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AMENDED AND RESTATED BYLAWS

MERIDIAN DIAGNOSTICS, INC.

(a Delaware Corporation)

These Amended and Restated Bylaws (these "Bylaws") of Meridian Diagnostics, Inc., a Delaware corporation (the "Corporation"), are adopted effective as of February 9, 2026, in connection with the Corporation's Series Seed Preferred Stock financing, and supersede and replace in their entirety all prior bylaws of the Corporation.

These Bylaws are adopted in connection with, and give effect to, the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on February 9, 2026 (the "Certificate of Incorporation"). These Bylaws are attached as an exhibit to the Secretary's Certificate of the Corporation dated February 9, 2026.

The principal office of the Corporation is located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Corporation is incorporated under the laws of the State of Delaware, and except as otherwise provided herein, the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended from time to time (the "DGCL"), shall govern the affairs of the Corporation.

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ARTICLE I — OFFICES

Section 1.1 — Registered Office.

The registered office of the Corporation in the State of Delaware shall be located at c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, DE 19901, and the registered agent of the Corporation at such address shall be Incorporations Ltd. The registered office and registered agent of the Corporation may be changed from time to time by resolution of the Board of Directors (the "Board") in accordance with the applicable provisions of the DGCL.

Section 1.2 — Principal Office.

The principal office of the Corporation shall be located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Board may change the location of the principal office of the Corporation at any time by resolution duly adopted by the Board.

Section 1.3 — Other Offices.

The Corporation may establish and maintain other offices at such places, either within or outside the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require. The establishment of any such office shall not be deemed to change the principal office or registered office of the Corporation unless expressly so designated by the Board.

ARTICLE II — STOCKHOLDERS

Section 2.1 — Place of Meetings.

Meetings of stockholders of the Corporation may be held at any place, within or outside the State of Delaware, as may be designated from time to time by the Board. In the absence of any such designation, meetings of stockholders shall be held at the principal office of the Corporation. The Board may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication, in the manner authorized by Section 211(a)(2) of the DGCL, or any successor provision thereto. If the Board authorizes a meeting to be held by means of remote communication, the notice of the meeting shall set forth the information required to access the meeting, and any stockholder participating by such remote communication shall be deemed present in person and entitled to vote at such meeting.

Section 2.2 — Annual Meeting.

An annual meeting of stockholders shall be held for the election of directors and the transaction of such other business as may properly come before the meeting. The date, time, and place (if any) of each annual meeting of stockholders shall be designated by the Board. At each annual meeting, the stockholders entitled to vote thereat shall elect directors to serve on the Board in accordance with Section 3.2 of these Bylaws and the Certificate of Incorporation, and shall transact such other business as may properly be brought before the meeting. Only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting: (a) by or at the direction of the Board, or (b) by any stockholder of record of the Corporation who is entitled to vote at the meeting and who complies with the notice procedures set forth in these Bylaws. The chairperson of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was properly brought in accordance with the provisions of these Bylaws and, if any proposed business is not in compliance with these Bylaws, to declare that such proposed business shall not be transacted.

Section 2.3 — Special Meetings.

Special meetings of stockholders may be called at any time by the Board, the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, or the President. Special meetings of stockholders shall also be called by the Secretary at the request of the holders of shares of capital stock of the Corporation entitled to cast not less than a majority of the votes at such meeting, subject to any limitations set forth in the Certificate of Incorporation. If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by electronic transmission to the Secretary of the Corporation. The Board shall determine the time and place of such special meeting, which shall be held not less than ten (10) nor more than sixty (60) days after receipt of the request. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.

Section 2.4 — Notice of Meetings.

Written notice of each meeting of stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at such meeting. Such notice shall state the date, time, and place (if any) of the meeting, the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at such meeting, as of the record date for determining the stockholders entitled to notice of the meeting. Notice may be delivered personally, by mail, or by electronic transmission in accordance with Section 232 of the DGCL. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.

A stockholder's attendance at a meeting shall constitute a waiver of notice of such meeting, except where the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signed by the person or persons entitled to such notice, whether before, at, or after the time stated therein, or a waiver by electronic transmission by the person entitled to notice, shall also be deemed equivalent to notice.

Section 2.5 — Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board. The record date for any meeting of stockholders shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.

If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.

For purposes of determining the stockholders entitled to consent to corporate action in writing without a meeting, if no record date has been fixed by the Board, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board adopts the resolution taking such prior action.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and must fix a new record date if the meeting is adjourned to a date more than thirty (30) days after the date fixed for the original meeting.

Section 2.6 — Quorum.

The holders of a majority of the voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, except as otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws. If a quorum is not present at any meeting of the stockholders, the chairperson of the meeting, or the holders of a majority of the voting power of the shares present in person or represented by proxy at such meeting, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7 — Voting.

Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter in question, unless otherwise provided in the Certificate of Incorporation. Without limiting the foregoing, the voting rights of the holders of shares of Series Seed Preferred Stock shall be as set forth in the Certificate of Incorporation, including, without limitation, the right to vote together with the holders of Common Stock on an as-converted basis on all matters submitted to a vote of the stockholders, and the protective provisions set forth therein requiring the affirmative consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock for specified actions.

In all elections of directors, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. All other matters brought before a meeting of stockholders shall be decided by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter, unless the Certificate of Incorporation, these Bylaws, the DGCL, or any applicable law or regulation requires a different vote, in which case such provision shall govern and control.

Voting at meetings of stockholders may be by voice vote or by ballot. The chairperson of any meeting of stockholders may direct that the election of directors shall be by written ballot.

Section 2.8 — Proxies.

Every person entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Every proxy must be signed by the stockholder or by such stockholder's attorney-in-fact and filed with the Secretary of the Corporation before or at the time of the meeting. A proxy may also be authorized by a transmission permitted by Section 212(c) of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power of attorney. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

Section 2.9 — Action Without a Meeting.

Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. A consent may be provided by electronic transmission in the manner permitted by the DGCL.

Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given, in accordance with Section 228(e) of the DGCL, to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

For the avoidance of doubt, the Written Consent of Stockholders dated February 9, 2026, approving the Amended and Restated Certificate of Incorporation and the increase in shares reserved under the Corporation's 2024 Equity Incentive Plan (as more fully described in Section 4.3 hereof), signed by Dr. Priya Ramaswamy (5,500,000 shares of Common Stock), Dr. Julian Ochoa (3,500,000 shares of Common Stock), and Nadia Chen (600,000 shares of Common Stock), representing approximately ninety-six percent (96%) of the outstanding shares of Common Stock of the Corporation, constitutes a valid example of action by written consent of stockholders under this Section 2.9 and applicable provisions of the DGCL.

Section 2.10 — Stockholder List.

The Secretary of the Corporation shall prepare and make, or cause to be prepared and made, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours at the principal place of business of the Corporation. The Corporation's transfer agent and registrar is Ledgermark Transfer Services, Inc., 800 North King Street, Suite 302, Wilmington, DE 19801, which maintains the stock ledger and share registry of the Corporation. Nothing in this Section 2.10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list.

Section 2.11 — Inspectors of Election.

Before or at any meeting of stockholders, the Board may appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If no inspector of election is so appointed, the chairperson of the meeting may, and upon the request of any stockholder entitled to vote shall, appoint one or more inspectors. In the event that any inspector previously appointed fails to appear or act, a substitute may be appointed by the chairperson of the meeting. Each inspector of election, before entering upon the discharge of the duties of inspector, shall take and sign an oath to faithfully execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector's ability. The inspectors of election shall: (a) determine the number of shares of stock outstanding and the voting power of each; (b) determine the shares of stock represented at the meeting; (c) determine the existence of a quorum; (d) determine the validity and effect of all proxies and ballots; (e) count all votes and ballots; (f) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (g) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders of the Corporation.

Section 3.2 — Number, Election, and Term.

The authorized number of directors of the Corporation shall be five (5). The composition of the Board shall be as set forth in the Voting Agreement dated February 9, 2026, among the Corporation, the holders of Common Stock, and the holders of Series Seed Preferred Stock (the "Voting Agreement"), as follows:

(a) Two (2) directors designated by the holders of a majority of the outstanding shares of Common Stock (the "Common Directors"). The initial Common Directors shall be Dr. Priya Ramaswamy and Dr. Julian Ochoa.

(b) One (1) director designated by the holders of a majority of the outstanding shares of Series Seed Preferred Stock (the "Series Seed Director"). The initial Series Seed Director shall be David Hargrove, designated by Cobalt Ventures Fund III, LP.

(c) Two (2) independent directors mutually agreed upon by the holders of a majority of the outstanding shares of Common Stock and the holders of a majority of the outstanding shares of Series Seed Preferred Stock (the "Independent Directors"). The initial Independent Directors shall be designated by mutual agreement of the foregoing parties in accordance with the Voting Agreement.

The number of directors constituting the Board may only be changed by amendment to these Bylaws approved by the Board, subject to any required consent of the holders of Series Seed Preferred Stock under the protective provisions of the Certificate of Incorporation.

Each director shall hold office until the next annual meeting of stockholders of the Corporation and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal in accordance with these Bylaws.

Section 3.3 — Vacancies.

Vacancies on the Board, whether caused by resignation, death, removal, increase in the number of authorized directors, or otherwise, shall be filled in accordance with the Certificate of Incorporation and the Voting Agreement, as follows:

(a) Vacancies in the Common Director seats shall be filled by the holders of a majority of the outstanding shares of Common Stock.

(b) A vacancy in the Series Seed Director seat shall be filled by the holders of a majority of the outstanding shares of Series Seed Preferred Stock.

(c) Vacancies in the Independent Director seats shall be filled by mutual agreement of the holders of a majority of the outstanding shares of Common Stock and the holders of a majority of the outstanding shares of Series Seed Preferred Stock.

A director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal.

Section 3.4 — Resignation.

Any director may resign at any time by delivering notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective upon delivery thereof, unless the notice specifies a later effective date or an effective date determined upon the happening of an event, in each case in accordance with Section 141(b) of the DGCL. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If a resignation is effective at a future time or upon the happening of an event, a successor may be elected to take office when the resignation becomes effective, and such successor shall take office at such time.

Section 3.5 — Removal.

Any director may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, subject at all times to the terms and conditions of the Voting Agreement and the Certificate of Incorporation. If less than the entire Board is to be removed, no individual director may be removed if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board (or, if there are classes of directors, at an election of the class of directors of which such director is a member), to the extent cumulative voting is applicable under the Certificate of Incorporation or the DGCL. Notwithstanding the foregoing, the removal of any Common Director, Series Seed Director, or Independent Director shall be subject to the applicable designation rights set forth in the Voting Agreement.

Section 3.6 — Regular Meetings.

Regular meetings of the Board may be held at such times and at such places as shall be determined from time to time by the Board. No notice shall be required for any regular meeting of the Board, provided that the date, time, and place (if any) of such regular meetings have been previously fixed by the Board or communicated to all directors.

Section 3.7 — Special Meetings.

Special meetings of the Board may be called at any time by the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, the President, or any two (2) directors. Notice of any special meeting of the Board shall be given to each director at least forty-eight (48) hours before the meeting if such notice is delivered personally, by telephone, or by electronic transmission, or at least five (5) calendar days before the meeting if such notice is delivered by United States mail. The notice of a special meeting need not specify the business to be transacted at, or the purpose of, such meeting.

Section 3.8 — Place of Meetings; Meetings by Telephone.

Meetings of the Board may be held at any place within or outside the State of Delaware. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.8 shall constitute presence in person at such meeting.

Section 3.9 — Quorum and Voting.

A majority of the total number of authorized directors shall constitute a quorum for the transaction of business at any meeting of the Board. As of the date of adoption of these Bylaws, a quorum of the Board shall consist of three (3) out of five (5) directors. If a quorum is not present at any meeting of the Board, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of the Board shall require the affirmative vote of a majority of the directors present at a meeting at which a quorum is present, unless the Certificate of Incorporation or these Bylaws require a greater number. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10 — Action Without a Meeting.

Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote at a duly called meeting and may be stated as such in any document.

For the avoidance of doubt, the Written Consent of the Board of Directors dated February 9, 2026, authorizing, among other things, the Series Seed Preferred Stock financing, the issuance of shares of Series Seed Preferred Stock, the filing of the Amended and Restated Certificate of Incorporation, the adoption of these Amended and Restated Bylaws, and the execution and delivery of the Transaction Agreements (as defined in the Series Seed Preferred Stock Purchase Agreement), was adopted in accordance with this Section 3.10 and applicable provisions of the DGCL.

Section 3.11 — Board Observers.

The Corporation shall permit board observers to attend meetings of the Board as provided in any side letter agreement or other agreement between the Corporation and any stockholder or investor of the Corporation. Cobalt Ventures Fund III, LP has the right to designate one (1) additional board observer (the "Cobalt Observer") pursuant to the Side Letter Agreement between the Corporation and Cobalt Ventures Fund III, LP, dated February 9, 2026 (the "Cobalt Side Letter").

The Cobalt Observer shall be entitled to attend all meetings of the Board in a non-voting, observer capacity, and to receive copies of all notices, minutes, consents, and other materials that the Corporation provides to the members of the Board at the same time as such materials are provided to the directors. Notwithstanding the foregoing, the Corporation may exclude the Cobalt Observer (or any other board observer designated pursuant to an agreement described in this Section 3.11) from executive sessions of the Board or from any portion of any meeting of the Board where attendance by such observer would, in the reasonable judgment of the Corporation's legal counsel: (a) result in a waiver of attorney-client privilege between the Corporation and its counsel; (b) constitute or give rise to a conflict of interest; or (c) otherwise be inappropriate under the circumstances. The presence or absence of a board observer at any meeting of the Board shall not affect the existence of a quorum or the validity of any action taken at such meeting.

Section 3.12 — Compensation of Directors.

Unless otherwise restricted by the Certificate of Incorporation, the Board shall have the authority to fix the compensation of directors for their services as members of the Board and may provide for payment of a fixed sum and/or expenses of attendance, if any, for attendance at each regular or special meeting of the Board or any committee thereof. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation for attending committee meetings.

Section 3.13 — Interested Directors.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:

(a) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified, by the Board, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction. Notwithstanding the foregoing, the protective provisions set forth in the Certificate of Incorporation require the affirmative consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock prior to the Corporation's entering into any related-party transaction (i.e., any transaction with a director, officer, or holder of more than five percent (5%) of the Corporation's capital stock, or any entity affiliated with such person) in which the aggregate amount involved exceeds One Hundred Thousand Dollars ($100,000).

ARTICLE IV — COMMITTEES OF THE BOARD

Section 4.1 — Establishment of Committees.

The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, by resolution adopted by a majority of the entire Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, subject to the limitations set forth in Section 141(c)(2) of the DGCL. Without limiting the generality of the foregoing, no committee shall have the power or authority to:

(a) Approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval;

(b) Fill vacancies on the Board or on any committee thereof;

(d) Adopt, amend, or repeal these Bylaws; or

(e) Approve any merger or consolidation, or any sale, lease, or exchange of all or substantially all of the property and assets of the Corporation, which does not require stockholder approval under the DGCL.

Section 4.2 — Audit Committee.

The Board may establish an Audit Committee consisting of at least one (1) Independent Director. The Audit Committee shall be responsible for the oversight of the Corporation's financial reporting processes, the engagement and oversight of the Corporation's independent auditors (currently Graystone & Pallister CPAs, LLP, with Robert Milligan serving as the engagement partner), and the review of the Corporation's internal controls over financial reporting and disclosure controls and procedures. The Audit Committee shall adopt a charter, approved by the Board, setting forth the committee's purpose, composition, responsibilities, and procedures.

Section 4.3 — Compensation Committee.

The Board may establish a Compensation Committee consisting of one or more directors. The Compensation Committee shall be responsible for the administration of the Corporation's 2024 Equity Incentive Plan (originally adopted by the Board on March 1, 2024, and subsequently amended to authorize a total of 1,600,000 shares of Common Stock for issuance thereunder, reflecting a 1,200,000-share increase approved in connection with the Series Seed financing), the oversight of the Corporation's compensation policies and practices for executive officers, and such other duties and responsibilities as may be delegated to it by the Board. The Compensation Committee shall adopt a charter, approved by the Board, setting forth the committee's purpose, composition, responsibilities, and procedures.

Section 4.4 — Other Committees.

The Board may from time to time establish such other committees as it deems necessary or appropriate for the conduct of the business and affairs of the Corporation.

Section 4.5 — Committee Rules.

Each committee of the Board may adopt rules and procedures for its governance not inconsistent with these Bylaws or any resolution of the Board establishing such committee. Unless otherwise provided in the resolution of the Board designating the committee or in the rules adopted by the committee, a majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee, and the act of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. Members of any committee may participate in meetings by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of a committee may be taken without a meeting if all members of the committee consent thereto in writing or by electronic transmission, in the same manner as provided for the Board in Section 3.10 of these Bylaws.

ARTICLE V — OFFICERS

Section 5.1 — Designation of Officers.

The officers of the Corporation shall include a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer (or Treasurer). The Board may also appoint one or more Vice Presidents, a Chief Technology Officer, a Chief Operating Officer, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board may from time to time determine to be necessary or desirable. Any number of offices may be held by the same person, except that no person shall simultaneously hold the offices of Chief Executive Officer and Secretary.

Section 5.2 — Election and Term.

Officers of the Corporation shall be elected by the Board. Each officer shall hold office until such officer's successor is duly elected and qualified, or until such officer's earlier death, resignation, or removal. A vacancy in any office may be filled by the Board at any regular or special meeting. The current officers of the Corporation as of February 9, 2026, are as follows:

The incumbency of each officer shall be confirmed in the Secretary's Certificate of the Corporation dated February 9, 2026.

Section 5.3 — Removal.

Any officer may be removed at any time, with or without cause, by the Board. Such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contractual rights in favor of such officer.

Section 5.4 — Resignation.

Any officer may resign at any time by giving written notice of resignation to the Board, the Chairperson of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall be effective upon receipt of the notice or at such later time as may be specified in the notice. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5 — Chief Executive Officer.

The Chief Executive Officer shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of a Chairperson of the Board (or if a Chairperson of the Board has not been designated), at all meetings of the Board. The Chief Executive Officer shall have the general powers and duties of management usually vested in the office of the chief executive officer of a corporation, together with such other powers and duties as may be prescribed by the Board from time to time. Without limiting the generality of the foregoing, the Chief Executive Officer shall have the authority to execute bonds, mortgages, contracts, and other instruments on behalf of the Corporation, except where required or permitted by the DGCL to be otherwise executed, and except where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. Notwithstanding the foregoing, the authority of the Chief Executive Officer to execute instruments and approve expenditures shall be subject to any expenditure consent rights granted to investors in connection with the Corporation's financings, including, without limitation, the consent right of Cobalt Ventures Fund III, LP over any single capital or operating expenditure exceeding Two Hundred Thousand Dollars ($200,000), as set forth in the Cobalt Side Letter dated February 9, 2026.

Section 5.6 — President.

The President shall perform the duties of the Chief Executive Officer in the absence or inability to act of the Chief Executive Officer, unless the Board shall otherwise provide. The President shall perform such other duties and have such other powers as the Board or the Chief Executive Officer may from time to time prescribe. As of the date of adoption of these Bylaws, Dr. Priya Ramaswamy holds both the title of Chief Executive Officer and President.

Section 5.7 — Vice Presidents.

Each Vice President shall perform such duties and have such powers as the Board, the Chief Executive Officer, or the President may from time to time prescribe. In the absence or disability of the Chief Executive Officer and the President, the Vice Presidents, in order of their seniority or as otherwise determined by the Board, shall perform the duties and exercise the powers of the Chief Executive Officer and President. As of the date of adoption of these Bylaws, Nadia Chen serves as Vice President of Operations.

Section 5.8 — Secretary.

The Secretary shall attend all meetings of the Board and all meetings of the stockholders and shall record or cause to be recorded the proceedings thereof in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and all special meetings of the Board. The Secretary shall be the custodian of the corporate records and of the corporate seal (if any) and shall see that the corporate seal (if any) is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized. The Secretary shall maintain or oversee the maintenance of the stock ledger and the stockholder list of the Corporation, either directly or through the Corporation's transfer agent, Ledgermark Transfer Services, Inc. The Secretary shall have the power to authenticate records of the Corporation and shall perform such other duties as may be prescribed by the Board, the Chief Executive Officer, or the President from time to time.

Section 5.9 — Chief Financial Officer / Treasurer.

The Chief Financial Officer (or Treasurer) shall have the custody and control of the corporate funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board, at their regular meetings, or when the Board so requires, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation. The Chief Financial Officer shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer from time to time.

Section 5.10 — Chief Technology Officer.

The Chief Technology Officer shall oversee all technology research and development activities of the Corporation and shall report directly to the Chief Executive Officer. The Chief Technology Officer shall have such powers and perform such duties as may be assigned from time to time by the Board or the Chief Executive Officer. As of the date of adoption of these Bylaws, Dr. Julian Ochoa serves as Chief Technology Officer.

ARTICLE VI — STOCK

Section 6.1 — Stock Certificates; Uncertificated Shares.

Shares of stock of the Corporation may be represented by certificates or may be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of stock, or a combination of both, as determined by the Board. If shares are represented by certificates, each certificate shall state on its face the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the person to whom the certificate is issued, and the number and class (and the designation of the series, if any) of the shares represented thereby. Certificates shall be signed by, or in the name of, the Corporation by the Chairperson of the Board, the President, or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. The Corporation's transfer agent and registrar is Ledgermark Transfer Services, Inc., 800 North King Street, Suite 302, Wilmington, DE 19801.

Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by Section 151(f), Section 202(a), or Section 218(a) of the DGCL or any other applicable provision of law.

Section 6.2 — Transfers of Stock.

Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's attorney thereunto duly authorized and upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer. In the case of uncertificated shares, transfers shall be made upon proper instructions from the holder of record or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment, or authority to transfer.

All transfers of shares shall be subject to any restrictions on transfer set forth in the Certificate of Incorporation, these Bylaws, and any agreements to which the stockholder is a party, including, without limitation: (a) the Investors' Rights Agreement dated February 9, 2026; (b) the Right of First Refusal and Co-Sale Agreement dated February 9, 2026; (c) any applicable Founder Stock Restriction Agreement between the Corporation and any founder; and (d) any other agreement restricting the transfer of shares of the Corporation's stock. The Corporation shall not be required to register the transfer of any share if such transfer would violate any such restriction.

Section 6.3 — Lost, Stolen, or Destroyed Certificates.

The Corporation may issue a new certificate of stock, or uncertificated shares in place of a certificate, in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or the owner's legal representative, to provide the Corporation with a bond or other adequate security in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed, or the issuance of such new certificate or uncertificated shares.

Section 6.4 — Record Holders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends, to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DGCL.

Section 6.5 — Legends.

The Board may direct that certificates representing shares of stock (or notices relating to uncertificated shares) bear such legends as the Board considers appropriate to reference restrictions on transfer and other matters, including, without limitation:

(a) Securities Act Legend. A legend referencing the fact that the shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued pursuant to an exemption from registration under Regulation D, Rule 506(b), and that such shares are "restricted securities" as defined in Rule 144 under the Securities Act and may not be sold, transferred, or otherwise disposed of absent registration under the Securities Act or an available exemption therefrom.

(b) Right of First Refusal and Co-Sale Agreement Legend. A legend referencing the restrictions on transfer imposed by the Right of First Refusal and Co-Sale Agreement dated February 9, 2026.

(c) Founder Stock Restriction Agreement Legend. A legend referencing the restrictions on transfer and the reverse vesting provisions applicable to shares held by Dr. Priya Ramaswamy and Dr. Julian Ochoa pursuant to their respective Founder Stock Restriction Agreements with the Corporation.

(d) Other Legends. Such other legends as may be required by applicable state or federal securities laws, or as the Board may determine to be necessary or appropriate in connection with any other agreements or restrictions applicable to the shares.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 — Right to Indemnification.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it currently exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted prior to such amendment), any person (an "Indemnitee") who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. Such indemnification shall include the right to be indemnified against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding.

Without limiting the generality of the foregoing, the Corporation has entered into an Indemnification Agreement with David Hargrove, the Series Seed Preferred director designee of Cobalt Ventures Fund III, LP, dated February 9, 2026 (the "Hargrove Indemnification Agreement"), which provides for additional contractual indemnification rights consistent with this Article VII. The Corporation may enter into similar Indemnification Agreements with other directors and officers of the Corporation.

Section 7.2 — Advancement of Expenses.

The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnitee who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that such Advancement of Expenses shall be made only upon receipt of an undertaking (an "Undertaking") by or on behalf of the Indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VII or otherwise. The Corporation may, by resolution of the Board, extend the right of Advancement of Expenses to employees and agents of the Corporation.

Section 7.3 — Indemnification of Employees and Agents.

The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and Advancement of Expenses to employees and agents of the Corporation with the same scope and effect as the indemnification and Advancement of Expenses provided to directors and officers of the Corporation under Sections 7.1 and 7.2 of these Bylaws.

Section 7.4 — Non-Exclusivity of Rights.

The rights to indemnification and Advancement of Expenses conferred by this Article VII shall not be exclusive of any other rights to which any Indemnitee may be entitled under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement (including, without limitation, the Hargrove Indemnification Agreement), vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual indemnification agreements with any or all of its directors, officers, employees, and agents, and to take such other measures as the Board may determine to be necessary or desirable to carry out the purposes and intent of this Article VII.

Section 7.5 — Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

Section 7.6 — Survival.

The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VII shall continue as to an Indemnitee who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnitee.

Section 7.7 — Limitation on Indemnification.

Notwithstanding anything contained in this Article VII to the contrary, except for Proceedings to enforce rights to indemnification or Advancement of Expenses, the Corporation shall not be obligated to indemnify any Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee unless such Proceeding (or part thereof) was authorized by the Board. In addition, no indemnification shall be provided to any Indemnitee if the Corporation is prohibited from paying such indemnification under the DGCL as then in effect.

Section 7.8 — Elimination of Liability of Directors.

To the fullest extent permitted by Section 102(b)(7) of the DGCL, as it currently exists or as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, nothing in this Section 7.8 shall eliminate or limit the liability of a director:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, stock purchases, or redemptions); or

(iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended after the adoption of these Bylaws to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal, or modification of this Section 7.8 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or modification.

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Dividends.

Subject to the Certificate of Incorporation and the provisions of the DGCL, dividends upon the capital stock of the Corporation may be declared by the Board at any regular or special meeting of the Board and may be paid in cash, in property, or in shares of the Corporation's capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for any other purpose that the Board shall think conducive to the interest of the Corporation. The declaration and payment of dividends on the Common Stock or the Series Seed Preferred Stock shall be subject to the protective provisions set forth in the Certificate of Incorporation, which require the affirmative consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock prior to the declaration or payment of any dividend or distribution on any shares of Common Stock or any other class or series of capital stock of the Corporation.

Section 8.2 — Reserves.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose, including, without limitation, for equalizing dividends, for repairing or maintaining any property of the Corporation, or for meeting contingencies. The Board may modify or abolish any such reserve in the manner in which it was created.

Section 8.3 — Fiscal Year.

The fiscal year of the Corporation shall be the calendar year, beginning on January 1 and ending on December 31 of each year, unless otherwise determined by the Board.

Section 8.4 — Corporate Seal.

The Corporation may, but shall not be required to, have a corporate seal, which shall be in such form as shall be approved from time to time by the Board. The Corporation may conduct its business without a corporate seal. The absence of the corporate seal from any instrument executed on behalf of the Corporation shall not affect the validity or enforceability of such instrument.

Section 8.5 — Checks, Drafts, and Notes.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. All such instruments shall be subject to any single-expenditure consent rights granted to investors of the Corporation pursuant to side letter agreements or other agreements with the Corporation, including, without limitation, the consent right of Cobalt Ventures Fund III, LP set forth in the Cobalt Side Letter.

Section 8.6 — Contracts and Other Instruments.

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. No officer, agent, or employee of the Corporation shall have any power or authority to bind the Corporation by any contract

AMENDED AND RESTATED BYLAWS
OF
MERIDIAN DIAGNOSTICS, INC.
(a Delaware Corporation)
These Amended and Restated Bylaws (these "Bylaws") of Meridian Diagnostics, Inc., a Delaware corporation (the "Corporation"), are adopted effective as of February 9, 2026, in connection with the Corporation's Series Seed Preferred Stock financing, and supersede and replace in their entirety all prior bylaws of the Corporation.
These Bylaws are adopted in connection with, and give effect to, the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on February 9, 2026 (the "Certificate of Incorporation"). These Bylaws are attached as an exhibit to the Secretary's Certificate of the Corporation dated February 9, 2026.
The principal office of the Corporation is located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Corporation is incorporated under the laws of the State of Delaware, and except as otherwise provided herein, the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended from time to time (the "DGCL"), shall govern the affairs of the Corporation.
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ARTICLE I — OFFICES
Section 1.1 — Registered Office.
The registered office of the Corporation in the State of Delaware shall be located at c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, DE 19901, and the registered agent of the Corporation at such address shall be Incorporations Ltd. The registered office and registered agent of the Corporation may be changed from time to time by resolution of the Board of Directors (the "Board") in accordance with the applicable provisions of the DGCL.
Section 1.2 — Principal Office.
The principal office of the Corporation shall be located at 225 Binney Street, Suite 400, Cambridge, MA 02142. The Board may change the location of the principal office of the Corporation at any time by resolution duly adopted by the Board.
Section 1.3 — Other Offices.
The Corporation may establish and maintain other offices at such places, either within or outside the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require. The establishment of any such office shall not be deemed to change the principal office or registered office of the Corporation unless expressly so designated by the Board.
ARTICLE II — STOCKHOLDERS
Section 2.1 — Place of Meetings.
Meetings of stockholders of the Corporation may be held at any place, within or outside the State of Delaware, as may be designated from time to time by the Board. In the absence of any such designation, meetings of stockholders shall be held at the principal office of the Corporation. The Board may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication, in the manner authorized by Section 211(a)(2) of the DGCL, or any successor provision thereto. If the Board authorizes a meeting to be held by means of remote communication, the notice of the meeting shall set forth the information required to access the meeting, and any stockholder participating by such remote communication shall be deemed present in person and entitled to vote at such meeting.
Section 2.2 — Annual Meeting.
An annual meeting of stockholders shall be held for the election of directors and the transaction of such other business as may properly come before the meeting. The date, time, and place (if any) of each annual meeting of stockholders shall be designated by the Board. At each annual meeting, the stockholders entitled to vote thereat shall elect directors to serve on the Board in accordance with Section 3.2 of these Bylaws and the Certificate of Incorporation, and shall transact such other business as may properly be brought before the meeting. Only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting: (a) by or at the direction of the Board, or (b) by any stockholder of record of the Corporation who is entitled to vote at the meeting and who complies with the notice procedures set forth in these Bylaws. The chairperson of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was properly brought in accordance with the provisions of these Bylaws and, if any proposed business is not in compliance with these Bylaws, to declare that such proposed business shall not be transacted.
Section 2.3 — Special Meetings.
Special meetings of stockholders may be called at any time by the Board, the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, or the President. Special meetings of stockholders shall also be called by the Secretary at the request of the holders of shares of capital stock of the Corporation entitled to cast not less than a majority of the votes at such meeting, subject to any limitations set forth in the Certificate of Incorporation. If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by electronic transmission to the Secretary of the Corporation. The Board shall determine the time and place of such special meeting, which shall be held not less than ten (10) nor more than sixty (60) days after receipt of the request. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.
Section 2.4 — Notice of Meetings.
Written notice of each meeting of stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at such meeting. Such notice shall state the date, time, and place (if any) of the meeting, the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at such meeting, as of the record date for determining the stockholders entitled to notice of the meeting. Notice may be delivered personally, by mail, or by electronic transmission in accordance with Section 232 of the DGCL. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.
A stockholder's attendance at a meeting shall constitute a waiver of notice of such meeting, except where the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signed by the person or persons entitled to such notice, whether before, at, or after the time stated therein, or a waiver by electronic transmission by the person entitled to notice, shall also be deemed equivalent to notice.
Section 2.5 — Record Date.
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board. The record date for any meeting of stockholders shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.
If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.
For purposes of determining the stockholders entitled to consent to corporate action in writing without a meeting, if no record date has been fixed by the Board, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board adopts the resolution taking such prior action.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and must fix a new record date if the meeting is adjourned to a date more than thirty (30) days after the date fixed for the original meeting.
Section 2.6 — Quorum.
The holders of a majority of the voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, except as otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws. If a quorum is not present at any meeting of the stockholders, the chairperson of the meeting, or the holders of a majority of the voting power of the shares present in person or represented by proxy at such meeting, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Section 2.7 — Voting.
Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter in question, unless otherwise provided in the Certificate of Incorporation. Without limiting the foregoing, the voting rights of the holders of shares of Series Seed Preferred Stock shall be as set forth in the Certificate of Incorporation, including, without limitation, the right to vote together with the holders of Common Stock on an as-converted basis on all matters submitted to a vote of the stockholders, and the protective provisions set forth therein requiring the affirmative consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock for specified actions.
In all elections of directors, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. All other matters brought before a meeting of stockholders shall be decided by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter, unless the Certificate of Incorporation, these Bylaws, the DGCL, or any applicable law or regulation requires a different vote, in which case such provision shall govern and control.
Voting at meetings of stockholders may be by voice vote or by ballot. The chairperson of any meeting of stockholders may direct that the election of directors shall be by written ballot.
Section 2.8 — Proxies.
Every person entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Every proxy must be signed by the stockholder or by such stockholder's attorney-in-fact and filed with the Secretary of the Corporation before or at the time of the meeting. A proxy may also be authorized by a transmission permitted by Section 212(c) of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power of attorney. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.
Section 2.9 — Action Without a Meeting.
Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. A consent may be provided by electronic transmission in the manner permitted by the DGCL.
Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given, in accordance with Section 228(e) of the DGCL, to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
For the avoidance of doubt, the Written Consent of Stockholders dated February 9, 2026, approving the Amended and Restated Certificate of Incorporation and the increase in shares reserved under the Corporation's 2024 Equity Incentive Plan (as more fully described in Section 4.3 hereof), signed by Dr. Priya Ramaswamy (5,500,000 shares of Common Stock), Dr. Julian Ochoa (3,500,000 shares of Common Stock), and Nadia Chen (600,000 shares of Common Stock), representing approximately ninety-six percent (96%) of the outstanding shares of Common Stock of the Corporation, constitutes a valid example of action by written consent of stockholders under this Section 2.9 and applicable provisions of the DGCL.
Section 2.10 — Stockholder List.
The Secretary of the Corporation shall prepare and make, or cause to be prepared and made, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours at the principal place of business of the Corporation. The Corporation's transfer agent and registrar is Ledgermark Transfer Services, Inc., 800 North King Street, Suite 302, Wilmington, DE 19801, which maintains the stock ledger and share registry of the Corporation. Nothing in this Section 2.10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list.
Section 2.11 — Inspectors of Election.
Before or at any meeting of stockholders, the Board may appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If no inspector of election is so appointed, the chairperson of the meeting may, and upon the request of any stockholder entitled to vote shall, appoint one or more inspectors. In the event that any inspector previously appointed fails to appear or act, a substitute may be appointed by the chairperson of the meeting. Each inspector of election, before entering upon the discharge of the duties of inspector, shall take and sign an oath to faithfully execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector's ability. The inspectors of election shall: (a) determine the number of shares of stock outstanding and the voting power of each; (b) determine the shares of stock represented at the meeting; (c) determine the existence of a quorum; (d) determine the validity and effect of all proxies and ballots; (e) count all votes and ballots; (f) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (g) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.
ARTICLE III — BOARD OF DIRECTORS
Section 3.1 — General Powers.
The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders of the Corporation.
Section 3.2 — Number, Election, and Term.
The authorized number of directors of the Corporation shall be five (5). The composition of the Board shall be as set forth in the Voting Agreement dated February 9, 2026, among the Corporation, the holders of Common Stock, and the holders of Series Seed Preferred Stock (the "Voting Agreement"), as follows:
(a) Two (2) directors designated by the holders of a majority of the outstanding shares of Common Stock (the "Common Directors"). The initial Common Directors shall be Dr. Priya Ramaswamy and Dr. Julian Ochoa.
(b) One (1) director designated by the holders of a majority of the outstanding shares of Series Seed Preferred Stock (the "Series Seed Director"). The initial Series Seed Director shall be David Hargrove, designated by Cobalt Ventures Fund III, LP.
(c) Two (2) independent directors mutually agreed upon by the holders of a majority of the outstanding shares of Common Stock and the holders of a majority of the outstanding shares of Series Seed Preferred Stock (the "Independent Directors"). The initial Independent Directors shall be designated by mutual agreement of the foregoing parties in accordance with the Voting Agreement.
The number of directors constituting the Board may only be changed by amendment to these Bylaws approved by the Board, subject to any required consent of the holders of Series Seed Preferred Stock under the protective provisions of the Certificate of Incorporation.
Each director shall hold office until the next annual meeting of stockholders of the Corporation and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal in accordance with these Bylaws.
Section 3.3 — Vacancies.
Vacancies on the Board, whether caused by resignation, death, removal, increase in the number of authorized directors, or otherwise, shall be filled in accordance with the Certificate of Incorporation and the Voting Agreement, as follows:
(a) Vacancies in the Common Director seats shall be filled by the holders of a majority of the outstanding shares of Common Stock.
(b) A vacancy in the Series Seed Director seat shall be filled by the holders of a majority of the outstanding shares of Series Seed Preferred Stock.
(c) Vacancies in the Independent Director seats shall be filled by mutual agreement of the holders of a majority of the outstanding shares of Common Stock and the holders of a majority of the outstanding shares of Series Seed Preferred Stock.
A director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal.
Section 3.4 — Resignation.
Any director may resign at any time by delivering notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective upon delivery thereof, unless the notice specifies a later effective date or an effective date determined upon the happening of an event, in each case in accordance with Section 141(b) of the DGCL. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If a resignation is effective at a future time or upon the happening of an event, a successor may be elected to take office when the resignation becomes effective, and such successor shall take office at such time.
Section 3.5 — Removal.
Any director may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, subject at all times to the terms and conditions of the Voting Agreement and the Certificate of Incorporation. If less than the entire Board is to be removed, no individual director may be removed if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board (or, if there are classes of directors, at an election of the class of directors of which such director is a member), to the extent cumulative voting is applicable under the Certificate of Incorporation or the DGCL. Notwithstanding the foregoing, the removal of any Common Director, Series Seed Director, or Independent Director shall be subject to the applicable designation rights set forth in the Voting Agreement.
Section 3.6 — Regular Meetings.
Regular meetings of the Board may be held at such times and at such places as shall be determined from time to time by the Board. No notice shall be required for any regular meeting of the Board, provided that the date, time, and place (if any) of such regular meetings have been previously fixed by the Board or communicated to all directors.
Section 3.7 — Special Meetings.
Special meetings of the Board may be called at any time by the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, the President, or any two (2) directors. Notice of any special meeting of the Board shall be given to each director at least forty-eight (48) hours before the meeting if such notice is delivered personally, by telephone, or by electronic transmission, or at least five (5) calendar days before the meeting if such notice is delivered by United States mail. The notice of a special meeting need not specify the business to be transacted at, or the purpose of, such meeting.
Section 3.8 — Place of Meetings; Meetings by Telephone.
Meetings of the Board may be held at any place within or outside the State of Delaware. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.8 shall constitute presence in person at such meeting.
Section 3.9 — Quorum and Voting.
A majority of the total number of authorized directors shall constitute a quorum for the transaction of business at any meeting of the Board. As of the date of adoption of these Bylaws, a quorum of the Board shall consist of three (3) out of five (5) directors. If a quorum is not present at any meeting of the Board, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of the Board shall require the affirmative vote of a majority of the directors present at a meeting at which a quorum is present, unless the Certificate of Incorporation or these Bylaws require a greater number. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.
Section 3.10 — Action Without a Meeting.
Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote at a duly called meeting and may be stated as such in any document.
For the avoidance of doubt, the Written Consent of the Board of Directors dated February 9, 2026, authorizing, among other things, the Series Seed Preferred Stock financing, the issuance of shares of Series Seed Preferred Stock, the filing of the Amended and Restated Certificate of Incorporation, the adoption of these Amended and Restated Bylaws, and the execution and delivery of the Transaction Agreements (as defined in the Series Seed Preferred Stock Purchase Agreement), was adopted in accordance with this Section 3.10 and applicable provisions of the DGCL.
Section 3.11 — Board Observers.
The Corporation shall permit board observers to attend meetings of the Board as provided in any side letter agreement or other agreement between the Corporation and any stockholder or investor of the Corporation. Cobalt Ventures Fund III, LP has the right to designate one (1) additional board observer (the "Cobalt Observer") pursuant to the Side Letter Agreement between the Corporation and Cobalt Ventures Fund III, LP, dated February 9, 2026 (the "Cobalt Side Letter").
The Cobalt Observer shall be entitled to attend all meetings of the Board in a non-voting, observer capacity, and to receive copies of all notices, minutes, consents, and other materials that the Corporation provides to the members of the Board at the same time as such materials are provided to the directors. Notwithstanding the foregoing, the Corporation may exclude the Cobalt Observer (or any other board observer designated pursuant to an agreement described in this Section 3.11) from executive sessions of the Board or from any portion of any meeting of the Board where attendance by such observer would, in the reasonable judgment of the Corporation's legal counsel: (a) result in a waiver of attorney-client privilege between the Corporation and its counsel; (b) constitute or give rise to a conflict of interest; or (c) otherwise be inappropriate under the circumstances. The presence or absence of a board observer at any meeting of the Board shall not affect the existence of a quorum or the validity of any action taken at such meeting.
Section 3.12 — Compensation of Directors.
Unless otherwise restricted by the Certificate of Incorporation, the Board shall have the authority to fix the compensation of directors for their services as members of the Board and may provide for payment of a fixed sum and/or expenses of attendance, if any, for attendance at each regular or special meeting of the Board or any committee thereof. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation for attending committee meetings.
Section 3.13 — Interested Directors.
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:
(a) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
(b) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified, by the Board, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction. Notwithstanding the foregoing, the protective provisions set forth in the Certificate of Incorporation require the affirmative consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock prior to the Corporation's entering into any related-party transaction (i.e., any transaction with a director, officer, or holder of more than five percent (5%) of the Corporation's capital stock, or any entity affiliated with such person) in which the aggregate amount involved exceeds One Hundred Thousand Dollars ($100,000).
ARTICLE IV — COMMITTEES OF THE BOARD
Section 4.1 — Establishment of Committees.
The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, by resolution adopted by a majority of the entire Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, subject to the limitations set forth in Section 141(c)(2) of the DGCL. Without limiting the generality of the foregoing, no committee shall have the power or authority to:
(a) Approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval;
(b) Fill vacancies on the Board or on any committee thereof;
(c) Adopt, amend, or repeal the Certificate of Incorporation;
(d) Adopt, amend, or repeal these Bylaws; or
(e) Approve any merger or consolidation, or any sale, lease, or exchange of all or substantially all of the property and assets of the Corporation, which does not require stockholder approval under the DGCL.
Section 4.2 — Audit Committee.
The Board may establish an Audit Committee consisting of at least one (1) Independent Director. The Audit Committee shall be responsible for the oversight of the Corporation's financial reporting processes, the engagement and oversight of the Corporation's independent auditors (currently Graystone & Pallister CPAs, LLP, with Robert Milligan serving as the engagement partner), and the review of the Corporation's internal controls over financial reporting and disclosure controls and procedures. The Audit Committee shall adopt a charter, approved by the Board, setting forth the committee's purpose, composition, responsibilities, and procedures.
Section 4.3 — Compensation Committee.
The Board may establish a Compensation Committee consisting of one or more directors. The Compensation Committee shall be responsible for the administration of the Corporation's 2024 Equity Incentive Plan (originally adopted by the Board on March 1, 2024, and subsequently amended to authorize a total of 1,600,000 shares of Common Stock for issuance thereunder, reflecting a 1,200,000-share increase approved in connection with the Series Seed financing), the oversight of the Corporation's compensation policies and practices for executive officers, and such other duties and responsibilities as may be delegated to it by the Board. The Compensation Committee shall adopt a charter, approved by the Board, setting forth the committee's purpose, composition, responsibilities, and procedures.
Section 4.4 — Other Committees.
The Board may from time to time establish such other committees as it deems necessary or appropriate for the conduct of the business and affairs of the Corporation.
Section 4.5 — Committee Rules.
Each committee of the Board may adopt rules and procedures for its governance not inconsistent with these Bylaws or any resolution of the Board establishing such committee. Unless otherwise provided in the resolution of the Board designating the committee or in the rules adopted by the committee, a majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee, and the act of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. Members of any committee may participate in meetings by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of a committee may be taken without a meeting if all members of the committee consent thereto in writing or by electronic transmission, in the same manner as provided for the Board in Section 3.10 of these Bylaws.
ARTICLE V — OFFICERS
Section 5.1 — Designation of Officers.
The officers of the Corporation shall include a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer (or Treasurer). The Board may also appoint one or more Vice Presidents, a Chief Technology Officer, a Chief Operating Officer, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board may from time to time determine to be necessary or desirable. Any number of offices may be held by the same person, except that no person shall simultaneously hold the offices of Chief Executive Officer and Secretary.
Section 5.2 — Election and Term.
Officers of the Corporation shall be elected by the Board. Each officer shall hold office until such officer's successor is duly elected and qualified, or until such officer's earlier death, resignation, or removal. A vacancy in any office may be filled by the Board at any regular or special meeting. The current officers of the Corporation as of February 9, 2026, are as follows:
The incumbency of each officer shall be confirmed in the Secretary's Certificate of the Corporation dated February 9, 2026.
Section 5.3 — Removal.
Any officer may be removed at any time, with or without cause, by the Board. Such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contractual rights in favor of such officer.
Section 5.4 — Resignation.
Any officer may resign at any time by giving written notice of resignation to the Board, the Chairperson of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall be effective upon receipt of the notice or at such later time as may be specified in the notice. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.5 — Chief Executive Officer.
The Chief Executive Officer shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of a Chairperson of the Board (or if a Chairperson of the Board has not been designated), at all meetings of the Board. The Chief Executive Officer shall have the general powers and duties of management usually vested in the office of the chief executive officer of a corporation, together with such other powers and duties as may be prescribed by the Board from time to time. Without limiting the generality of the foregoing, the Chief Executive Officer shall have the authority to execute bonds, mortgages, contracts, and other instruments on behalf of the Corporation, except where required or permitted by the DGCL to be otherwise executed, and except where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. Notwithstanding the foregoing, the authority of the Chief Executive Officer to execute instruments and approve expenditures shall be subject to any expenditure consent rights granted to investors in connection with the Corporation's financings, including, without limitation, the consent right of Cobalt Ventures Fund III, LP over any single capital or operating expenditure exceeding Two Hundred Thousand Dollars ($200,000), as set forth in the Cobalt Side Letter dated February 9, 2026.
Section 5.6 — President.
The President shall perform the duties of the Chief Executive Officer in the absence or inability to act of the Chief Executive Officer, unless the Board shall otherwise provide. The President shall perform such other duties and have such other powers as the Board or the Chief Executive Officer may from time to time prescribe. As of the date of adoption of these Bylaws, Dr. Priya Ramaswamy holds both the title of Chief Executive Officer and President.
Section 5.7 — Vice Presidents.
Each Vice President shall perform such duties and have such powers as the Board, the Chief Executive Officer, or the President may from time to time prescribe. In the absence or disability of the Chief Executive Officer and the President, the Vice Presidents, in order of their seniority or as otherwise determined by the Board, shall perform the duties and exercise the powers of the Chief Executive Officer and President. As of the date of adoption of these Bylaws, Nadia Chen serves as Vice President of Operations.
Section 5.8 — Secretary.
The Secretary shall attend all meetings of the Board and all meetings of the stockholders and shall record or cause to be recorded the proceedings thereof in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and all special meetings of the Board. The Secretary shall be the custodian of the corporate records and of the corporate seal (if any) and shall see that the corporate seal (if any) is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized. The Secretary shall maintain or oversee the maintenance of the stock ledger and the stockholder list of the Corporation, either directly or through the Corporation's transfer agent, Ledgermark Transfer Services, Inc. The Secretary shall have the power to authenticate records of the Corporation and shall perform such other duties as may be prescribed by the Board, the Chief Executive Officer, or the President from time to time.
Section 5.9 — Chief Financial Officer / Treasurer.
The Chief Financial Officer (or Treasurer) shall have the custody and control of the corporate funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board, at their regular meetings, or when the Board so requires, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation. The Chief Financial Officer shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer from time to time.
Section 5.10 — Chief Technology Officer.
The Chief Technology Officer shall oversee all technology research and development activities of the Corporation and shall report directly to the Chief Executive Officer. The Chief Technology Officer shall have such powers and perform such duties as may be assigned from time to time by the Board or the Chief Executive Officer. As of the date of adoption of these Bylaws, Dr. Julian Ochoa serves as Chief Technology Officer.
ARTICLE VI — STOCK
Section 6.1 — Stock Certificates; Uncertificated Shares.
Shares of stock of the Corporation may be represented by certificates or may be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of stock, or a combination of both, as determined by the Board. If shares are represented by certificates, each certificate shall state on its face the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the person to whom the certificate is issued, and the number and class (and the designation of the series, if any) of the shares represented thereby. Certificates shall be signed by, or in the name of, the Corporation by the Chairperson of the Board, the President, or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. The Corporation's transfer agent and registrar is Ledgermark Transfer Services, Inc., 800 North King Street, Suite 302, Wilmington, DE 19801.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by Section 151(f), Section 202(a), or Section 218(a) of the DGCL or any other applicable provision of law.
Section 6.2 — Transfers of Stock.
Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's attorney thereunto duly authorized and upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer. In the case of uncertificated shares, transfers shall be made upon proper instructions from the holder of record or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment, or authority to transfer.
All transfers of shares shall be subject to any restrictions on transfer set forth in the Certificate of Incorporation, these Bylaws, and any agreements to which the stockholder is a party, including, without limitation: (a) the Investors' Rights Agreement dated February 9, 2026; (b) the Right of First Refusal and Co-Sale Agreement dated February 9, 2026; (c) any applicable Founder Stock Restriction Agreement between the Corporation and any founder; and (d) any other agreement restricting the transfer of shares of the Corporation's stock. The Corporation shall not be required to register the transfer of any share if such transfer would violate any such restriction.
Section 6.3 — Lost, Stolen, or Destroyed Certificates.
The Corporation may issue a new certificate of stock, or uncertificated shares in place of a certificate, in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or the owner's legal representative, to provide the Corporation with a bond or other adequate security in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed, or the issuance of such new certificate or uncertificated shares.
Section 6.4 — Record Holders.
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends, to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DGCL.
Section 6.5 — Legends.
The Board may direct that certificates representing shares of stock (or notices relating to uncertificated shares) bear such legends as the Board considers appropriate to reference restrictions on transfer and other matters, including, without limitation:
(a) Securities Act Legend. A legend referencing the fact that the shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued pursuant to an exemption from registration under Regulation D, Rule 506(b), and that such shares are "restricted securities" as defined in Rule 144 under the Securities Act and may not be sold, transferred, or otherwise disposed of absent registration under the Securities Act or an available exemption therefrom.
(b) Right of First Refusal and Co-Sale Agreement Legend. A legend referencing the restrictions on transfer imposed by the Right of First Refusal and Co-Sale Agreement dated February 9, 2026.
(c) Founder Stock Restriction Agreement Legend. A legend referencing the restrictions on transfer and the reverse vesting provisions applicable to shares held by Dr. Priya Ramaswamy and Dr. Julian Ochoa pursuant to their respective Founder Stock Restriction Agreements with the Corporation.
(d) Other Legends. Such other legends as may be required by applicable state or federal securities laws, or as the Board may determine to be necessary or appropriate in connection with any other agreements or restrictions applicable to the shares.
ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 7.1 — Right to Indemnification.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it currently exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted prior to such amendment), any person (an "Indemnitee") who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. Such indemnification shall include the right to be indemnified against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding.
Without limiting the generality of the foregoing, the Corporation has entered into an Indemnification Agreement with David Hargrove, the Series Seed Preferred director designee of Cobalt Ventures Fund III, LP, dated February 9, 2026 (the "Hargrove Indemnification Agreement"), which provides for additional contractual indemnification rights consistent with this Article VII. The Corporation may enter into similar Indemnification Agreements with other directors and officers of the Corporation.
Section 7.2 — Advancement of Expenses.
The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnitee who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that such Advancement of Expenses shall be made only upon receipt of an undertaking (an "Undertaking") by or on behalf of the Indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VII or otherwise. The Corporation may, by resolution of the Board, extend the right of Advancement of Expenses to employees and agents of the Corporation.
Section 7.3 — Indemnification of Employees and Agents.
The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and Advancement of Expenses to employees and agents of the Corporation with the same scope and effect as the indemnification and Advancement of Expenses provided to directors and officers of the Corporation under Sections 7.1 and 7.2 of these Bylaws.
Section 7.4 — Non-Exclusivity of Rights.
The rights to indemnification and Advancement of Expenses conferred by this Article VII shall not be exclusive of any other rights to which any Indemnitee may be entitled under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement (including, without limitation, the Hargrove Indemnification Agreement), vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual indemnification agreements with any or all of its directors, officers, employees, and agents, and to take such other measures as the Board may determine to be necessary or desirable to carry out the purposes and intent of this Article VII.
Section 7.5 — Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.
Section 7.6 — Survival.
The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VII shall continue as to an Indemnitee who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnitee.
Section 7.7 — Limitation on Indemnification.
Notwithstanding anything contained in this Article VII to the contrary, except for Proceedings to enforce rights to indemnification or Advancement of Expenses, the Corporation shall not be obligated to indemnify any Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee unless such Proceeding (or part thereof) was authorized by the Board. In addition, no indemnification shall be provided to any Indemnitee if the Corporation is prohibited from paying such indemnification under the DGCL as then in effect.
Section 7.8 — Elimination of Liability of Directors.
To the fullest extent permitted by Section 102(b)(7) of the DGCL, as it currently exists or as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, nothing in this Section 7.8 shall eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, stock purchases, or redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is amended after the adoption of these Bylaws to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal, or modification of this Section 7.8 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or modification.
ARTICLE VIII — GENERAL PROVISIONS
Section 8.1 — Dividends.
Subject to the Certificate of Incorporation and the provisions of the DGCL, dividends upon the capital stock of the Corporation may be declared by the Board at any regular or special meeting of the Board and may be paid in cash, in property, or in shares of the Corporation's capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for any other purpose that the Board shall think conducive to the interest of the Corporation. The declaration and payment of dividends on the Common Stock or the Series Seed Preferred Stock shall be subject to the protective provisions set forth in the Certificate of Incorporation, which require the affirmative consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock prior to the declaration or payment of any dividend or distribution on any shares of Common Stock or any other class or series of capital stock of the Corporation.
Section 8.2 — Reserves.
The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose, including, without limitation, for equalizing dividends, for repairing or maintaining any property of the Corporation, or for meeting contingencies. The Board may modify or abolish any such reserve in the manner in which it was created.
Section 8.3 — Fiscal Year.
The fiscal year of the Corporation shall be the calendar year, beginning on January 1 and ending on December 31 of each year, unless otherwise determined by the Board.
Section 8.4 — Corporate Seal.
The Corporation may, but shall not be required to, have a corporate seal, which shall be in such form as shall be approved from time to time by the Board. The Corporation may conduct its business without a corporate seal. The absence of the corporate seal from any instrument executed on behalf of the Corporation shall not affect the validity or enforceability of such instrument.
Section 8.5 — Checks, Drafts, and Notes.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. All such instruments shall be subject to any single-expenditure consent rights granted to investors of the Corporation pursuant to side letter agreements or other agreements with the Corporation, including, without limitation, the consent right of Cobalt Ventures Fund III, LP set forth in the Cobalt Side Letter.
Section 8.6 — Contracts and Other Instruments.
The Board may authorize any officer or officers, or agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. No officer, agent, or employee of the Corporation shall have any power or authority to bind the Corporation by any contract

AMENDED AND RESTATED BYLAWS

MERIDIAN DIAGNOSTICS, INC.

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