1004-00001 · Client 1004 · Closing

secretarys-certificate.docx DOCUMENT M&A / Corporate

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Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025

Matter No.: 1004-00001 Attorneys: Kevin Ostrowski (Responsible Partner); Rachel Bernstein (Billing Partner); Garrett Simmons (Lead Associate); Leila Nazari (Working Associate) Client: Cobalt Ventures LP / Cobalt Ventures Fund III, LP Transaction: Meridian Diagnostics, Inc. — Series Seed Preferred Stock Financing — $12,000,000

SECRETARY'S CERTIFICATE OF MERIDIAN DIAGNOSTICS, INC.

February 9, 2026

Delivered in connection with the Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026 (the "Purchase Agreement") among Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Investors attached thereto (the "Investors"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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 principal office is located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Company was incorporated in the State of Delaware and is assigned Delaware Corporation File No. 7294531. The Company's Federal Employer Identification Number is 93-4127856.

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 bylaws, is qualified, and is acting in such capacity as of the date hereof. No officer of the Company has resigned, been removed, or otherwise ceased to serve in such capacity since his or her election or appointment, except as otherwise reflected herein.

No other persons hold officer positions with the Company as of the date hereof. Each of the foregoing officers is authorized to execute and deliver documents on behalf of the Company, within the scope of authority delegated to such officer by the Board of Directors of the Company and the resolutions described herein.

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

2. Dr. Julian Ochoa — Common Stock Director

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 acting in such capacity as of the date hereof.

Pursuant to the terms of the Voting Agreement dated as of February 9, 2026, entered into in connection with the Purchase Agreement, the Board of Directors of the Company is to consist of five (5) directors, including two (2) Common Stock Directors, one (1) Series Seed Preferred Stock Director, and two (2) independent directors. The two independent director seats remain vacant as of the date hereof and are to be filled following the closing of the transactions contemplated by the Purchase Agreement by mutual agreement of the Common Stock Directors and the Series Seed Preferred Stock Director, in each case in accordance with the procedures and requirements set forth in the Voting Agreement.

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 the Delaware General Corporation Law and the Company's then-existing certificate of incorporation and bylaws, and has been duly filed with the Secretary of State of the State of Delaware on February 9, 2026. The A&R Certificate of Incorporation became effective upon such filing.

The A&R Certificate of Incorporation, among other things:

(a) Authorizes the issuance of shares of Series Seed Preferred Stock, par value $0.0001 per share, and sets forth the designation, number of shares, and terms thereof;

(b) Sets forth the rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock, including, without limitation: (i) a one times (1×) non-participating liquidation preference, (ii) broad-based weighted average anti-dilution protection, (iii) optional and automatic conversion rights, (iv) protective provisions requiring the consent of holders of a majority of the outstanding shares of Series Seed Preferred Stock (voting as a separate class) for certain corporate actions, and (v) voting rights on an as-converted basis together with the holders of Common Stock;

(c) Sets forth the authorized capital stock of the Company following the filing thereof, consisting of (i) 25,000,000 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 6,000,000 shares are designated as Series Seed Preferred Stock; and

(d) Reflects the increase in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (the "Plan") to 1,600,000 total shares, representing an increase of 1,200,000 shares from the prior authorization of 400,000 shares under the Plan as originally adopted.

I hereby certify that Exhibit A attached hereto is a true, correct, and complete copy of the A&R Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, and that no amendments, modifications, supplements, or restatements to the A&R Certificate of Incorporation have been adopted or filed since the date of such filing.

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 other things, the new board composition of five (5) directors, the establishment of a committee structure for the Board of Directors, and indemnification and advancement of expenses provisions for directors and officers of the Company consistent with the requirements of the Delaware General Corporation Law and the terms of the transaction documents entered into in connection with the Purchase Agreement.

I hereby certify that Exhibit B attached hereto is a true, correct, and complete copy of the A&R Bylaws of the Company, as currently in full force and effect, and that no amendment, modification, supplement, repeal, or rescission thereof has been made or adopted since the date of adoption.

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 General Corporation Law and the Company's certificate of incorporation and bylaws, and remain in full force and effect as of the date hereof, unamended, unmodified, unrescinded, and unsuperseded.

The Board Resolutions, as set forth in Exhibit C, authorize, approve, and/or ratify, among other things, the following matters:

(a) Authorization of Series Seed Preferred Stock Financing. The authorization and approval of the Company's Series Seed Preferred Stock financing, including the issuance and sale of up to 4,479,981 shares of Series Seed Preferred Stock at a price per share of $2.6786 (the "Original Issue Price"), for aggregate gross consideration of $12,000,000, to the Investors in accordance with the terms and conditions of the Purchase Agreement.

(b) Authorization of Transaction Documents. The authorization of the execution, delivery, and performance by the Company of the Purchase Agreement and all ancillary transaction documents entered into in connection therewith, including, without limitation, the following:

(i) the Investors' Rights Agreement, dated as of February 9, 2026, among the Company and the Investors;

(ii) the Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, among the Company, certain stockholders of the Company, and the Investors;

(iii) the Voting Agreement, dated as of February 9, 2026, among the Company, certain stockholders of the Company, and the Investors;

(iv) the Side Letter Agreement, dated as of February 9, 2026, between the Company and Cobalt Ventures Fund III, LP (the "Cobalt Side Letter");

(v) the Side Letter Agreement, dated as of February 9, 2026, between the Company and Pinewood Health Ventures, LLC (the "Pinewood Side Letter");

(vi) the Indemnification Agreement, dated as of February 9, 2026, between the Company and David Hargrove, in his capacity as director designee of Cobalt Ventures Fund III, LP;

(vii) the Escrow Agreement, dated as of February 9, 2026, among the Company, the Investors' representative, and Granite Trust Company, N.A., as escrow agent;

(viii) the Founder Stock Restriction Agreements, dated as of February 9, 2026, between the Company and each of Dr. Priya Ramaswamy and Dr. Julian Ochoa, respectively;

(ix) the form of Proprietary Information and Inventions Assignment Agreement for execution by key employees of the Company; and

(x) all other agreements, certificates, instruments, and documents contemplated by the Purchase Agreement and the foregoing ancillary agreements.

(c) Filing of Amended and Restated Certificate of Incorporation. The approval and authorization of the filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware, in the form attached as Exhibit A to this Certificate, and the authorization of the officers of the Company to execute and file such document with the Secretary of State.

(d) Adoption of Amended and Restated Bylaws. The adoption of the Amended and Restated Bylaws of the Company, in the form attached as Exhibit B to this Certificate, effective upon the filing of the A&R Certificate of Incorporation with the Delaware Secretary of State.

(e) 2024 Equity Incentive Plan — Share Reserve Increase. The approval and authorization of an increase of 1,200,000 shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan, from 400,000 shares to 1,600,000 total shares, subject to stockholder approval as required by applicable law, the Plan, and the listing requirements applicable to the Company.

(f) Conversion of Outstanding Convertible Promissory Notes. The authorization of the conversion of outstanding convertible promissory notes in the aggregate principal amount of $2,100,000, originally issued by the Company on September 12, 2023, held by:

(i) Dr. Margaret Liu, in the principal amount of $1,200,000; and

(ii) Clearwater Bridge Associates, LLC, in the principal amount of $900,000;

together with accrued and unpaid interest thereon in the aggregate amount of $253,750 (calculated through and including February 9, 2026), into approximately 1,098,362 shares of Series Seed Preferred Stock at an effective conversion price of $2.1429 per share, representing a discount of approximately twenty percent (20%) to the Original Issue Price, in accordance with the terms of such convertible promissory notes and as contemplated by the Purchase Agreement.

(g) Appointment of Series Seed Preferred Stock Director. The appointment of David Hargrove as a member of the Board of Directors of the Company, to serve as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP in accordance with the Voting Agreement, effective as of the closing of the transactions contemplated by the Purchase Agreement.

(h) Engagement of Transfer Agent. The authorization of the engagement of Ledgermark Transfer Services, Inc. as the Company's stock transfer agent and registrar, and the authorization of the officers of the Company to execute and deliver a transfer agent agreement with Ledgermark Transfer Services, Inc. on customary terms and conditions.

(i) Regulatory Filings. The authorization of the filing of a Form D (Notice of Exempt Offering of Securities) with the U.S. Securities and Exchange Commission, and all required state blue sky notice filings and applications for exemption in the states of California, Massachusetts, New York, and Texas, in connection with the offer and sale of the Series Seed Preferred Stock.

(j) General Authorization. The authorization of the officers of the Company, and each of them acting individually, to take all actions and to execute and deliver all agreements, certificates, instruments, and documents as may be necessary, appropriate, or desirable to effectuate the purposes and intent of the foregoing resolutions, with the execution and delivery of any such agreement, certificate, instrument, or document being conclusive evidence of such officer's authority.

I hereby further certify that the Board Resolutions attached hereto as Exhibit C were duly executed by Dr. Priya Ramaswamy and Dr. Julian Ochoa, as the sole members of the Board of Directors of the Company as of the date of such execution (prior to the appointment of David Hargrove as set forth above), and that such execution constituted the written consent of all members of the Board of Directors in accordance with Section 141(f) of the Delaware General Corporation Law.

I hereby certify that Exhibit C attached hereto is a true, correct, and complete copy of the Board Resolutions, and that such resolutions have not been amended, modified, rescinded, or superseded in any respect as of the date hereof.

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 Law and the Company's then-existing certificate of incorporation and bylaws to approve the matters set forth therein. The Stockholder Consent was adopted in accordance with Section 228 of the Delaware General Corporation Law and remains in full force and effect as of the date hereof, unamended, unmodified, unrescinded, and unsuperseded.

The Stockholder Consent approves, among other things, the following matters:

(a) The approval and adoption of the Amended and Restated Certificate of Incorporation of the Company, including, without limitation, the authorization of the Series Seed Preferred Stock and the establishment of the rights, preferences, privileges, and restrictions thereof;

(b) The approval of the increase in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, from 400,000 shares to 1,600,000 total shares; and

(c) The approval of all related and ancillary matters in connection with the Company's Series Seed Preferred Stock financing as contemplated by the Purchase Agreement.

The Stockholder Consent was duly executed by the following stockholders of the Company, holding the number of shares of Common Stock set forth opposite their respective names:

As of the date of the Stockholder Consent, 10,000,000 shares of Common Stock were issued and outstanding, constituting all of the outstanding capital stock of the Company entitled to vote thereon. The 9,600,000 shares represented by the signing stockholders constitute 96.0% of the outstanding shares of Common Stock, which exceeds the requisite majority required under the Delaware General Corporation Law and the Company's then-existing certificate of incorporation for the approval of the matters set forth in the Stockholder Consent.

I hereby certify that Exhibit D attached hereto is a true, correct, and complete copy of the Stockholder Consent, and that such consent has not been amended, modified, rescinded, or superseded in any respect as of the date hereof.

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 business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts, which is the jurisdiction in which the Company's principal office is located and in which the Company conducts its primary business operations.

To the knowledge of the undersigned Secretary, after reasonable inquiry, no proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or are threatened, whether by action of the Board of Directors, the stockholders, or any third party, and no such proceedings are contemplated.

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 the ancillary transaction documents.

(b) The Company's original Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 15, 2023, as amended and restated by the A&R Certificate of Incorporation described in Section IV above, has been the only charter document of the Company, and no other amendments, supplements, or restatements to the Company's certificate of incorporation are pending, proposed, or contemplated, except as may be expressly contemplated by the transaction documents.

(c) The certificates, documents, resolutions, and instruments attached hereto as Exhibits A, B, C, and D are true, correct, and complete copies of the originals thereof, and have not been amended, modified, supplemented, rescinded, or superseded as of the date hereof. All such originals are maintained in the corporate minute book and records of the Company.

(d) The governing law applicable to the Purchase Agreement and the ancillary transaction documents entered into in connection therewith is the law of the State of Delaware, except to the extent otherwise expressly provided therein.

(e) The shares of Series Seed Preferred Stock are being offered and sold by the Company pursuant to the exemption from registration provided by Regulation D, Rule 506(b), promulgated under the Securities Act of 1933, as amended (the "Securities Act"). No general solicitation or general advertising has been used in connection with the offering. All Investors purchasing shares of Series Seed Preferred Stock in the offering are "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act. The Company has taken all steps necessary or appropriate to comply with the applicable requirements of Regulation D, including, without limitation, the filing of Form D with the Securities and Exchange Commission and all required state blue sky notice filings.

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 Consent of the Board of Directors of Meridian Diagnostics, Inc. in Lieu of a Special Meeting (authorizing the Series Seed Preferred Stock financing, the issuance of Series Seed Preferred Stock, the execution and delivery of the Purchase Agreement and ancillary transaction documents, and related matters)

Exhibit D — Written Consent of Stockholders of Meridian Diagnostics, Inc. in Lieu of a Special Meeting (approving the Amended and Restated Certificate of Incorporation, the increase in shares reserved under the 2024 Equity Incentive Plan, and related matters)

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, and acting Secretary of the Company and that the signature set forth above is her true and genuine signature.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer & President

Date: February 9, 2026

[Exhibits A through D follow this page]

Name	Title	Signature
Dr. Priya Ramaswamy	Chief Executive Officer & President	_______
Dr. Julian Ochoa	Chief Technology Officer	_______
Nadia Chen	Secretary	_______
Name	Shares of Common Stock Held	Percentage of Outstanding Common Stock
Dr. Priya Ramaswamy	5,500,000	55.0%
Dr. Julian Ochoa	3,500,000	35.0%
Nadia Chen	600,000	6.0%
Total	9,600,000	96.0%

Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025
Matter No.: 1004-00001 Attorneys: Kevin Ostrowski (Responsible Partner); Rachel Bernstein (Billing Partner); Garrett Simmons (Lead Associate); Leila Nazari (Working Associate) Client: Cobalt Ventures LP / Cobalt Ventures Fund III, LP Transaction: Meridian Diagnostics, Inc. — Series Seed Preferred Stock Financing — $12,000,000
SECRETARY'S CERTIFICATE OF MERIDIAN DIAGNOSTICS, INC.
February 9, 2026
Delivered in connection with the Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026 (the "Purchase Agreement") among Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Investors attached thereto (the "Investors"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
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 principal office is located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Company was incorporated in the State of Delaware and is assigned Delaware Corporation File No. 7294531. The Company's Federal Employer Identification Number is 93-4127856.
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 bylaws, is qualified, and is acting in such capacity as of the date hereof. No officer of the Company has resigned, been removed, or otherwise ceased to serve in such capacity since his or her election or appointment, except as otherwise reflected herein.
No other persons hold officer positions with the Company as of the date hereof. Each of the foregoing officers is authorized to execute and deliver documents on behalf of the Company, within the scope of authority delegated to such officer by the Board of Directors of the Company and the resolutions described herein.
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
2.  Dr. Julian Ochoa — Common Stock Director
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 acting in such capacity as of the date hereof.
Pursuant to the terms of the Voting Agreement dated as of February 9, 2026, entered into in connection with the Purchase Agreement, the Board of Directors of the Company is to consist of five (5) directors, including two (2) Common Stock Directors, one (1) Series Seed Preferred Stock Director, and two (2) independent directors. The two independent director seats remain vacant as of the date hereof and are to be filled following the closing of the transactions contemplated by the Purchase Agreement by mutual agreement of the Common Stock Directors and the Series Seed Preferred Stock Director, in each case in accordance with the procedures and requirements set forth in the Voting Agreement.
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 the Delaware General Corporation Law and the Company's then-existing certificate of incorporation and bylaws, and has been duly filed with the Secretary of State of the State of Delaware on February 9, 2026. The A&R Certificate of Incorporation became effective upon such filing.
The A&R Certificate of Incorporation, among other things:
(a) Authorizes the issuance of shares of Series Seed Preferred Stock, par value $0.0001 per share, and sets forth the designation, number of shares, and terms thereof;
(b) Sets forth the rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock, including, without limitation: (i) a one times (1×) non-participating liquidation preference, (ii) broad-based weighted average anti-dilution protection, (iii) optional and automatic conversion rights, (iv) protective provisions requiring the consent of holders of a majority of the outstanding shares of Series Seed Preferred Stock (voting as a separate class) for certain corporate actions, and (v) voting rights on an as-converted basis together with the holders of Common Stock;
(c) Sets forth the authorized capital stock of the Company following the filing thereof, consisting of (i) 25,000,000 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 6,000,000 shares are designated as Series Seed Preferred Stock; and
(d) Reflects the increase in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (the "Plan") to 1,600,000 total shares, representing an increase of 1,200,000 shares from the prior authorization of 400,000 shares under the Plan as originally adopted.
I hereby certify that Exhibit A attached hereto is a true, correct, and complete copy of the A&R Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, and that no amendments, modifications, supplements, or restatements to the A&R Certificate of Incorporation have been adopted or filed since the date of such filing.
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 other things, the new board composition of five (5) directors, the establishment of a committee structure for the Board of Directors, and indemnification and advancement of expenses provisions for directors and officers of the Company consistent with the requirements of the Delaware General Corporation Law and the terms of the transaction documents entered into in connection with the Purchase Agreement.
I hereby certify that Exhibit B attached hereto is a true, correct, and complete copy of the A&R Bylaws of the Company, as currently in full force and effect, and that no amendment, modification, supplement, repeal, or rescission thereof has been made or adopted since the date of adoption.
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 General Corporation Law and the Company's certificate of incorporation and bylaws, and remain in full force and effect as of the date hereof, unamended, unmodified, unrescinded, and unsuperseded.
The Board Resolutions, as set forth in Exhibit C, authorize, approve, and/or ratify, among other things, the following matters:
(a) Authorization of Series Seed Preferred Stock Financing. The authorization and approval of the Company's Series Seed Preferred Stock financing, including the issuance and sale of up to 4,479,981 shares of Series Seed Preferred Stock at a price per share of $2.6786 (the "Original Issue Price"), for aggregate gross consideration of $12,000,000, to the Investors in accordance with the terms and conditions of the Purchase Agreement.
(b) Authorization of Transaction Documents. The authorization of the execution, delivery, and performance by the Company of the Purchase Agreement and all ancillary transaction documents entered into in connection therewith, including, without limitation, the following:
(i) the Investors' Rights Agreement, dated as of February 9, 2026, among the Company and the Investors;
(ii) the Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, among the Company, certain stockholders of the Company, and the Investors;
(iii) the Voting Agreement, dated as of February 9, 2026, among the Company, certain stockholders of the Company, and the Investors;
(iv) the Side Letter Agreement, dated as of February 9, 2026, between the Company and Cobalt Ventures Fund III, LP (the "Cobalt Side Letter");
(v) the Side Letter Agreement, dated as of February 9, 2026, between the Company and Pinewood Health Ventures, LLC (the "Pinewood Side Letter");
(vi) the Indemnification Agreement, dated as of February 9, 2026, between the Company and David Hargrove, in his capacity as director designee of Cobalt Ventures Fund III, LP;
(vii) the Escrow Agreement, dated as of February 9, 2026, among the Company, the Investors' representative, and Granite Trust Company, N.A., as escrow agent;
(viii) the Founder Stock Restriction Agreements, dated as of February 9, 2026, between the Company and each of Dr. Priya Ramaswamy and Dr. Julian Ochoa, respectively;
(ix) the form of Proprietary Information and Inventions Assignment Agreement for execution by key employees of the Company; and
(x) all other agreements, certificates, instruments, and documents contemplated by the Purchase Agreement and the foregoing ancillary agreements.
(c) Filing of Amended and Restated Certificate of Incorporation. The approval and authorization of the filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware, in the form attached as Exhibit A to this Certificate, and the authorization of the officers of the Company to execute and file such document with the Secretary of State.
(d) Adoption of Amended and Restated Bylaws. The adoption of the Amended and Restated Bylaws of the Company, in the form attached as Exhibit B to this Certificate, effective upon the filing of the A&R Certificate of Incorporation with the Delaware Secretary of State.
(e) 2024 Equity Incentive Plan — Share Reserve Increase. The approval and authorization of an increase of 1,200,000 shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan, from 400,000 shares to 1,600,000 total shares, subject to stockholder approval as required by applicable law, the Plan, and the listing requirements applicable to the Company.
(f) Conversion of Outstanding Convertible Promissory Notes. The authorization of the conversion of outstanding convertible promissory notes in the aggregate principal amount of $2,100,000, originally issued by the Company on September 12, 2023, held by:
(i) Dr. Margaret Liu, in the principal amount of $1,200,000; and
(ii) Clearwater Bridge Associates, LLC, in the principal amount of $900,000;
together with accrued and unpaid interest thereon in the aggregate amount of $253,750 (calculated through and including February 9, 2026), into approximately 1,098,362 shares of Series Seed Preferred Stock at an effective conversion price of $2.1429 per share, representing a discount of approximately twenty percent (20%) to the Original Issue Price, in accordance with the terms of such convertible promissory notes and as contemplated by the Purchase Agreement.
(g) Appointment of Series Seed Preferred Stock Director. The appointment of David Hargrove as a member of the Board of Directors of the Company, to serve as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP in accordance with the Voting Agreement, effective as of the closing of the transactions contemplated by the Purchase Agreement.
(h) Engagement of Transfer Agent. The authorization of the engagement of Ledgermark Transfer Services, Inc. as the Company's stock transfer agent and registrar, and the authorization of the officers of the Company to execute and deliver a transfer agent agreement with Ledgermark Transfer Services, Inc. on customary terms and conditions.
(i) Regulatory Filings. The authorization of the filing of a Form D (Notice of Exempt Offering of Securities) with the U.S. Securities and Exchange Commission, and all required state blue sky notice filings and applications for exemption in the states of California, Massachusetts, New York, and Texas, in connection with the offer and sale of the Series Seed Preferred Stock.
(j) General Authorization. The authorization of the officers of the Company, and each of them acting individually, to take all actions and to execute and deliver all agreements, certificates, instruments, and documents as may be necessary, appropriate, or desirable to effectuate the purposes and intent of the foregoing resolutions, with the execution and delivery of any such agreement, certificate, instrument, or document being conclusive evidence of such officer's authority.
I hereby further certify that the Board Resolutions attached hereto as Exhibit C were duly executed by Dr. Priya Ramaswamy and Dr. Julian Ochoa, as the sole members of the Board of Directors of the Company as of the date of such execution (prior to the appointment of David Hargrove as set forth above), and that such execution constituted the written consent of all members of the Board of Directors in accordance with Section 141(f) of the Delaware General Corporation Law.
I hereby certify that Exhibit C attached hereto is a true, correct, and complete copy of the Board Resolutions, and that such resolutions have not been amended, modified, rescinded, or superseded in any respect as of the date hereof.
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 Law and the Company's then-existing certificate of incorporation and bylaws to approve the matters set forth therein. The Stockholder Consent was adopted in accordance with Section 228 of the Delaware General Corporation Law and remains in full force and effect as of the date hereof, unamended, unmodified, unrescinded, and unsuperseded.
The Stockholder Consent approves, among other things, the following matters:
(a) The approval and adoption of the Amended and Restated Certificate of Incorporation of the Company, including, without limitation, the authorization of the Series Seed Preferred Stock and the establishment of the rights, preferences, privileges, and restrictions thereof;
(b) The approval of the increase in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, from 400,000 shares to 1,600,000 total shares; and
(c) The approval of all related and ancillary matters in connection with the Company's Series Seed Preferred Stock financing as contemplated by the Purchase Agreement.
The Stockholder Consent was duly executed by the following stockholders of the Company, holding the number of shares of Common Stock set forth opposite their respective names:
As of the date of the Stockholder Consent, 10,000,000 shares of Common Stock were issued and outstanding, constituting all of the outstanding capital stock of the Company entitled to vote thereon. The 9,600,000 shares represented by the signing stockholders constitute 96.0% of the outstanding shares of Common Stock, which exceeds the requisite majority required under the Delaware General Corporation Law and the Company's then-existing certificate of incorporation for the approval of the matters set forth in the Stockholder Consent.
I hereby certify that Exhibit D attached hereto is a true, correct, and complete copy of the Stockholder Consent, and that such consent has not been amended, modified, rescinded, or superseded in any respect as of the date hereof.
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 business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts, which is the jurisdiction in which the Company's principal office is located and in which the Company conducts its primary business operations.
To the knowledge of the undersigned Secretary, after reasonable inquiry, no proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or are threatened, whether by action of the Board of Directors, the stockholders, or any third party, and no such proceedings are contemplated.
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 the ancillary transaction documents.
(b) The Company's original Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 15, 2023, as amended and restated by the A&R Certificate of Incorporation described in Section IV above, has been the only charter document of the Company, and no other amendments, supplements, or restatements to the Company's certificate of incorporation are pending, proposed, or contemplated, except as may be expressly contemplated by the transaction documents.
(c) The certificates, documents, resolutions, and instruments attached hereto as Exhibits A, B, C, and D are true, correct, and complete copies of the originals thereof, and have not been amended, modified, supplemented, rescinded, or superseded as of the date hereof. All such originals are maintained in the corporate minute book and records of the Company.
(d) The governing law applicable to the Purchase Agreement and the ancillary transaction documents entered into in connection therewith is the law of the State of Delaware, except to the extent otherwise expressly provided therein.
(e) The shares of Series Seed Preferred Stock are being offered and sold by the Company pursuant to the exemption from registration provided by Regulation D, Rule 506(b), promulgated under the Securities Act of 1933, as amended (the "Securities Act"). No general solicitation or general advertising has been used in connection with the offering. All Investors purchasing shares of Series Seed Preferred Stock in the offering are "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act. The Company has taken all steps necessary or appropriate to comply with the applicable requirements of Regulation D, including, without limitation, the filing of Form D with the Securities and Exchange Commission and all required state blue sky notice filings.
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 Consent of the Board of Directors of Meridian Diagnostics, Inc. in Lieu of a Special Meeting (authorizing the Series Seed Preferred Stock financing, the issuance of Series Seed Preferred Stock, the execution and delivery of the Purchase Agreement and ancillary transaction documents, and related matters)
Exhibit D — Written Consent of Stockholders of Meridian Diagnostics, Inc. in Lieu of a Special Meeting (approving the Amended and Restated Certificate of Incorporation, the increase in shares reserved under the 2024 Equity Incentive Plan, and related matters)
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, and acting Secretary of the Company and that the signature set forth above is her true and genuine signature.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Date: February 9, 2026
[Exhibits A through D follow this page]
Name | Title | Signature
Dr. Priya Ramaswamy | Chief Executive Officer & President | _______
Dr. Julian Ochoa | Chief Technology Officer | _______
Nadia Chen | Secretary | _______
Name | Shares of Common Stock Held | Percentage of Outstanding Common Stock
Dr. Priya Ramaswamy | 5,500,000 | 55.0%
Dr. Julian Ochoa | 3,500,000 | 35.0%
Nadia Chen | 600,000 | 6.0%
Total | 9,600,000 | 96.0%

Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025

SECRETARY'S CERTIFICATE OF MERIDIAN DIAGNOSTICS, INC.

MERIDIAN DIAGNOSTICS, INC.

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