1004-00001 · Client 1004 · Transaction Documents/Corporate Governance

board-consent.docx DOCUMENT M&A / Corporate

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WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF MERIDIAN DIAGNOSTICS, INC.

IN LIEU OF A SPECIAL MEETING

Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.8 of the Bylaws of Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), the undersigned, constituting all of the members of the Board of Directors (the "Board") of the Company, hereby adopt the following resolutions and consent to the actions set forth herein, effective as of February 9, 2026 (the "Effective Date").

This action by written consent shall have the same force and effect as if taken at a duly convened special meeting of the Board at which a quorum was present and acting throughout. No notice of any meeting is required, and the requirement for any such notice is hereby waived by each of the undersigned directors.

RECITALS

A. Background of the Company

WHEREAS, Meridian Diagnostics, Inc. is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on June 15, 2023, with the Delaware Secretary of State under Corporation File Number 7294531 and assigned Federal Employer Identification Number 93-4127856;

WHEREAS, the Company maintains its principal office and place of business at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142;

WHEREAS, the Company is engaged in the research, development, and commercialization of novel diagnostic technologies, and is currently developing the "MeridianPulse" platform, a proprietary microfluidic point-of-care diagnostic device designed to process a comprehensive 14-marker blood panel in under eight minutes, with potential applications across emergency medicine, primary care, rural healthcare settings, and resource-limited environments;

WHEREAS, the Company currently has authorized and outstanding ten million (10,000,000) shares of Common Stock, par value $0.0001 per share, which are held by the Company's co-founders, Dr. Priya Ramaswamy (5,500,000 shares) and Dr. Julian Ochoa (3,500,000 shares), and certain other stockholders; and

WHEREAS, the Company has, since its formation, made substantial progress in the development of the MeridianPulse platform, including the completion of initial prototype development, establishment of key intellectual property filings, and the recruitment of a core scientific and engineering team.

B. Background of the Financing

WHEREAS, the Board has been presented with, and has carefully reviewed and considered, the terms and conditions of a proposed Series Seed Preferred Stock financing (the "Financing"), pursuant to which the Company will sell and issue shares of a newly designated class of Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), to certain investors;

WHEREAS, the Financing contemplates a total round size of Twelve Million Dollars ($12,000,000) in new money investment, based upon a pre-money valuation of the Company of Thirty Million Dollars ($30,000,000) and a post-money valuation of Forty-Two Million Dollars ($42,000,000), with shares of Series Seed Preferred Stock to be issued at a price per share of $2.6786, resulting in the issuance of four million four hundred seventy-nine thousand nine hundred eighty-one (4,479,981) shares of Series Seed Preferred Stock to the new money investors;

WHEREAS, the lead investor in the Financing is Cobalt Ventures Fund III, LP, a Delaware limited partnership ("Cobalt" or the "Lead Investor"), which will invest Seven Million Two Hundred Thousand Dollars ($7,200,000), representing approximately sixty percent (60.0%) of the total round size;

WHEREAS, the co-investors in the Financing (together with Cobalt, the "Investors") are:

(i) Pinewood Health Ventures, LLC, a Delaware limited liability company ("Pinewood"), investing Two Million Four Hundred Thousand Dollars ($2,400,000), representing approximately twenty percent (20.0%) of the total round size;

(ii) Thornfield Capital Partners, LP, a Delaware limited partnership ("Thornfield"), investing One Million Eight Hundred Thousand Dollars ($1,800,000), representing approximately fifteen percent (15.0%) of the total round size; and

(iii) Atlas Point Angel Syndicate, LLC, a Delaware limited liability company ("Atlas Point"), investing Six Hundred Thousand Dollars ($600,000), representing approximately five percent (5.0%) of the total round size;

WHEREAS, the offering and sale of the Series Seed Preferred Stock to the Investors is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and all of the Investors are "accredited investors" as defined in Rule 501(a) of Regulation D; and

WHEREAS, the Board has reviewed the subscription documents, investor questionnaires, and accredited investor certifications of each of the Investors and is satisfied that each Investor meets the applicable accreditation requirements.

C. Background of the Convertible Notes

WHEREAS, on September 12, 2023, the Company issued convertible promissory notes (the "Convertible Notes") in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000) to the following holders (collectively, the "Noteholders"):

(i) Dr. Margaret Liu, an individual, in the principal amount of One Million Two Hundred Thousand Dollars ($1,200,000); and

(ii) Clearwater Bridge Associates, LLC, a Delaware limited liability company, in the principal amount of Nine Hundred Thousand Dollars ($900,000);

WHEREAS, the Convertible Notes bear simple interest at a rate of five percent (5.0%) per annum, and accrued interest through the Effective Date of February 9, 2026 (a period of approximately twenty-nine (29) months from the date of issuance) totals approximately Two Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($253,750), resulting in a total conversion amount (principal plus accrued interest) of Two Million Three Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($2,353,750);

WHEREAS, pursuant to the terms of the Convertible Notes, upon a "Qualified Financing" (as defined therein), which the Financing constitutes, the outstanding principal and accrued interest under each Convertible Note automatically converts into shares of the equity securities sold in such Qualified Financing at a conversion price equal to the lower of:

(i) a twenty percent (20%) discount to the price per share paid by the investors in the Qualified Financing (i.e., $2.6786 × 0.80 = $2.1429 per share) (the "Discount Price"); or

(ii) the price per share derived from a pre-money valuation cap of Twenty-Five Million Dollars ($25,000,000) divided by the Company's fully-diluted capitalization immediately prior to the closing of the Qualified Financing (i.e., $25,000,000 ÷ 11,200,000 shares = $2.2321 per share) (the "Cap Price");

WHEREAS, because the discount Price of $2.1429 per share is lower than the Cap Price of $2.2321 per share, the applicable conversion price for the Convertible Notes is $2.1429 per share;

WHEREAS, upon conversion at the applicable conversion price, the Convertible Notes will convert into approximately one million ninety-eight thousand three hundred sixty-two (1,098,362) shares of Series Seed Preferred Stock, and the exact number of shares issuable to each Noteholder shall be determined based on the principal and accrued interest outstanding under such Noteholder's Convertible Note as of the Effective Date; and

WHEREAS, following such conversion, all obligations of the Company under the Convertible Notes shall be deemed satisfied in full and the Convertible Notes shall be cancelled and of no further force or effect.

D. Advisors. WHEREAS, the Board has been advised by Whitfield & Ames LLP, the Company's outside legal counsel (lead partner: Catherine Devereaux, Esq.; senior associate: Thomas Whitaker, Esq.), with respect to the terms, structure, and legal implications of the Financing, the Transaction Agreements (as defined below), and the corporate actions necessary to effectuate the transactions contemplated hereby;

WHEREAS, the Company's independent auditors, Graystone & Pallister CPAs, LLP (engagement partner: Robert Milligan, CPA), have provided the Company with audited financial statements for the fiscal year ended December 31, 2024, and unaudited interim financial statements through December 31, 2025, which financial statements have been made available to the Investors in connection with their due diligence review; and

WHEREAS, Calderwood & Harkness LLP serves as legal counsel to the Lead Investor, Cobalt Ventures Fund III, LP, in connection with the Financing.

E. Consideration and Best Interests Determination

WHEREAS, the Board has reviewed and considered the terms and conditions of the Financing, including the price per share, the valuation, the rights and preferences of the Series Seed Preferred Stock, the terms of the ancillary transaction agreements, and the overall economic and governance implications of the Financing for the Company and its existing stockholders;

WHEREAS, the Board has considered the Company's current financial position, working capital requirements, business plan, and the strategic importance of securing additional capital to fund the continued development and commercialization of the MeridianPulse platform;

WHEREAS, the Board has considered reasonable alternatives available to the Company, including other potential financing structures and sources of capital; and

WHEREAS, after careful consideration and in the exercise of their fiduciary duties, the Board has determined that the consummation of the Financing on the terms described herein, and the execution and delivery of the Transaction Agreements, is advisable, fair, and in the best interests of the Company and its stockholders.

NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted:

RESOLUTION 1: APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate"), in substantially the form attached hereto as Exhibit A and presented to the Board, be and hereby is approved and adopted in all respects.

The Board hereby acknowledges that the A&R Certificate authorizes the creation and issuance of a new series of preferred stock, designated as "Series Seed Preferred Stock," with the following material rights, preferences, privileges, and restrictions, among others:

(a) Authorized Shares. The A&R Certificate authorizes a total of 25,000,000 shares of capital stock, consisting of (i) 18,000,000 shares of Common Stock, par value $0.0001 per share, and (ii) 7,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 5,600,000 shares are designated as Series Seed Preferred Stock.

(b) Liquidation Preference. Each share of Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any distribution to holders of Common Stock, an amount per share equal to one times (1×) the original issue price of such share (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations, or similar events), plus all declared but unpaid dividends thereon (the "Liquidation Preference"). The Series Seed Preferred Stock shall be non-participating, meaning that following payment of the Liquidation Preference, holders of Series Seed Preferred Stock shall not participate in any remaining distributions to holders of Common Stock unless such holders elect to convert their shares of Series Seed Preferred Stock into Common Stock prior to or in connection with such distribution.

(c) Anti-Dilution Protection. The Series Seed Preferred Stock shall be entitled to broad-based weighted average anti-dilution protection in the event that the Company issues additional shares of Common Stock or securities convertible into or exercisable for Common Stock at a price per share below the then-effective conversion price of the Series Seed Preferred Stock, subject to customary exclusions for shares issued pursuant to the Company's equity incentive plans, shares issued upon conversion of the Convertible Notes, shares issued in connection with strategic partnerships or licensing arrangements approved by the Board, and similar carve-outs.

(d) Conversion Rights. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance, into one (1) share of Common Stock (the "Conversion Ratio"), subject to adjustment as provided in the A&R Certificate, including adjustments for stock splits, stock dividends, combinations, and anti-dilution events. All outstanding shares of Series Seed Preferred Stock shall automatically convert into Common Stock upon (i) the closing of a firm-commitment underwritten public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act with aggregate gross proceeds to the Company of not less than $50,000,000 and a per share offering price of not less than three times (3×) the original issue price of the Series Seed Preferred Stock (a "Qualified IPO"), or (ii) the written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.

(e) Protective Provisions. The A&R Certificate provides that the Company shall not, without the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class:

(i) authorize or issue, or obligate itself to issue, any equity security (including any security convertible into or exercisable for any equity security) that is senior to or on parity with the Series Seed Preferred Stock with respect to dividends, liquidation preference, redemption, or voting rights;

(ii) amend, alter, or repeal any provision of the Certificate of Incorporation or Bylaws of the Company in a manner that adversely affects the rights, preferences, privileges, or powers of the Series Seed Preferred Stock;

(iii) declare or pay any dividends or make any other distributions on or with respect to any shares of capital stock of the Company;

(iv) increase the number of shares reserved for issuance under the Company's equity incentive plan(s) or adopt any new equity incentive plan;

(v) create, incur, assume, or guarantee any indebtedness in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate that is not in the ordinary course of business;

(vi) consummate any acquisition, merger, or consolidation involving consideration in excess of Five Hundred Thousand Dollars ($500,000); or

(vii) enter into, amend, or terminate any transaction or agreement with any officer, director, founder, or holder of more than five percent (5%) of the Company's outstanding capital stock, or any affiliate of any such person, involving aggregate consideration in excess of One Hundred Thousand Dollars ($100,000).

FURTHER RESOLVED, that the A&R Certificate be filed with the Secretary of State of the State of Delaware on or about February 9, 2026, and that such filing shall be effective upon acceptance by the Secretary of State.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to execute and file the A&R Certificate with the Delaware Secretary of State and to take all such further actions, and to execute and deliver all such further documents, instruments, and certificates, as may be necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, including the payment of any applicable filing fees.

RESOLUTION 2: RECOMMENDATION TO STOCKHOLDERS AND SUBMISSION FOR STOCKHOLDER APPROVAL

RESOLVED, that the Board hereby determines that the approval and adoption of the A&R Certificate is advisable and in the best interests of the Company and its stockholders, and the Board hereby recommends to the stockholders of the Company the approval and adoption of the A&R Certificate.

FURTHER RESOLVED, that the approval and adoption of the A&R Certificate by the stockholders of the Company be sought by written consent of the stockholders in lieu of a meeting, pursuant to Section 228 of the DGCL, and the officers of the Company are hereby authorized and directed to solicit and obtain such written consent from stockholders holding the requisite number of shares of outstanding capital stock entitled to vote thereon.

FURTHER RESOLVED, that the officers of the Company are authorized and directed to distribute to the stockholders of the Company, in accordance with applicable law, an information statement or such other disclosure document as may be required in connection with the solicitation of such stockholder consent.

RESOLUTION 3: APPROVAL OF THE SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT

RESOLVED, that the Series Seed Preferred Stock Purchase Agreement (the "SPA"), in substantially the form attached hereto as Exhibit B and presented to the Board, by and among the Company and the investors listed on the Schedule of Investors attached thereto as Schedule 1 (collectively, the "Purchasers"), providing for the sale and issuance by the Company of four million four hundred seventy-nine thousand nine hundred eighty-one (4,479,981) shares of Series Seed Preferred Stock at a price per share of Two Dollars and Sixty-Seven and 86/100 Cents ($2.6786), for an aggregate purchase price of Twelve Million Dollars ($12,000,000), be and hereby is approved, adopted, and ratified in all respects.

The Board hereby acknowledges and confirms the following material terms of the SPA:

(a) The SPA provides for a simultaneous sign-and-close on February 9, 2026, subject to satisfaction or waiver of certain customary conditions to closing, including the filing and effectiveness of the A&R Certificate, execution and delivery of all ancillary Transaction Agreements, and receipt of all requisite stockholder approvals.

(b) The SPA is governed by the laws of the State of Delaware, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.

(c) The SPA contains customary representations and warranties of the Company, including representations regarding the Company's due organization, authorization, capitalization, subsidiaries, financial statements, absence of undisclosed liabilities, intellectual property, compliance with laws, litigation, tax matters, employee benefit plans, environmental matters, and data privacy.

(d) The SPA contains customary representations and warranties of each Purchaser, including representations regarding such Purchaser's accredited investor status, investment intent, and ability to bear the economic risk of the investment.

(e) The SPA provides for the reimbursement by the Company of the Lead Investor's legal fees and expenses incurred in connection with the negotiation, documentation, and closing of the Financing, in an amount not to exceed Fifty Thousand Dollars ($50,000), payable at or promptly following the closing.

FURTHER RESOLVED, that each of the officers of the Company is hereby authorized and directed to execute and deliver the SPA on behalf of the Company and to perform the Company's obligations thereunder, including any amendments, supplements, or modifications thereto as such officer may approve, such approval to be conclusively evidenced by such officer's execution thereof.

RESOLUTION 4: APPROVAL OF ANCILLARY TRANSACTION AGREEMENTS

RESOLVED, that each of the following agreements (collectively, together with the SPA, the "Transaction Agreements"), in substantially the forms presented to the Board and attached hereto as the exhibits referenced below, be and hereby is approved, adopted, and ratified in all respects:

(a) Investors' Rights Agreement (Exhibit C) — An Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Purchasers (including the Noteholders upon conversion of the Convertible Notes), providing for, among other things:

(i) Information Rights. Major Investors (defined as holders of not fewer than 1,000,000 shares of Series Seed Preferred Stock, or Common Stock issued upon conversion thereof) shall be entitled to receive: (A) annual audited financial statements of the Company, prepared in accordance with generally accepted accounting principles consistently applied, within one hundred twenty (120) days following the end of each fiscal year; (B) quarterly unaudited financial statements, within forty-five (45) days following the end of each fiscal quarter; (C) monthly management reports, including summary operating and financial data, within thirty (30) days following the end of each calendar month; and (D) an annual budget and business plan, within thirty (30) days following the beginning of each fiscal year.

(ii) Pro Rata Rights. Each Major Investor shall have the right to participate in future equity financings of the Company on a pro rata basis, calculated based on such Major Investor's percentage ownership of the Company on a fully-diluted basis, subject to customary exceptions and limitations.

(iii) Registration Rights. The Investors' Rights Agreement shall contain customary demand registration rights (exercisable upon the earlier of five (5) years from the Effective Date or six (6) months following the Company's initial public offering), S-3 registration rights (if and when the Company is eligible to register securities on Form S-3), and piggyback registration rights, in each case subject to customary conditions, limitations, cutbacks, and underwriter lock-up provisions.

(iv) Market Stand-Off/Lock-Up. Each Key Holder (as defined below) agrees to a one hundred eighty (180) day market stand-off and lock-up period with respect to all shares of Common Stock held by such Key Holder following the effective date of the registration statement filed in connection with the Company's initial public offering, subject to customary exceptions and release provisions.

(b) Right of First Refusal and Co-Sale Agreement (Exhibit D) — A Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the Purchasers (including the Noteholders), and the Key Holders (Dr. Priya Ramaswamy and Dr. Julian Ochoa) (together, the "Key Holders"), providing for:

(i) Right of First Refusal. In the event that any Key Holder proposes to transfer any shares of Common Stock (other than certain permitted transfers), the Company shall have an initial right of first refusal to purchase such shares at the same price and on the same terms as proposed by the prospective transferee, followed by a secondary right of first refusal in favor of the Investors.

(ii) Co-Sale Rights. If neither the Company nor the Investors exercise their right of first refusal in full, each Investor shall have the right to participate in such proposed transfer on a pro rata basis, selling a proportional amount of its shares on the same terms and conditions as the selling Key Holder.

(c) Voting Agreement (Exhibit E) — A Voting Agreement, dated as of February 9, 2026, by and among the Company, the Purchasers (including the Noteholders), and the Key Holders, providing for:

(i) Board Composition. The Board shall consist of five (5) directors, comprised of: (A) two (2) directors designated by the holders of a majority of the outstanding Common Stock (the "Common Directors"), who shall initially be Dr. Priya Ramaswamy and Dr. Julian Ochoa; (B) one (1) director designated by the holders of a majority of the outstanding Series Seed Preferred Stock (the "Preferred Director"), who shall initially be David Hargrove as the designee of Cobalt Ventures Fund III, LP; and (C) two (2) independent directors (the "Independent Directors"), who shall be mutually agreed upon by the holders of a majority of the outstanding Common Stock and the holders of a majority of the outstanding Series Seed Preferred Stock.

(ii) Drag-Along Provisions. In the event that the Board and the holders of a majority of the outstanding Common Stock and a majority of the outstanding Series Seed Preferred Stock approve a sale, merger, or other change-of-control transaction (a "Drag-Along Sale") at a total transaction value equal to or exceeding Eighty-Four Million Dollars ($84,000,000) (representing two times (2×) the post-money valuation of the Financing), all stockholders party to the Voting Agreement shall be required to vote in favor of, consent to, and not object to, such Drag-Along Sale and shall take all actions necessary or desirable to consummate such transaction.

(d) Side Letter Agreement with Cobalt Ventures Fund III, LP (Exhibit F) — A Side Letter Agreement, dated as of February 9, 2026, between the Company and Cobalt Ventures Fund III, LP, providing for the following additional rights and obligations:

(i) Most Favored Nation Clause. In the event that the Company grants to any other Investor or future investor any right, preference, privilege, or term that is more favorable than those granted to Cobalt in connection with the Financing, the Company shall promptly offer such more favorable right, preference, privilege, or term to Cobalt.

(ii) Enhanced Information Rights. Cobalt shall be entitled to receive, in addition to the information rights set forth in the Investors' Rights Agreement, (A) a monthly key performance indicator ("KPI") dashboard, including such metrics as the Board and Cobalt may mutually agree upon, and (B) real-time access to the Company's capitalization table through the Company's equity management platform.

(iii) Board Observer Right. Cobalt shall have the right to designate one (1) additional representative to attend all meetings of the Board in a non-voting, observer capacity, and such observer shall be entitled to receive all materials and notices provided to directors; provided, however, that the Company may exclude such observer from any portion of a meeting if the Board determines in good faith that such exclusion is necessary to preserve the attorney-client privilege or to address a conflict of interest.

(iv) Compliance Audit Right. Cobalt shall have the right, at its own expense and upon reasonable notice to the Company (not more frequently than once per calendar year), to conduct or commission an audit of the Company's data privacy and information security practices, and the Company shall cooperate with and provide reasonable access to its systems, processes, and personnel in connection with such audit.

(v) Expenditure Consent Right. The Company shall not make, commit to, or authorize any single capital or operating expenditure in excess of Two Hundred Thousand Dollars ($200,000) without the prior written consent of Cobalt, such consent not to be unreasonably withheld, conditioned, or delayed.

(e) Side Letter Agreement with Pinewood Health Ventures, LLC (Exhibit G) — A Side Letter Agreement, dated as of February 9, 2026, between the Company and Pinewood Health Ventures, LLC, providing for:

(i) Most Favored Nation Clause. In the event that the Company grants to any other Investor or future investor any right, preference, privilege, or term that is more favorable than those granted to Pinewood in connection with the Financing (other than rights expressly granted to the Lead Investor in the Cobalt Side Letter), the Company shall promptly offer such more favorable right, preference, privilege, or term to Pinewood.

(ii) Co-Investment Right. Pinewood shall have the right, but not the obligation, to invest up to an additional One Million Five Hundred Thousand Dollars ($1,500,000) in the Company's next "Qualified Financing" (as defined in the Side Letter), on the same terms and conditions offered to the investors participating in such Qualified Financing, in addition to any pro rata participation right Pinewood may have under the Investors' Rights Agreement.

(f) Indemnification Agreement (Exhibit H) — An Indemnification Agreement, dated as of February 9, 2026, between the Company and David Hargrove, as the initial Series Seed Preferred director designee of Cobalt Ventures Fund III, LP, providing for customary indemnification of, and advancement of expenses to, Mr. Hargrove to the fullest extent permitted by the DGCL and the Company's Certificate of Incorporation and Bylaws in connection with his service as a director of the Company, including indemnification against any and all losses, claims, damages, liabilities, judgments, fines, penalties, and expenses (including reasonable attorneys' fees) incurred in connection with any threatened, pending, or completed action, suit, or proceeding arising by reason of his service as a director.

(g) Escrow Agreement (Exhibit I) — An Escrow Agreement, dated as of February 9, 2026, by and among the Company, Cobalt Ventures Fund III, LP (acting on behalf of all Investors), and Granite Trust Company, N.A., as escrow agent (the "Escrow Agent"), providing for the deposit by the Investors of the aggregate closing funds in the amount of Twelve Million Dollars ($12,000,000) into an escrow account maintained by the Escrow Agent, and the release of such funds to the Company upon satisfaction or waiver of all conditions to closing set forth in the SPA and delivery of joint written instructions by the Company and Cobalt to the Escrow Agent.

(h) Founder Stock Restriction Agreement with Dr. Priya Ramaswamy (Exhibit J) — A Founder Stock Restriction Agreement, dated as of February 9, 2026, between the Company and Dr. Priya Ramaswamy with respect to five million five hundred thousand (5,500,000) shares of Common Stock held by Dr. Ramaswamy, providing for:

(i) a four (4) year reverse vesting schedule with a one (1) year cliff, under which twenty-five percent (25%) of such shares shall vest on the first anniversary of the vesting commencement date, and the remaining seventy-five percent (75%) shall vest in equal monthly installments over the subsequent thirty-six (36) months;

(ii) a vesting commencement date of June 15, 2023, the date of the Company's formation, such that as of the Effective Date, approximately 32.5 months of vesting shall have elapsed;

(iii) a Company repurchase right with respect to any unvested shares upon termination of Dr. Ramaswamy's service relationship with the Company, exercisable at the lower of the original cost per share or the then-current fair market value per share; and

(iv) customary provisions regarding acceleration of vesting upon a change of control, subject to the terms and conditions set forth in the agreement.

(i) Founder Stock Restriction Agreement with Dr. Julian Ochoa (Exhibit K) — A Founder Stock Restriction Agreement, dated as of February 9, 2026, between the Company and Dr. Julian Ochoa with respect to three million five hundred thousand (3,500,000) shares of Common Stock held by Dr. Ochoa, on the same terms and conditions as Dr. Ramaswamy's Founder Stock Restriction Agreement described in clause (h) above, with a vesting commencement date of June 15, 2023.

FURTHER RESOLVED, that each of the officers of the Company is hereby authorized and directed to execute and deliver each of the foregoing Transaction Agreements on behalf of the Company, together with such exhibits, schedules, and ancillary documents as may be necessary or appropriate in connection therewith, and to perform the Company's obligations thereunder.

RESOLUTION 5: ISSUANCE OF SERIES SEED PREFERRED STOCK

RESOLVED, that the issuance by the Company of up to four million four hundred seventy-nine thousand nine hundred eighty-one (4,479,981) shares of Series Seed Preferred Stock to the Investors listed below, at a price per share of $2.6786, for the aggregate consideration set forth opposite each such Investor's name, is hereby authorized and approved:

FURTHER RESOLVED, that upon receipt by the Company of the aggregate purchase price for such shares, the shares of Series Seed Preferred Stock so issued shall be duly authorized, validly issued, fully paid, and non-assessable, and shall be entitled to the rights, preferences, privileges, and restrictions set forth in the A&R Certificate.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to instruct the Company's transfer agent to record the issuance of such shares in the Company's stock ledger and to issue stock certificates or book-entry confirmations, as applicable, evidencing such shares to each Investor.

RESOLUTION 6: CONVERSION OF OUTSTANDING CONVERTIBLE NOTES

RESOLVED, that the conversion of the outstanding Convertible Notes issued on September 12, 2023, in accordance with their terms, is hereby authorized and approved, and the Company is hereby authorized to issue approximately one million ninety-eight thousand three hundred sixty-two (1,098,362) shares of Series Seed Preferred Stock to the Noteholders upon conversion of such Convertible Notes at a conversion price of $2.1429 per share, as follows:

(a) Dr. Margaret Liu: Conversion of a Convertible Note with an original principal amount of One Million Two Hundred Thousand Dollars ($1,200,000), plus accrued and unpaid simple interest at five percent (5.0%) per annum through February 9, 2026, into shares of Series Seed Preferred Stock at a conversion price of $2.1429 per share.

(b) Clearwater Bridge Associates, LLC: Conversion of a Convertible Note with an original principal amount of Nine Hundred Thousand Dollars ($900,000), plus accrued and unpaid simple interest at five percent (5.0%) per annum through February 9, 2026, into shares of Series Seed Preferred Stock at a conversion price of $2.1429 per share.

The total conversion amount for all Convertible Notes is Two Million Three Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($2,353,750), consisting of aggregate principal of Two Million One Hundred Thousand Dollars ($2,100,000) and aggregate accrued interest of approximately Two Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($253,750). The exact number of shares issuable to each Noteholder shall be determined based on the final calculation of accrued interest through the Effective Date, with any fractional shares rounded down to the nearest whole share.

FURTHER RESOLVED, that upon the issuance of the shares of Series Seed Preferred Stock to the Noteholders in connection with such conversion, all obligations of the Company under the Convertible Notes, including all obligations with respect to the repayment of principal and accrued interest, shall be deemed satisfied, discharged, and extinguished in full, and the Convertible Notes shall be cancelled and shall be of no further force or effect.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to effect the conversion of the Convertible Notes, including the issuance of stock certificates or book-entry confirmations to the Noteholders and the cancellation of the original Convertible Notes.

RESOLUTION 7: EXPANSION OF THE 2024 EQUITY INCENTIVE PLAN

RESOLVED, that the 2024 Equity Incentive Plan of the Company (the "2024 Plan"), originally adopted by the Board and approved by the stockholders on March 1, 2024, be and hereby is amended to increase the aggregate number of shares of Common Stock reserved for issuance thereunder by one million two hundred thousand (1,200,000) shares, from four hundred thousand (400,000) shares to a new total of one million six hundred thousand (1,600,000) shares of Common Stock.

The Board hereby notes for the record that, of the original 400,000 shares reserved under the 2024 Plan, 175,000 shares are currently subject to outstanding stock option grants to employees of the Company, and 225,000 shares remain available for future grants. Following the proposed increase, a total of 1,425,000 shares (consisting of the 225,000 previously available shares and 1,200,000 newly reserved shares) will be available for future grants under the 2024 Plan.

The Board has determined that the proposed increase in the share reserve under the 2024 Plan is necessary and advisable to enable the Company to attract, retain, and motivate talented employees, consultants, and advisors who are essential to the Company's growth and the successful development and commercialization of the MeridianPulse platform.

FURTHER RESOLVED, that the increase in the number of shares reserved for issuance under the 2024 Plan be submitted to the stockholders of the Company for approval by written consent in lieu of a meeting, pursuant to Section 228 of the DGCL, and the officers of the Company are hereby authorized and directed to solicit and obtain such written consent.

RESOLUTION 8: APPOINTMENT OF DAVID HARGROVE TO THE BOARD OF DIRECTORS

RESOLVED, that David Hargrove, designated by Cobalt Ventures Fund III, LP as the initial Series Seed Preferred director pursuant to the Voting Agreement, is hereby appointed to the Board of Directors of the Company as a director, effective as of the closing of the Financing on February 9, 2026. Mr. Hargrove shall serve in such capacity until his successor is duly elected and qualified, or until his earlier death, resignation, removal, or disqualification, in accordance with the A&R Certificate, the A&R Bylaws, and the Voting Agreement.

FURTHER RESOLVED, that following Mr. Hargrove's appointment, the Board shall consist of three (3) directors: Dr. Priya Ramaswamy, Dr. Julian Ochoa, and David Hargrove, with two (2) additional independent director seats to be filled by mutual agreement of the holders of a majority of the outstanding Common Stock and the holders of a majority of the outstanding Series Seed Preferred Stock, in each case in accordance with the terms and provisions of the Voting Agreement.

FURTHER RESOLVED, that the Secretary of the Company is hereby directed to update the Company's records and filings to reflect the appointment of Mr. Hargrove to the Board.

RESOLUTION 9: APPROVAL OF AMENDED AND RESTATED BYLAWS

RESOLVED, that the Amended and Restated Bylaws of the Company (the "A&R Bylaws"), in substantially the form attached hereto as Exhibit L and presented to the Board, reflecting, among other things, the new board composition of five (5) directors, the establishment of a committee structure (including an Audit Committee and a Compensation Committee), updated indemnification and advancement of expenses provisions for directors and officers of the Company to the fullest extent permitted by the DGCL, and such other conforming and administrative changes as are necessary or advisable in connection with the Financing, be and hereby are adopted and approved in all respects, effective upon the closing of the Financing on February 9, 2026.

FURTHER RESOLVED, that the A&R Bylaws shall supersede and replace in their entirety the existing Bylaws of the Company as in effect immediately prior to the closing of the Financing.

RESOLUTION 10: AUTHORIZATION OF REGULATORY FILINGS

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, on behalf of the Company, the following notices, reports, and filings in connection with the Financing:

(a) Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission (the "SEC") within fifteen (15) days of the first sale of securities in the Financing (with a filing deadline of no later than February 24, 2026), reporting the sale of Series Seed Preferred Stock under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder;

(b) Blue sky notice filings in the States of California, Massachusetts, New York, and Texas, in each case as required by applicable state securities laws, regulations, and rules, including any required notice filings under the National Securities Markets Improvement Act of 1996, as amended, and payment of all associated filing fees; and

(c) Any other notices, filings, reports, or registrations as may be required by applicable federal, state, or local law, rule, or regulation in connection with the offer, sale, and issuance of the Series Seed Preferred Stock, the conversion of the Convertible Notes, or the other transactions contemplated by the Financing.

FURTHER RESOLVED, that the officers of the Company are authorized to engage such filing agents, counsel, or other service providers as may be necessary or appropriate to assist in the preparation and filing of the foregoing notices and reports.

RESOLUTION 11: ENGAGEMENT OF TRANSFER AGENT

RESOLVED, that the engagement of Ledgermark Transfer Services, Inc., a corporation with its principal office at 800 North King Street, Suite 302, Wilmington, Delaware 19801, as the Company's transfer agent and registrar in connection with the Series Seed Preferred Stock and the Common Stock of the Company, is hereby approved and ratified.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver a transfer agent agreement with Ledgermark Transfer Services, Inc. on such terms and conditions as such officers may deem reasonable and appropriate, and to provide Ledgermark Transfer Services, Inc. with all information and documentation necessary to enable it to perform its duties as transfer agent and registrar for the Company's securities.

RESOLUTION 12: DESIGNATION OF ESCROW AGENT

RESOLVED, that Granite Trust Company, N.A., a national banking association with its principal office at 1600 Market Street, 12th Floor, Philadelphia, Pennsylvania 19103 (relationship manager: Denise Fairbanks), is hereby approved and designated as the escrow agent for the closing funds in connection with the Financing, and the officers of the Company are hereby authorized and directed to execute and deliver the Escrow Agreement with Granite Trust Company, N.A. on the terms described in Resolution 4(g) above.

FURTHER RESOLVED, that the officers of the Company are authorized to provide such instructions, certifications, and other communications to Granite Trust Company, N.A. as may be necessary or appropriate to effectuate the deposit and release of the escrow funds in accordance with the terms of the Escrow Agreement.

RESOLUTION 13: LEGAL FEE REIMBURSEMENT

RESOLVED, that the Company is hereby authorized and directed to reimburse Cobalt Ventures Fund III, LP for its reasonable and documented legal fees and out-of-pocket expenses incurred in connection with the negotiation, documentation, due diligence, and closing of the Financing, including fees and expenses of its counsel, Calderwood & Harkness LLP, in an amount not to exceed Fifty Thousand Dollars ($50,000), payable at or promptly following the closing of the Financing.

FURTHER RESOLVED, that such reimbursement may be made by wire transfer, check, or by deducting such amount from the aggregate closing proceeds, at the mutual agreement of the Company and Cobalt.

RESOLUTION 14: PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTS

RESOLVED, that the Company is hereby authorized and directed to obtain executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") from all key employees, officers, consultants, and independent contractors of the Company, as a condition to the closing of the Financing and as a continuing obligation thereafter, in substantially the form attached hereto as Exhibit M and presented to the Board.

FURTHER RESOLVED, that the officers of the Company are authorized to make such modifications to the form of PIIA as may be necessary or appropriate to comply with applicable state laws governing employee inventions, non-competition, and non-solicitation, and to obtain the advice of the Company's outside counsel, Whitfield & Ames LLP, in connection therewith.

RESOLUTION 15: GENERAL AUTHORIZATION

RESOLVED, that each officer of the Company, including Dr. Priya Ramaswamy, in her capacity as Chief Executive Officer and President, and Dr. Julian Ochoa, in his capacity as Chief Technology Officer, is hereby authorized and empowered, in the name and on behalf of the Company, to execute, deliver, and perform any and all agreements, instruments, certificates, documents, and other writings, and to take any and all actions, as such officer may deem necessary, appropriate, or advisable in connection with the Financing and the transactions contemplated thereby, including, without limitation:

(a) The execution and delivery of the SPA, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Side Letter Agreement with Cobalt Ventures Fund III, LP, the Side Letter Agreement with Pinewood Health Ventures, LLC, the Indemnification Agreement with David Hargrove, the Escrow Agreement, the Founder Stock Restriction Agreement with Dr. Priya Ramaswamy, the Founder Stock Restriction Agreement with Dr. Julian Ochoa, and all other ancillary agreements, instruments, and documents contemplated by or incidental to the Financing;

(b) The execution and filing of the A&R Certificate with the Secretary of State of the State of Delaware and the payment of all associated filing fees;

(c) The preparation, execution, and filing of Form D (Notice of Exempt Offering of Securities) with the SEC and the preparation, execution, and filing of all blue sky notice filings in the States of California, Massachusetts, New York, and Texas, and in such other jurisdictions as may be necessary or required;

(d) The issuance of stock certificates, book-entry confirmations, or other evidence of ownership for the shares of Series Seed Preferred Stock issued in connection with the Financing and the conversion of the Convertible Notes, and the recording of all such issuances in the Company's stock ledger;

(e) The payment of legal fees, filing fees, transfer agent fees, escrow agent fees, and all other costs, fees, and expenses incurred by the Company in connection with the Financing;

(f) The opening of bank accounts, the establishment of wire transfer instructions, and the receipt and deposit of the aggregate closing proceeds; and

(g) The taking of any and all other actions, and the execution and delivery of any and all other documents, instruments, certificates, and agreements, as may be contemplated by, necessary for, or incidental to, the foregoing resolutions and the consummation of the Financing.

The execution and delivery by any officer of the Company of any such agreement, instrument, certificate, document, or other writing, or the taking of any such action, shall be conclusive evidence of the Board's approval thereof and of such officer's authority to execute and deliver the same or to take such action on behalf of the Company.

FURTHER RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the Financing and the matters described in these resolutions, including the negotiation of the terms of the Financing, the engagement of legal counsel and other advisors, the conduct of due diligence, and the preparation and distribution of offering materials, are hereby ratified, confirmed, and approved in all respects as actions duly authorized by the Board.

RESOLUTION 16: OMNIBUS RESOLUTION

RESOLVED, that any and all actions heretofore or hereafter taken by the officers and directors of the Company prior to the date hereof that are within the authority conferred by the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as the acts and deeds of the Company, with the same force and effect as if such actions had been taken pursuant to the specific prior authorization of the Board.

COUNTERPARTS AND EFFECTIVENESS

This Written Consent may be executed in one or more counterparts, including by means of facsimile or portable document format (.pdf) transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Written Consent shall be filed with the minutes of the proceedings of the Board and shall be effective as of February 9, 2026.

This Written Consent shall remain in full force and effect until the resolutions set forth herein have been fully performed and the transactions contemplated hereby have been consummated, or until otherwise modified or rescinded by a duly authorized action of the Board.

[Signature Page Follows]

SIGNATURE PAGE TO WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING

IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of February 9, 2026.

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Dr. Priya Ramaswamy Director