, governmental body, agency, or arbitrator, or, to the knowledge of the undersigned, threatened against the Company, any of its officers, directors, or key employees (in their capacity as such), or any of its properties or assets, that:

(a) questions or challenges the validity of the Purchase Agreement, the Restated Certificate, or any of the ancillary agreements executed and delivered in connection with the transactions contemplated by the Purchase Agreement, or seeks to enjoin, prevent, or delay the consummation of the transactions contemplated thereby; or

(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the business, assets, properties, financial condition, results of operations, or prospects of the Company.

The undersigned further certifies that the Company is not subject to any outstanding order, judgment, injunction, decree, or settlement agreement that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or impair the Company's ability to consummate the transactions contemplated by the Purchase Agreement.

Section 7. Legal Opinion and Other Deliverables

The undersigned hereby confirms that the Company has caused its outside legal counsel, Whitfield & Ames LLP (Catherine Devereaux, Partner), to prepare and deliver to the Investors a legal opinion letter dated as of the Closing Date (the "Legal Opinion"), opining as to the matters required by Section 5.1(e) of the Purchase Agreement, including without limitation the due organization, valid existence, and good standing of the Company, the due authorization and valid issuance of the Series Seed Preferred Stock, the enforceability of the Purchase Agreement and the ancillary agreements, and such other matters as are customarily addressed in legal opinions delivered in connection with transactions of this nature.

The undersigned further confirms that the Company has caused to be delivered to the Investors, or to their designated counsel, the following additional closing deliverables required under the Purchase Agreement:

(a) The Secretary's Certificate of the Company, executed by the Secretary of the Company, certifying as to the Restated Certificate, the Restated Bylaws, and the resolutions of the Board of Directors and stockholders of the Company authorizing the transactions contemplated by the Purchase Agreement;

(b) The Compliance Certificate of the Company, certifying as to the Company's compliance with applicable laws and regulations; and

The undersigned further confirms that the Company's independent auditors, Graystone & Pallister CPAs, LLP (engagement partner: Robert Milligan, CPA), have not identified, and have not communicated to the Company or its Board of Directors, any matters that would prevent the closing of the transactions contemplated by the Purchase Agreement or that would call into question the accuracy of the Company's financial statements previously delivered to the Investors.

Section 8. Board Composition

The undersigned hereby certifies that the Board of Directors of the Company, effective as of the Closing, consists of five (5) members, constituted as follows in accordance with the Voting Agreement and the Restated Certificate:

(a) Common Stock Directors (2 seats). The following two (2) directors have been designated by, and elected by, the holders of the Company's Common Stock:

(i) Dr. Priya Ramaswamy; and

(ii) Dr. Julian Ochoa.

(b) Series Seed Preferred Director (1 seat). The following one (1) director has been designated by the holders of the Company's Series Seed Preferred Stock, pursuant to the designation right of Cobalt Ventures Fund III, LP under the Voting Agreement:

(i) David Hargrove (designee of Cobalt Ventures Fund III, LP).

(c) Independent Directors (2 seats). Two (2) seats on the Board of Directors are designated for independent directors, to be filled by the mutual agreement of (x) the holders of a majority of the Common Stock and (y) the holders of a majority of the Series Seed Preferred Stock, each voting as a separate class. As of the Closing Date, these two independent director seats remain vacant and are expected to be filled within ninety (90) days following the Closing in accordance with the procedures set forth in the Voting Agreement.

Section 9. Legal Fee Reimbursement

The undersigned hereby confirms that, in accordance with the terms of the Purchase Agreement, the Company will reimburse Cobalt Ventures Fund III, LP for its reasonable and documented legal fees and out-of-pocket expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Purchase Agreement, in an aggregate amount not to exceed Fifty Thousand Dollars ($50,000). Such reimbursement shall be payable as part of the closing funds flow on the Closing Date, either by wire transfer of immediately available funds or by offset against the purchase price for the Series Seed Preferred Stock purchased by Cobalt Ventures Fund III, LP, as directed by the parties and reflected in the closing funds flow memorandum.

Section 10. Governing Law

This Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

MERIDIAN DIAGNOSTICS, INC.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above, in her capacity as Chief Executive Officer and President of Meridian Diagnostics, Inc., and not in her individual capacity.

MERIDIAN DIAGNOSTICS, INC.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer and President

Date: February 9, 2026

Address for Notices: 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142

Stockholder	Shares of Common Stock	Percentage of Outstanding Common Stock	Notes
Dr. Priya Ramaswamy	5,500,000	55.0%	Subject to Founder Stock Restriction Agreement (four-year reverse vesting, one-year cliff; vesting commencement: June 15, 2023)
Dr. Julian Ochoa	3,500,000	35.0%	Subject to Founder Stock Restriction Agreement (four-year reverse vesting, one-year cliff; vesting commencement: June 15, 2023)
Nadia Chen	600,000	6.0%	Subject to four-year vesting schedule with one-year cliff; approximately 18 months vested as of the Closing Date
Option Pool (2024 Equity Incentive Plan)	400,000	4.0%	Of which 175,000 shares are subject to outstanding option grants; 225,000 shares remain unallocated under the original pool
Total	10,000,000	100.0%
Noteholder	Principal Amount	Accrued Interest	Total Converting	Shares Issued on Conversion
Dr. Margaret Liu	$1,200,000	$153,750	$1,353,750	631,667
Clearwater Bridge Associates, LLC	$900,000	$100,000	$1,000,000	466,695
Total	$2,100,000	$253,750	$2,353,750	1,098,362

OFFICER'S CERTIFICATE
of
Meridian Diagnostics, Inc.
Pursuant to Section 5.1(d) of the Series Seed Preferred Stock Purchase Agreement
Dated as of February 9, 2026
The undersigned, Dr. Priya Ramaswamy, hereby certifies that she is the duly elected, qualified, and acting Chief Executive Officer and President of Meridian Diagnostics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. The Company is incorporated in the State of Delaware under Delaware Secretary of State Corporation File No. 7294531 and holds Employer Identification Number 93-4127856 issued by the Internal Revenue Service.
This Officer's Certificate (this "Certificate") is delivered pursuant to the conditions to closing set forth in that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investors"), namely:
(i) Cobalt Ventures Fund III, LP;
(ii) Pinewood Health Ventures, LLC;
(iii) Thornfield Capital Partners, LP; and
(iv) Atlas Point Angel Syndicate, LLC.
Pursuant to the Purchase Agreement, the Investors have agreed to purchase, and the Company has agreed to sell and issue, an aggregate of 4,479,981 shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a purchase price of $2.6786 per share, for an aggregate purchase price of Twelve Million Dollars ($12,000,000). This Certificate is delivered in satisfaction of the condition to closing set forth in Section 5.1(d) of the Purchase Agreement, which requires the delivery to the Investors of a certificate executed by the Chief Executive Officer of the Company, certifying as to the matters set forth herein.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Purchase Agreement.
The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and in connection therewith hereby certifies to the Investors as follows:
Section 1. Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of the Company contained in Section 3 of the Purchase Agreement is true and correct in all material respects as of the date of the Purchase Agreement and as of the date hereof (the "Closing Date," being February 9, 2026), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certifies that the representations and warranties of the Company set forth in the Purchase Agreement regarding the following matters are true and correct in all material respects as of the Closing Date:
(a) Organization and Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and as proposed to be conducted, to execute and deliver the Purchase Agreement and the ancillary agreements contemplated thereby, and to perform its obligations thereunder. The Company is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts, which is the only jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Authorization. All corporate action on the part of the Company, its directors, and its stockholders necessary for the authorization, execution, and delivery of the Purchase Agreement and each of the ancillary agreements, the authorization, sale, issuance, and delivery of the Series Seed Preferred Stock, and the performance of the Company's obligations under the Purchase Agreement and the ancillary agreements has been taken. The Purchase Agreement and each ancillary agreement, when executed and delivered by the Company, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) Capitalization. The capitalization of the Company, immediately prior to and immediately following the Closing, is as set forth in Section 4 of this Certificate and in the capitalization representations contained in the Purchase Agreement, and no other shares of capital stock, options, warrants, convertible securities, or other rights to acquire equity securities of the Company are issued and outstanding except as so described.
(d) intellectual Property. The Company owns or possesses, or has the right to use, all intellectual property rights necessary for the operation of its business as presently conducted and as proposed to be conducted, without any known infringement of, or conflict with, the rights of others. The Company's intellectual property portfolio, including the MeridianPulse platform and the patents and patent applications described in Section 3 of this Certificate, remains in good standing, and no challenges, claims of infringement, or adverse determinations have been asserted or, to the knowledge of the undersigned, threatened with respect thereto.
(e) Compliance with Laws. The Company is not in violation of any applicable statute, rule, regulation, order, or restriction of any governmental authority, domestic or foreign, in respect of the conduct of its business or the ownership of its properties, except where such violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(f) Financial Condition. The financial statements of the Company delivered to the Investors in connection with the Purchase Agreement fairly present in all material respects the financial condition and results of operations of the Company as of the dates and for the periods indicated therein, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.
(g) Material Contracts. All material contracts to which the Company is a party or by which it is bound are valid, binding, and in full force and effect, and neither the Company nor, to the knowledge of the undersigned, any other party thereto is in material breach or default thereunder.
(h) Tax Matters. The Company has timely filed all tax returns required to be filed by it and has paid all taxes shown thereon to be due, except where the failure to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the undersigned, threatened audits, examinations, or claims by any taxing authority with respect to the Company.
(i) Employee Matters. The Company is in compliance in all material respects with all applicable laws relating to labor and employment, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, and the payment of social security and other taxes. No employees of the Company are represented by any labor union, and no union organizing activities are pending or, to the knowledge of the undersigned, threatened.
(j) Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the undersigned, threatened against the Company, as further certified in Section 6 of this Certificate.
Section 2. Performance of Covenants and Obligations
The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that the following actions have been duly taken, and the following documents have been duly executed, delivered, and (where applicable) filed:
(a) Amended and Restated Certificate of Incorporation. The Company has caused the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") to be filed with the Secretary of State of the State of Delaware on February 9, 2026. The Restated Certificate has been accepted for filing by the Delaware Secretary of State. The Restated Certificate authorizes the issuance of the Series Seed Preferred Stock and sets forth the rights, preferences, privileges, and restrictions thereof, including without limitation a one-times (1x) non-participating liquidation preference, broad-based weighted average anti-dilution protection, and the protective provisions in favor of the holders of the Series Seed Preferred Stock as set forth therein.
(b) Amended and Restated Bylaws. The Board of Directors of the Company has duly adopted the Amended and Restated Bylaws of the Company (the "Restated Bylaws"), which reflect the new board composition of five (5) directors as described in Section 8 of this Certificate and incorporate such other provisions as are required by the Purchase Agreement and the ancillary agreements.
(c) Option Pool Increase. The Board of Directors and the stockholders of the Company have duly approved an increase of 1,200,000 shares in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (originally adopted as of March 1, 2024), bringing the total number of shares authorized for issuance under such plan to 1,600,000 shares. After giving effect to options currently outstanding under the plan, a total of 1,425,000 shares remain available for future issuance.
(d) Investors' Rights Agreement. The Company has duly executed and delivered to the Investors the Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors, granting the Investors certain registration rights, information rights, and other rights as set forth therein.
(e) Right of First Refusal and Co-Sale Agreement. The Company has duly executed and delivered to the Investors the Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the holders of the Company's Common Stock identified therein, providing for rights of first refusal and co-sale in connection with certain transfers of the Company's Common Stock.
(f) Voting Agreement. The Company has duly executed and delivered to the Investors the Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the holders of the Company's Common Stock identified therein, providing for voting obligations with respect to the election of directors and certain other matters.
(g) Side Letters. The Company has duly executed and delivered (i) the Cobalt Side Letter, dated as of February 9, 2026, by and between the Company and Cobalt Ventures Fund III, LP, and (ii) the Pinewood Side Letter, dated as of February 9, 2026, by and between the Company and Pinewood Health Ventures, LLC, each containing certain additional rights and obligations as set forth therein.
(h) Founder Stock Restriction Agreements. The following Founder Stock Restriction Agreements have been duly executed and delivered to the Company:
(i) Founder Stock Restriction Agreement by and between the Company and Dr. Priya Ramaswamy with respect to 5,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023; and
(ii) Founder Stock Restriction Agreement by and between the Company and Dr. Julian Ochoa with respect to 3,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023.
(i) Indemnification Agreement. The Company has duly executed and delivered the Indemnification Agreement, dated as of February 9, 2026, by and between the Company and David Hargrove, who has been designated by Cobalt Ventures Fund III, LP as the initial Series Seed Preferred director, providing for indemnification and advancement of expenses to Mr. Hargrove in his capacity as a director of the Company, to the fullest extent permitted by applicable law.
(j) Escrow Agreement. The Company has duly executed and delivered the Escrow Agreement, dated as of February 9, 2026, by and among the Company, Cobalt Ventures Fund III, LP (acting on behalf of the Investors), and Granite Trust Company, N.A., as escrow agent, providing for the escrow arrangements contemplated by the Purchase Agreement.
(k) Proprietary Information and Inventions Assignment Agreements. The Company has obtained duly executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") from each of its key employees, including each employee who has had access to, or participated in the development of, the Company's proprietary technology and intellectual property. Such PIIAs are in full force and effect and have not been amended, modified, or waived.
Section 3. Absence of Material Adverse Effect
The undersigned hereby certifies that, since the date of the Purchase Agreement, there has been no event, occurrence, condition, change, effect, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, assets, properties, financial condition, results of operations, or prospects of the Company.
In furtherance of, and without limiting the generality of, the foregoing certification, the undersigned confirms the following:
(a) The Company's monthly cash burn rate remains approximately One Hundred Eighty-Five Thousand Dollars ($185,000), which is consistent with the projections previously provided to the Investors. As of the date hereof and immediately prior to the receipt of the closing proceeds under the Purchase Agreement, the Company has approximately One Million Four Hundred Thousand Dollars ($1,400,000) in remaining cash on hand, which is sufficient to fund the Company's operations through the anticipated receipt of the closing proceeds.
(b) The Company continues to employ eighteen (18) full-time employees. There have been no material changes in the Company's workforce, no resignations of key employees, and no material disputes with any employee since the date of the Purchase Agreement.
(c) The Company's intellectual property portfolio remains intact and in good standing. As of the date hereof, the Company holds five (5) issued U.S. utility patents and three (3) pending Patent Cooperation Treaty (PCT) international applications, each relating to the Company's proprietary MeridianPulse diagnostic platform. No challenges, oppositions, inter partes reviews, post-grant reviews, claims of infringement (whether by or against the Company), or adverse determinations with respect to any of the Company's patents or patent applications have been asserted, instituted, or, to the knowledge of the undersigned, threatened. All required maintenance fees and annuity payments with respect to the Company's issued patents and pending applications are current.
Section 4. Capitalization
The undersigned hereby certifies that the capitalization of the Company is as set forth below.
4.1 Capitalization Immediately Prior to the Closing. Immediately prior to the Closing, and giving effect to the option pool increase described in Section 2(c) of this Certificate but prior to the issuance of the Series Seed Preferred Stock, the authorized, issued, and outstanding capital stock of the Company is as follows:
(a) Authorized Capital Stock. The Restated Certificate authorizes the Company to issue (i) 20,000,000 shares of Common Stock, par value $0.0001 per share, and (ii) 6,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 5,600,000 shares are designated as Series Seed Preferred Stock.
(b) Issued and Outstanding Common Stock. A total of 10,000,000 shares of Common Stock are issued and outstanding, held of record by the following persons in the amounts and percentages indicated:
(c) 2024 Equity Incentive Plan. As described in Section 2(c) of this Certificate, the 2024 Equity Incentive Plan has been increased by 1,200,000 shares, bringing the total authorized option pool to 1,600,000 shares. Of such 1,600,000 shares, 175,000 shares are subject to outstanding option grants, and 1,425,000 shares remain available for future issuance.
(d) Pre-Money Fully-Diluted Shares. The pre-money fully-diluted share count is 11,200,000, calculated as follows: 10,000,000 shares of Common Stock outstanding plus 1,200,000 net new option pool shares added in connection with the financing (the original 400,000 share pool having been included in the pre-existing outstanding Common Stock count).
4.2 Capitalization Immediately Following the Closing. Immediately following the Closing, and giving effect to the issuance of the Series Seed Preferred Stock for new money and upon conversion of the outstanding convertible promissory notes, the Company will have the following shares of Series Seed Preferred Stock issued and outstanding:
(a) New Money Shares. 4,479,981 shares of Series Seed Preferred Stock issued to the Investors at a purchase price of $2.6786 per share, for aggregate gross proceeds of $12,000,000.
(b) Note Conversion Shares. Approximately 1,098,362 shares of Series Seed Preferred Stock issued upon conversion of the following outstanding convertible promissory notes, which are converting at an effective conversion price of $2.1429 per share (representing a 20% discount to the per-share purchase price of $2.6786):
(c) No Other Securities Outstanding. No other shares of capital stock, options, warrants, convertible notes, SAFEs, or other convertible or exercisable securities of the Company are issued and outstanding, and no other rights to acquire equity securities of the Company exist, other than (i) the shares described in this Section 4, (ii) the options described in Section 4.1(b) and (c) above, and (iii) the conversion rights and other rights attaching to the Series Seed Preferred Stock under the Restated Certificate.
Section 5. Completion of Required Filings
The undersigned hereby certifies that all filings and registrations required to be made by the Company on or prior to the Closing Date have been duly made, including the following:
(a) The Amended and Restated Certificate of Incorporation of the Company has been duly filed with, and accepted by, the Secretary of State of the State of Delaware on February 9, 2026.
(b) The Company has obtained a certificate of good standing from the Secretary of State of the State of Delaware, dated as of a recent date, confirming that the Company is in good standing under the laws of the State of Delaware.
(c) The Company has obtained a certificate of good standing (certificate of legal existence) from the Secretary of the Commonwealth of the Commonwealth of Massachusetts, dated as of a recent date, confirming that the Company is in good standing and authorized to transact business in the Commonwealth of Massachusetts.
The undersigned further certifies that the Company will cause the following filings to be made within the applicable deadlines following the Closing:
(d) Form D Filing. The Company will file a Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission within fifteen (15) days of the first sale of securities in the offering (the filing deadline being February 24, 2026). The offering of the Series Seed Preferred Stock is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption from registration provided by Regulation D, Rule 506(b), promulgated thereunder. All Investors qualify as "accredited investors" within the meaning of Rule 501(a) of Regulation D under the Securities Act.
(e) Blue Sky Filings. The Company will cause to be filed all required state securities law notice filings (commonly referred to as "blue sky" filings) in the following jurisdictions within the applicable deadlines: California, Massachusetts, New York, and Texas.
Section 6. No Litigation
The undersigned hereby certifies that there is no action, suit, proceeding, claim, arbitration, or investigation pending before any court, tribunal, governmental body, agency, or arbitrator, or, to the knowledge of the undersigned, threatened against the Company, any of its officers, directors, or key employees (in their capacity as such), or any of its properties or assets, that:
(a) questions or challenges the validity of the Purchase Agreement, the Restated Certificate, or any of the ancillary agreements executed and delivered in connection with the transactions contemplated by the Purchase Agreement, or seeks to enjoin, prevent, or delay the consummation of the transactions contemplated thereby; or
(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the business, assets, properties, financial condition, results of operations, or prospects of the Company.
The undersigned further certifies that the Company is not subject to any outstanding order, judgment, injunction, decree, or settlement agreement that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or impair the Company's ability to consummate the transactions contemplated by the Purchase Agreement.
Section 7. Legal Opinion and Other Deliverables
The undersigned hereby confirms that the Company has caused its outside legal counsel, Whitfield & Ames LLP (Catherine Devereaux, Partner), to prepare and deliver to the Investors a legal opinion letter dated as of the Closing Date (the "Legal Opinion"), opining as to the matters required by Section 5.1(e) of the Purchase Agreement, including without limitation the due organization, valid existence, and good standing of the Company, the due authorization and valid issuance of the Series Seed Preferred Stock, the enforceability of the Purchase Agreement and the ancillary agreements, and such other matters as are customarily addressed in legal opinions delivered in connection with transactions of this nature.
The undersigned further confirms that the Company has caused to be delivered to the Investors, or to their designated counsel, the following additional closing deliverables required under the Purchase Agreement:
(a) The Secretary's Certificate of the Company, executed by the Secretary of the Company, certifying as to the Restated Certificate, the Restated Bylaws, and the resolutions of the Board of Directors and stockholders of the Company authorizing the transactions contemplated by the Purchase Agreement;
(b) The Compliance Certificate of the Company, certifying as to the Company's compliance with applicable laws and regulations; and
(c) All other closing deliverables required under Article V of the Purchase Agreement.
The undersigned further confirms that the Company's independent auditors, Graystone & Pallister CPAs, LLP (engagement partner: Robert Milligan, CPA), have not identified, and have not communicated to the Company or its Board of Directors, any matters that would prevent the closing of the transactions contemplated by the Purchase Agreement or that would call into question the accuracy of the Company's financial statements previously delivered to the Investors.
Section 8. Board Composition
The undersigned hereby certifies that the Board of Directors of the Company, effective as of the Closing, consists of five (5) members, constituted as follows in accordance with the Voting Agreement and the Restated Certificate:
(a) Common Stock Directors (2 seats). The following two (2) directors have been designated by, and elected by, the holders of the Company's Common Stock:
(i) Dr. Priya Ramaswamy; and
(ii) Dr. Julian Ochoa.
(b) Series Seed Preferred Director (1 seat). The following one (1) director has been designated by the holders of the Company's Series Seed Preferred Stock, pursuant to the designation right of Cobalt Ventures Fund III, LP under the Voting Agreement:
(i) David Hargrove (designee of Cobalt Ventures Fund III, LP).
(c) Independent Directors (2 seats). Two (2) seats on the Board of Directors are designated for independent directors, to be filled by the mutual agreement of (x) the holders of a majority of the Common Stock and (y) the holders of a majority of the Series Seed Preferred Stock, each voting as a separate class. As of the Closing Date, these two independent director seats remain vacant and are expected to be filled within ninety (90) days following the Closing in accordance with the procedures set forth in the Voting Agreement.
Section 9. Legal Fee Reimbursement
The undersigned hereby confirms that, in accordance with the terms of the Purchase Agreement, the Company will reimburse Cobalt Ventures Fund III, LP for its reasonable and documented legal fees and out-of-pocket expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Purchase Agreement, in an aggregate amount not to exceed Fifty Thousand Dollars ($50,000). Such reimbursement shall be payable as part of the closing funds flow on the Closing Date, either by wire transfer of immediately available funds or by offset against the purchase price for the Series Seed Preferred Stock purchased by Cobalt Ventures Fund III, LP, as directed by the parties and reflected in the closing funds flow memorandum.
Section 10. Governing Law
This Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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SIGNATURE PAGE TO OFFICER'S CERTIFICATE
MERIDIAN DIAGNOSTICS, INC.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above, in her capacity as Chief Executive Officer and President of Meridian Diagnostics, Inc., and not in her individual capacity.
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer and President
Date: February 9, 2026
Address for Notices: 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142
Stockholder | Shares of Common Stock | Percentage of Outstanding Common Stock | Notes
Dr. Priya Ramaswamy | 5,500,000 | 55.0% | Subject to Founder Stock Restriction Agreement (four-year reverse vesting, one-year cliff; vesting commencement: June 15, 2023)
Dr. Julian Ochoa | 3,500,000 | 35.0% | Subject to Founder Stock Restriction Agreement (four-year reverse vesting, one-year cliff; vesting commencement: June 15, 2023)
Nadia Chen | 600,000 | 6.0% | Subject to four-year vesting schedule with one-year cliff; approximately 18 months vested as of the Closing Date
Option Pool (2024 Equity Incentive Plan) | 400,000 | 4.0% | Of which 175,000 shares are subject to outstanding option grants; 225,000 shares remain unallocated under the original pool
Total | 10,000,000 | 100.0%
Noteholder | Principal Amount | Accrued Interest | Total Converting | Shares Issued on Conversion
Dr. Margaret Liu | $1,200,000 | $153,750 | $1,353,750 | 631,667
Clearwater Bridge Associates, LLC | $900,000 | $100,000 | $1,000,000 | 466,695
Total | $2,100,000 | $253,750 | $2,353,750 | 1,098,362

OFFICER'S CERTIFICATE

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

MERIDIAN DIAGNOSTICS, INC.

MERIDIAN DIAGNOSTICS, INC.

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