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

stockholder-consent.docx DOCUMENT M&A / Corporate

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WRITTEN CONSENT OF THE STOCKHOLDERS

OF MERIDIAN DIAGNOSTICS, INC.

IN LIEU OF A SPECIAL MEETING

Action by Written Consent in Lieu of a Special Meeting of the Stockholders Pursuant to Section 228 of the Delaware General Corporation Law

Effective Date: February 9, 2026

The undersigned stockholders of Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), holding the number of shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of the Company set forth opposite their respective names on the signature pages hereto, representing at least a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon, hereby consent to the adoption of the following resolutions and the taking of the actions set forth herein, effective as of February 9, 2026 (the "Effective Date"), without a meeting, without prior notice, and without a vote, in accordance with Section 228 of the Delaware General Corporation Law, as amended (the "DGCL"), and the Bylaws of the Company, as currently in effect. This action by written consent (this "Written Consent") shall have the same force and effect as if adopted at a duly called and constituted special meeting of the stockholders of the Company.

RECITALS

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on June 15, 2023, with its principal office located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142;

WHEREAS, the Company's Board of Directors (the "Board") has unanimously adopted resolutions (the "Board Resolutions"), true and correct copies of which have been provided to the undersigned stockholders, recommending that the stockholders of the Company approve the matters set forth below in connection with a Series Seed Preferred Stock financing (the "Financing");

WHEREAS, in connection with the Financing, the Company proposes to sell and issue shares of a newly created series of preferred stock, designated as Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a price per share of $2.6786 (the "Original Issue Price"), for aggregate gross proceeds of Twelve Million Dollars ($12,000,000), pursuant to a Series Seed Preferred Stock Purchase Agreement (the "Purchase Agreement") by and among the Company and the investors listed on the Schedule of Investors attached thereto (the "Investors"), including Cobalt Ventures Fund III, LP, Pinewood Health Ventures, LLC, Thornfield Capital Partners, LP, and Atlas Point Angel Syndicate, LLC;

WHEREAS, additionally, in connection with the Financing, the outstanding convertible promissory notes in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000) (plus accrued and unpaid interest thereon), issued pursuant to that certain Convertible Note Purchase Agreement, dated September 12, 2023 (the "Note Purchase Agreement"), by and among the Company and the noteholders named therein, including Dr. Margaret Liu and Clearwater Bridge Associates, LLC (collectively, the "Noteholders"), will convert into shares of Series Seed Preferred Stock at the applicable conversion price determined in accordance with the terms of the convertible promissory notes issued thereunder (the "Notes");

WHEREAS, as of the date hereof, the Company has 10,000,000 shares of Common Stock issued and outstanding, and no shares of Preferred Stock of any series or class issued and outstanding;

WHEREAS, the undersigned stockholders collectively hold 9,600,000 shares of Common Stock, representing approximately 96.0% of the outstanding shares of Common Stock of the Company and constituting more than the requisite majority needed to approve the actions contemplated herein under the DGCL and the Company's existing Certificate of Incorporation and Bylaws; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement or the Amended and Restated Certificate of Incorporation (as defined below), as applicable.

NOW, THEREFORE, the undersigned stockholders hereby adopt and approve the following resolutions:

RESOLUTION 1: APPROVAL AND ADOPTION 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 presented to the undersigned stockholders and attached hereto as Exhibit A, which form has been reviewed by each of the undersigned stockholders, is hereby approved and adopted in its entirety, such approval constituting the requisite stockholder approval required under Sections 242 and 245 of the DGCL for the amendment and restatement of the Company's Certificate of Incorporation.

The A&R Certificate provides for, among other things, the following material terms and provisions:

(a) Authorization of Series Seed Preferred Stock. The authorization of a new class of preferred stock, consisting of Series Seed Preferred Stock, with the rights, preferences, privileges, and restrictions as set forth in the A&R Certificate, including the designation, number of authorized shares, and terms applicable thereto.

(b) Liquidation Preference. A one-times (1x) non-participating liquidation preference in favor of the holders of the Series Seed Preferred Stock, entitling each holder thereof to receive, prior and in preference to any distribution to the holders of Common Stock upon any Liquidation Event (as defined in the A&R Certificate), an amount per share equal to the greater of (i) the Original Issue Price of $2.6786 per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events), plus all declared but unpaid dividends thereon, and (ii) such amount as would have been payable had all shares of Series Seed Preferred Stock been converted into shares of Common Stock immediately prior to such Liquidation Event.

(c) Anti-Dilution Protection. Broad-based weighted average anti-dilution protection for the Series Seed Preferred Stock, adjusting the conversion price in the event that the Company issues additional shares of equity securities at a price per share less than the then-applicable conversion price, subject to customary carve-outs for Excluded Stock (as defined in the A&R Certificate).

(d) Conversion Rights. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price by the then-applicable conversion price (initially on a one-for-one basis, subject to adjustment for anti-dilution and other customary adjustments). In addition, all outstanding shares of Series Seed Preferred Stock shall automatically convert into shares of Common Stock upon (i) the closing of a firm commitment underwritten initial public offering of the Company's Common Stock 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 (3x) the Original Issue Price, or (ii) the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.

(e) Protective Provisions. Protective provisions requiring the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock, voting as a separate class, for specified corporate actions, including without limitation:

(i) the creation, authorization, or issuance (or obligation to issue) any equity security (or 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 liquidation preference, dividends, redemption rights, or any other right or preference;

(ii) any amendment, modification, alteration, or repeal of any provision of the Company's Certificate of Incorporation (including the A&R Certificate) or Bylaws that adversely affects or changes the rights, preferences, privileges, or powers of the Series Seed Preferred Stock;

(iii) any declaration or payment of any dividend or other distribution (whether in cash, property, or securities of the Company) on, or any repurchase or redemption of, any shares of Common Stock or Preferred Stock (other than repurchases of unvested shares at cost upon termination of a service relationship);

(iv) any increase or decrease in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (as defined below) or any successor equity incentive plan, or any material amendment to the terms thereof;

(v) the incurrence, assumption, guarantee, or other creation of any indebtedness (including capital leases) in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outside the ordinary course of business;

(vi) any acquisition of, or investment in, another entity, business, or substantially all of the assets of another entity, whether by merger, consolidation, purchase, or otherwise, involving consideration (whether in cash, securities, assumption of liabilities, or otherwise) in excess of Five Hundred Thousand Dollars ($500,000); and

(vii) any transaction or series of related transactions between the Company and any officer, director, stockholder holding five percent (5%) or more of the Company's outstanding capital stock, or any affiliate of any of the foregoing, involving aggregate payments or consideration in excess of One Hundred Thousand Dollars ($100,000) (each, a "Related-Party Transaction").

(f) Voting Rights. Each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such holder's shares of Series Seed Preferred Stock are then convertible (as adjusted from time to time), and shall vote together with the holders of Common Stock as a single class on all matters submitted to a vote of stockholders, except as otherwise required by law or the A&R Certificate.

(g) Other Terms. Such other terms, conditions, rights, preferences, privileges, and restrictions as are set forth in the A&R Certificate, including provisions related to information rights, authorized share capital, and board observer rights.

FURTHER RESOLVED, that the officers of the Company, and each of them, are hereby authorized and directed to execute the A&R Certificate and to file the same with the Secretary of State of the State of Delaware on the date of the closing of the Financing (February 9, 2026), and to take all actions necessary, appropriate, or advisable to effectuate such filing, including the payment of all filing fees and related expenses.

RESOLUTION 2: APPROVAL OF THE SERIES SEED PREFERRED STOCK FINANCING

RESOLVED, that the Financing, including the sale and issuance by the Company of up to 4,479,981 shares of Series Seed Preferred Stock to the Investors at a price per share of $2.6786 (the Original Issue Price), for aggregate gross proceeds of Twelve Million Dollars ($12,000,000), pursuant to the Purchase Agreement, is hereby approved in all respects.

The Investors and their respective investment commitments, and the corresponding number of shares of Series Seed Preferred Stock to be purchased by each Investor, are as follows:

The Financing reflects a pre-money valuation of the Company of Thirty Million Dollars ($30,000,000) and, together with the aggregate investment proceeds of $12,000,000, a post-money valuation of the Company of Forty-Two Million Dollars ($42,000,000). The pre-money valuation is inclusive of all shares of Common Stock outstanding, all shares reserved for issuance under the 2024 Plan (as increased pursuant to Resolution 4 below), and all shares issuable upon conversion of the Notes.

FURTHER RESOLVED, that the execution, delivery, and performance by the Company of the Purchase Agreement and each of the ancillary transaction agreements contemplated thereby, including without limitation:

(a) the Investors' Rights Agreement, by and among the Company and the Investors and certain other stockholders named therein;

(b) the Right of First Refusal and Co-Sale Agreement, by and among the Company, the Investors, and certain key holders named therein;

(d) the Side Letter Agreements, if any, between the Company and individual Investors;

(e) the Indemnification Agreement, by and between the Company and each director and officer of the Company;

(f) the Escrow Agreement, by and among the Company, the Investors, and Granite Trust Company, N.A., as escrow agent; and

(g) all other documents, instruments, certificates, and agreements contemplated by or related to the Financing;

(collectively, the "Transaction Documents"), by the appropriate officers of the Company in such form as such officers deem necessary, appropriate, or advisable (with the advice of counsel), are hereby approved in all respects. The execution and delivery by any officer of the Company of any Transaction Document shall be conclusive evidence of such officer's determination that the form and substance thereof are necessary, appropriate, and advisable.

RESOLUTION 3: APPROVAL OF THE CONVERSION OF CONVERTIBLE PROMISSORY NOTES

RESOLVED, that the conversion of the outstanding convertible promissory notes issued pursuant to the Note Purchase Agreement, dated September 12, 2023, in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), plus accrued and unpaid simple interest thereon at the rate of 5.0% per annum through the closing date of February 9, 2026 (estimated accrued interest of $253,750, for a total conversion amount of approximately $2,353,750), into shares of Series Seed Preferred Stock at the effective conversion price of $2.1429 per share (reflecting a 20% discount to the Original Issue Price of $2.6786 per share), resulting in the issuance of approximately 1,098,362 shares of Series Seed Preferred Stock (subject to final calculation as of the closing date), is hereby approved in all respects.

The Noteholders and their respective principal amounts under the Notes are as follows:

For the avoidance of doubt, the conversion price applicable to the Notes has been determined as follows: (i) the discount conversion price is $2.1429 per share, calculated as the Original Issue Price of $2.6786 multiplied by (1 minus 20%), and (ii) the conversion cap price is $2.2321 per share, calculated by dividing the $25,000,000 pre-money valuation cap by 11,200,000 pre-money fully-diluted shares of the Company. Because the discount conversion price of $2.1429 is lower than the conversion cap price of $2.2321, the discount conversion price of $2.1429 per share applies as the effective conversion price for the Notes, in accordance with the terms thereof, which provide for conversion at the lower of the discount price and the cap price.

The shares of Series Seed Preferred Stock issued upon conversion of the Notes shall have the same rights, preferences, privileges, and restrictions as the shares of Series Seed Preferred Stock issued to the Investors pursuant to the Purchase Agreement.

RESOLUTION 4: APPROVAL OF INCREASE IN SHARES RESERVED UNDER THE 2024 EQUITY INCENTIVE PLAN

RESOLVED, that the increase of 1,200,000 shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (the "2024 Plan"), which was originally adopted by the Board and approved by the stockholders of the Company on March 1, 2024, is hereby approved.

Following such increase, the total number of shares of Common Stock authorized and reserved for issuance under the 2024 Plan shall be 1,600,000 shares, consisting of the original 400,000 shares authorized thereunder plus the 1,200,000 share increase approved hereby. Of such total of 1,600,000 shares, 175,000 shares are currently subject to outstanding option grants to employees and service providers of the Company, leaving 1,425,000 shares available for future issuance under the 2024 Plan in the form of stock options, restricted stock awards, restricted stock units, and such other awards as the Board (or a committee thereof) may authorize from time to time in accordance with the terms of the 2024 Plan.

The undersigned stockholders acknowledge and agree that any future increase in the number of shares reserved for issuance under the 2024 Plan beyond the 1,600,000 shares authorized hereby shall require the prior written consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock, in accordance with the protective provisions set forth in the A&R Certificate.

RESOLUTION 5: APPROVAL OF BOARD COMPOSITION UNDER VOTING AGREEMENT

RESOLVED, that the board composition set forth in the Voting Agreement, a Transaction Document to be entered into by the Company, the Investors, and the Key Holders (as defined therein) in connection with the Financing, providing for a Board of Directors consisting of five (5) members constituted as follows, is hereby approved:

(a) Common Stock Directors. Two (2) directors designated by the holders of a majority of the shares of Common Stock held by the Key Holders (initially Dr. Priya Ramaswamy and Dr. Julian Ochoa, in their capacity as founders of the Company);

(b) Series Seed Preferred Stock Director. One (1) director designated by the holders of a majority of the outstanding shares of Series Seed Preferred Stock (initially David Hargrove, as the designee of Cobalt Ventures Fund III, LP, the lead investor in the Financing); and

(c) Independent Directors. Two (2) independent directors, who shall not be employees, officers, or affiliates of the Company or any Investor, mutually agreed upon by (i) the holders of a majority of the shares of Common Stock held by the Key Holders and (ii) the holders of a majority of the outstanding shares of Series Seed Preferred Stock, such independent directors to be identified and appointed within ninety (90) days following the closing of the Financing.

The undersigned stockholders acknowledge that the Voting Agreement imposes obligations on all parties thereto with respect to the election and removal of directors, and that each undersigned stockholder who becomes a party to the Voting Agreement will be bound by the terms thereof.

FURTHER RESOLVED, that the drag-along provisions contained in the Voting Agreement, providing that in the event of a Deemed Liquidation Event or sale of the Company approved by (i) the Board, (ii) the holders of a majority of the outstanding shares of Series Seed Preferred Stock, and (iii) the holders of a majority of the shares of Common Stock held by the Key Holders, all stockholders who are parties to the Voting Agreement shall be required to vote in favor of, consent to, and not oppose or impede such transaction, subject to a minimum transaction value threshold of Eighty-Four Million Dollars ($84,000,000) (representing two times (2x) the post-money valuation of $42,000,000), are hereby approved.

RESOLUTION 6: APPROVAL OF FOUNDER STOCK RESTRICTION AGREEMENTS

RESOLVED, that the execution and delivery of the Founder Stock Restriction Agreements (the "Restriction Agreements"), in substantially the forms presented to the undersigned stockholders, by and between the Company and each of the following founders, are hereby approved:

(a) Dr. Priya Ramaswamy, with respect to 5,500,000 shares of Common Stock held by Dr. Ramaswamy, subject to a four-year reverse vesting schedule with a one-year cliff (with 25% of such shares vesting on the first anniversary of the Vesting Commencement Date (as defined below) and the remaining 75% of such shares vesting in equal monthly installments over the following thirty-six (36) months), with a Vesting Commencement Date of June 15, 2023 (the date of the Company's incorporation); and

(b) Dr. Julian Ochoa, with respect to 3,500,000 shares of Common Stock held by Dr. Ochoa, subject to a four-year reverse vesting schedule with a one-year cliff (with 25% of such shares vesting on the first anniversary of the Vesting Commencement Date and the remaining 75% of such shares vesting in equal monthly installments over the following thirty-six (36) months), with a Vesting Commencement Date of June 15, 2023 (the date of the Company's incorporation).

Each Restriction Agreement shall provide that, upon the termination of the applicable founder's service relationship with the Company (whether as an officer, employee, director, or consultant) for any reason, with or without cause, the Company shall have the right to repurchase any unvested shares of Common Stock at the original purchase price paid by the applicable founder (or, if issued for no consideration, at par value per share), upon the terms and conditions set forth in the Restriction Agreement. The undersigned stockholders acknowledge that, as of the Effective Date, each founder has completed approximately twenty (20) months of continuous service with the Company since the Vesting Commencement Date of June 15, 2023, and accordingly, 25% of each founder's shares have fully vested as of the one-year cliff date and an additional portion has vested during the subsequent months in accordance with the monthly vesting schedule.

RESOLUTION 7: APPROVAL OF AMENDED AND RESTATED BYLAWS

RESOLVED, that the Amended and Restated Bylaws of the Company (the "A&R Bylaws"), in substantially the form presented to the undersigned stockholders, which A&R Bylaws reflect, among other things, the new five-member Board composition contemplated by the Voting Agreement, the establishment of committee structures (including an Audit Committee and a Compensation Committee), updated indemnification and advancement of expenses provisions for directors and officers of the Company, and such other amendments and updates as are consistent with the Financing and the Transaction Documents, are hereby approved and adopted, effective as of the closing of the Financing.

FURTHER RESOLVED, that upon the effectiveness of the A&R Bylaws, the existing Bylaws of the Company, as heretofore in effect, shall be superseded and replaced in their entirety by the A&R Bylaws.

RESOLUTION 8: APPROVAL OF REGULATORY FILINGS

RESOLVED, that the officers of the Company, and each of them, are hereby authorized and directed to prepare and file 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 connection with the Financing (with a filing deadline of February 24, 2026), in connection with the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), relied upon by the Company under Regulation D, Rule 506(b) promulgated thereunder, and to amend such Form D from time to time as may be required by applicable law or regulation.

FURTHER RESOLVED, that the officers of the Company, and each of them, are hereby authorized and directed to make all required blue sky notice filings, pay all required filing fees, and submit all required applications and notices in the states of California, Massachusetts, New York, and Texas, and in such other jurisdictions as may be required under applicable state securities laws and regulations in connection with the offer, sale, and issuance of the Series Seed Preferred Stock and the shares of Common Stock issuable upon conversion thereof, and to take all other actions necessary or advisable to comply with applicable federal and state securities laws.

RESOLUTION 9: APPROVAL OF LEGAL FEE REIMBURSEMENT

RESOLVED, that the reimbursement by the Company to Cobalt Ventures Fund III, LP (or its designee, including its legal counsel) of reasonable legal fees and expenses actually incurred in connection with the negotiation, documentation, and closing of the Financing and the Transaction Documents, in an amount not to exceed Fifty Thousand Dollars ($50,000), which amount shall be paid at the closing of the Financing from the gross proceeds thereof or within ten (10) business days thereafter, is hereby approved. Such reimbursement is consistent with customary practice in venture capital financings of this nature and has been reviewed and approved by the Board.

GENERAL AUTHORITY RESOLUTION

RESOLVED, that the officers 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, and each of them individually (each, an "Authorized Officer"), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute, deliver, file, record, and perform any and all agreements, instruments, documents, certificates, consents, affidavits, and filings, and to take any and all actions, as any such Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the approval of each such action to be conclusively evidenced by the execution and delivery thereof or the taking of such action by such Authorized Officer, including but not limited to:

(a) filing the A&R Certificate with the Secretary of State of the State of Delaware, and paying all required filing fees in connection therewith;

(b) executing and delivering each of the Transaction Documents, including the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Indemnification Agreement, the Escrow Agreement, and all ancillary documents and agreements, in the name and on behalf of the Company;

(c) issuing stock certificates or book-entry shares representing the shares of Series Seed Preferred Stock to be sold to the Investors pursuant to the Purchase Agreement and issued to the Noteholders upon conversion of the Notes, and making such notations on the Company's books and stock ledger as may be necessary or appropriate in connection therewith;

(d) engaging Ledgermark Transfer Services, Inc. as the Company's transfer agent for the shares of capital stock of the Company, and authorizing such transfer agent to take all actions necessary or appropriate in connection with the issuance, transfer, and recordation of shares in connection with the Financing;

(e) cooperating with Granite Trust Company, N.A., in its capacity as escrow agent under the Escrow Agreement, in connection with the deposit, holding, and release of closing funds and any holdback amounts in connection with the Financing;

(f) making all governmental filings, obtaining all governmental approvals, paying all fees, and taking all other actions required or advisable in connection with the foregoing, including the filing of the Form D with the SEC and all required blue sky filings; and

(g) taking any and all further actions, and executing and delivering any and all further documents, instruments, and certificates, as any Authorized Officer may deem necessary, appropriate, or advisable to fully carry out the intent and purposes of each and every one of the foregoing resolutions.

FURTHER RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with the matters approved herein, including the negotiation of the Transaction Documents, the engagement of legal counsel, accountants, and other advisors, the coordination of due diligence, and the preparation and circulation of documents to the undersigned stockholders, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.

EFFECTIVENESS AND MISCELLANEOUS PROVISIONS

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Facsimile, scanned, and electronically transmitted signatures (including signatures delivered by PDF or other electronic transmission) shall be deemed to be original signatures for all purposes, and any party delivering such a signature by electronic transmission shall thereafter promptly deliver an original signed counterpart to the Company if so requested by the Company.

This Written Consent shall be effective as of the date first written above, February 9, 2026, and shall be filed with the records of the proceedings of the stockholders of the Company maintained by the Secretary of the Company at the Company's principal office. This Written Consent shall be irrevocable upon execution and delivery by the undersigned stockholders.

Pursuant to Section 228(e) of the DGCL, any stockholder of the Company who has not signed this Written Consent shall be given prompt notice of the corporate actions approved herein, which notice shall be provided by the Secretary of the Company or any other officer of the Company within ten (10) days of the effective date of this Written Consent, in accordance with the notice provisions of the DGCL and the Company's Bylaws. Such notice shall describe the material terms of the actions approved herein and shall inform the non-signing stockholder(s) that the actions have been authorized by written consent of the stockholders holding the requisite number of shares.

This Written Consent may be delivered by electronic transmission (including by email attachment in PDF format or by other reliable electronic means) and any such delivery shall be deemed effective as delivery of an original signed document. The Company shall maintain the originally executed signature pages (or copies thereof received by electronic transmission) as part of the Company's permanent corporate records.

[Remainder of this page intentionally left blank; signature pages follow.]

SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING

IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the date set forth below.

________________________________________

Name: Dr. Priya Ramaswamy Title: Co-Founder, Chief Executive Officer & President Number of Shares of Common Stock Held: 5,500,000 Percentage of Outstanding Common Stock: 55.0% Date: February 9, 2026

SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING

________________________________________

Name: Dr. Julian Ochoa Title: Co-Founder, Chief Technology Officer Number of Shares of Common Stock Held: 3,500,000 Percentage of Outstanding Common Stock: 35.0% Date: February 9, 2026

SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING

________________________________________

Name: Nadia Chen Title: Vice President of Operations Number of Shares of Common Stock Held: 600,000 (Subject to a four-year vesting schedule with a one-year cliff and monthly vesting thereafter pursuant to the Company's 2024 Equity Incentive Plan; approximately eighteen (18) months vested as of the date hereof) Percentage of Outstanding Common Stock: 6.0% Date: February 9, 2026

SUMMARY OF STOCKHOLDER APPROVAL

The following table sets forth a summary of the shares of Common Stock represented by this Written Consent and the requisite stockholder approval required for the actions approved herein:

The undersigned stockholders, collectively holding 9,600,000 shares of Common Stock, constituting 96.0% of the outstanding shares of Common Stock, which exceeds the majority required under Section 228 of the DGCL and the Company's Certificate of Incorporation and Bylaws, hereby confirm that the requisite stockholder approval for each of the resolutions set forth in this Written Consent has been obtained.

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERIDIAN DIAGNOSTICS, INC.

[Form of Amended and Restated Certificate of Incorporation attached hereto]

Investor	Investment Amount	Shares of Series Seed Preferred Stock
Cobalt Ventures Fund III, LP	$7,200,000	2,687,989
Pinewood Health Ventures, LLC	$2,400,000	895,996
Thornfield Capital Partners, LP	$1,800,000	671,997
Atlas Point Angel Syndicate, LLC	$600,000	223,999
Total	$12,000,000	4,479,981
Noteholder	Principal Amount
Dr. Margaret Liu	$1,200,000
Clearwater Bridge Associates, LLC	$900,000
Total	$2,100,000
Item	Number of Shares / Percentage
Total shares of Common Stock issued and outstanding as of the Effective Date	10,000,000
Total shares of Common Stock represented by this Written Consent	9,600,000
Percentage of outstanding Common Stock represented by this Written Consent	96.0%
Requisite stockholder approval required under the DGCL	Majority of outstanding shares of Common Stock entitled to vote (i.e., more than 5,000,000 shares)
Requisite stockholder approval satisfied?	Yes

WRITTEN CONSENT OF THE STOCKHOLDERS
OF MERIDIAN DIAGNOSTICS, INC.
IN LIEU OF A SPECIAL MEETING
Action by Written Consent in Lieu of a Special Meeting of the Stockholders Pursuant to Section 228 of the Delaware General Corporation Law
Effective Date: February 9, 2026
The undersigned stockholders of Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), holding the number of shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of the Company set forth opposite their respective names on the signature pages hereto, representing at least a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon, hereby consent to the adoption of the following resolutions and the taking of the actions set forth herein, effective as of February 9, 2026 (the "Effective Date"), without a meeting, without prior notice, and without a vote, in accordance with Section 228 of the Delaware General Corporation Law, as amended (the "DGCL"), and the Bylaws of the Company, as currently in effect. This action by written consent (this "Written Consent") shall have the same force and effect as if adopted at a duly called and constituted special meeting of the stockholders of the Company.
RECITALS
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on June 15, 2023, with its principal office located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142;
WHEREAS, the Company's Board of Directors (the "Board") has unanimously adopted resolutions (the "Board Resolutions"), true and correct copies of which have been provided to the undersigned stockholders, recommending that the stockholders of the Company approve the matters set forth below in connection with a Series Seed Preferred Stock financing (the "Financing");
WHEREAS, in connection with the Financing, the Company proposes to sell and issue shares of a newly created series of preferred stock, designated as Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a price per share of $2.6786 (the "Original Issue Price"), for aggregate gross proceeds of Twelve Million Dollars ($12,000,000), pursuant to a Series Seed Preferred Stock Purchase Agreement (the "Purchase Agreement") by and among the Company and the investors listed on the Schedule of Investors attached thereto (the "Investors"), including Cobalt Ventures Fund III, LP, Pinewood Health Ventures, LLC, Thornfield Capital Partners, LP, and Atlas Point Angel Syndicate, LLC;
WHEREAS, additionally, in connection with the Financing, the outstanding convertible promissory notes in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000) (plus accrued and unpaid interest thereon), issued pursuant to that certain Convertible Note Purchase Agreement, dated September 12, 2023 (the "Note Purchase Agreement"), by and among the Company and the noteholders named therein, including Dr. Margaret Liu and Clearwater Bridge Associates, LLC (collectively, the "Noteholders"), will convert into shares of Series Seed Preferred Stock at the applicable conversion price determined in accordance with the terms of the convertible promissory notes issued thereunder (the "Notes");
WHEREAS, as of the date hereof, the Company has 10,000,000 shares of Common Stock issued and outstanding, and no shares of Preferred Stock of any series or class issued and outstanding;
WHEREAS, the undersigned stockholders collectively hold 9,600,000 shares of Common Stock, representing approximately 96.0% of the outstanding shares of Common Stock of the Company and constituting more than the requisite majority needed to approve the actions contemplated herein under the DGCL and the Company's existing Certificate of Incorporation and Bylaws; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement or the Amended and Restated Certificate of Incorporation (as defined below), as applicable.
NOW, THEREFORE, the undersigned stockholders hereby adopt and approve the following resolutions:
RESOLUTION 1: APPROVAL AND ADOPTION 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 presented to the undersigned stockholders and attached hereto as Exhibit A, which form has been reviewed by each of the undersigned stockholders, is hereby approved and adopted in its entirety, such approval constituting the requisite stockholder approval required under Sections 242 and 245 of the DGCL for the amendment and restatement of the Company's Certificate of Incorporation.
The A&R Certificate provides for, among other things, the following material terms and provisions:
(a) Authorization of Series Seed Preferred Stock. The authorization of a new class of preferred stock, consisting of Series Seed Preferred Stock, with the rights, preferences, privileges, and restrictions as set forth in the A&R Certificate, including the designation, number of authorized shares, and terms applicable thereto.
(b) Liquidation Preference. A one-times (1x) non-participating liquidation preference in favor of the holders of the Series Seed Preferred Stock, entitling each holder thereof to receive, prior and in preference to any distribution to the holders of Common Stock upon any Liquidation Event (as defined in the A&R Certificate), an amount per share equal to the greater of (i) the Original Issue Price of $2.6786 per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events), plus all declared but unpaid dividends thereon, and (ii) such amount as would have been payable had all shares of Series Seed Preferred Stock been converted into shares of Common Stock immediately prior to such Liquidation Event.
(c) Anti-Dilution Protection. Broad-based weighted average anti-dilution protection for the Series Seed Preferred Stock, adjusting the conversion price in the event that the Company issues additional shares of equity securities at a price per share less than the then-applicable conversion price, subject to customary carve-outs for Excluded Stock (as defined in the A&R Certificate).
(d) Conversion Rights. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price by the then-applicable conversion price (initially on a one-for-one basis, subject to adjustment for anti-dilution and other customary adjustments). In addition, all outstanding shares of Series Seed Preferred Stock shall automatically convert into shares of Common Stock upon (i) the closing of a firm commitment underwritten initial public offering of the Company's Common Stock 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 (3x) the Original Issue Price, or (ii) the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.
(e) Protective Provisions. Protective provisions requiring the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock, voting as a separate class, for specified corporate actions, including without limitation:
(i) the creation, authorization, or issuance (or obligation to issue) any equity security (or 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 liquidation preference, dividends, redemption rights, or any other right or preference;
(ii) any amendment, modification, alteration, or repeal of any provision of the Company's Certificate of Incorporation (including the A&R Certificate) or Bylaws that adversely affects or changes the rights, preferences, privileges, or powers of the Series Seed Preferred Stock;
(iii) any declaration or payment of any dividend or other distribution (whether in cash, property, or securities of the Company) on, or any repurchase or redemption of, any shares of Common Stock or Preferred Stock (other than repurchases of unvested shares at cost upon termination of a service relationship);
(iv) any increase or decrease in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (as defined below) or any successor equity incentive plan, or any material amendment to the terms thereof;
(v) the incurrence, assumption, guarantee, or other creation of any indebtedness (including capital leases) in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outside the ordinary course of business;
(vi) any acquisition of, or investment in, another entity, business, or substantially all of the assets of another entity, whether by merger, consolidation, purchase, or otherwise, involving consideration (whether in cash, securities, assumption of liabilities, or otherwise) in excess of Five Hundred Thousand Dollars ($500,000); and
(vii) any transaction or series of related transactions between the Company and any officer, director, stockholder holding five percent (5%) or more of the Company's outstanding capital stock, or any affiliate of any of the foregoing, involving aggregate payments or consideration in excess of One Hundred Thousand Dollars ($100,000) (each, a "Related-Party Transaction").
(f) Voting Rights. Each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such holder's shares of Series Seed Preferred Stock are then convertible (as adjusted from time to time), and shall vote together with the holders of Common Stock as a single class on all matters submitted to a vote of stockholders, except as otherwise required by law or the A&R Certificate.
(g) Other Terms. Such other terms, conditions, rights, preferences, privileges, and restrictions as are set forth in the A&R Certificate, including provisions related to information rights, authorized share capital, and board observer rights.
FURTHER RESOLVED, that the officers of the Company, and each of them, are hereby authorized and directed to execute the A&R Certificate and to file the same with the Secretary of State of the State of Delaware on the date of the closing of the Financing (February 9, 2026), and to take all actions necessary, appropriate, or advisable to effectuate such filing, including the payment of all filing fees and related expenses.
RESOLUTION 2: APPROVAL OF THE SERIES SEED PREFERRED STOCK FINANCING
RESOLVED, that the Financing, including the sale and issuance by the Company of up to 4,479,981 shares of Series Seed Preferred Stock to the Investors at a price per share of $2.6786 (the Original Issue Price), for aggregate gross proceeds of Twelve Million Dollars ($12,000,000), pursuant to the Purchase Agreement, is hereby approved in all respects.
The Investors and their respective investment commitments, and the corresponding number of shares of Series Seed Preferred Stock to be purchased by each Investor, are as follows:
The Financing reflects a pre-money valuation of the Company of Thirty Million Dollars ($30,000,000) and, together with the aggregate investment proceeds of $12,000,000, a post-money valuation of the Company of Forty-Two Million Dollars ($42,000,000). The pre-money valuation is inclusive of all shares of Common Stock outstanding, all shares reserved for issuance under the 2024 Plan (as increased pursuant to Resolution 4 below), and all shares issuable upon conversion of the Notes.
FURTHER RESOLVED, that the execution, delivery, and performance by the Company of the Purchase Agreement and each of the ancillary transaction agreements contemplated thereby, including without limitation:
(a) the Investors' Rights Agreement, by and among the Company and the Investors and certain other stockholders named therein;
(b) the Right of First Refusal and Co-Sale Agreement, by and among the Company, the Investors, and certain key holders named therein;
(c) the Voting Agreement, by and among the Company, the Investors, and certain other stockholders named therein;
(d) the Side Letter Agreements, if any, between the Company and individual Investors;
(e) the Indemnification Agreement, by and between the Company and each director and officer of the Company;
(f) the Escrow Agreement, by and among the Company, the Investors, and Granite Trust Company, N.A., as escrow agent; and
(g) all other documents, instruments, certificates, and agreements contemplated by or related to the Financing;
(collectively, the "Transaction Documents"), by the appropriate officers of the Company in such form as such officers deem necessary, appropriate, or advisable (with the advice of counsel), are hereby approved in all respects. The execution and delivery by any officer of the Company of any Transaction Document shall be conclusive evidence of such officer's determination that the form and substance thereof are necessary, appropriate, and advisable.
RESOLUTION 3: APPROVAL OF THE CONVERSION OF CONVERTIBLE PROMISSORY NOTES
RESOLVED, that the conversion of the outstanding convertible promissory notes issued pursuant to the Note Purchase Agreement, dated September 12, 2023, in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), plus accrued and unpaid simple interest thereon at the rate of 5.0% per annum through the closing date of February 9, 2026 (estimated accrued interest of $253,750, for a total conversion amount of approximately $2,353,750), into shares of Series Seed Preferred Stock at the effective conversion price of $2.1429 per share (reflecting a 20% discount to the Original Issue Price of $2.6786 per share), resulting in the issuance of approximately 1,098,362 shares of Series Seed Preferred Stock (subject to final calculation as of the closing date), is hereby approved in all respects.
The Noteholders and their respective principal amounts under the Notes are as follows:
For the avoidance of doubt, the conversion price applicable to the Notes has been determined as follows: (i) the discount conversion price is $2.1429 per share, calculated as the Original Issue Price of $2.6786 multiplied by (1 minus 20%), and (ii) the conversion cap price is $2.2321 per share, calculated by dividing the $25,000,000 pre-money valuation cap by 11,200,000 pre-money fully-diluted shares of the Company. Because the discount conversion price of $2.1429 is lower than the conversion cap price of $2.2321, the discount conversion price of $2.1429 per share applies as the effective conversion price for the Notes, in accordance with the terms thereof, which provide for conversion at the lower of the discount price and the cap price.
The shares of Series Seed Preferred Stock issued upon conversion of the Notes shall have the same rights, preferences, privileges, and restrictions as the shares of Series Seed Preferred Stock issued to the Investors pursuant to the Purchase Agreement.
RESOLUTION 4: APPROVAL OF INCREASE IN SHARES RESERVED UNDER THE 2024 EQUITY INCENTIVE PLAN
RESOLVED, that the increase of 1,200,000 shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (the "2024 Plan"), which was originally adopted by the Board and approved by the stockholders of the Company on March 1, 2024, is hereby approved.
Following such increase, the total number of shares of Common Stock authorized and reserved for issuance under the 2024 Plan shall be 1,600,000 shares, consisting of the original 400,000 shares authorized thereunder plus the 1,200,000 share increase approved hereby. Of such total of 1,600,000 shares, 175,000 shares are currently subject to outstanding option grants to employees and service providers of the Company, leaving 1,425,000 shares available for future issuance under the 2024 Plan in the form of stock options, restricted stock awards, restricted stock units, and such other awards as the Board (or a committee thereof) may authorize from time to time in accordance with the terms of the 2024 Plan.
The undersigned stockholders acknowledge and agree that any future increase in the number of shares reserved for issuance under the 2024 Plan beyond the 1,600,000 shares authorized hereby shall require the prior written consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock, in accordance with the protective provisions set forth in the A&R Certificate.
RESOLUTION 5: APPROVAL OF BOARD COMPOSITION UNDER VOTING AGREEMENT
RESOLVED, that the board composition set forth in the Voting Agreement, a Transaction Document to be entered into by the Company, the Investors, and the Key Holders (as defined therein) in connection with the Financing, providing for a Board of Directors consisting of five (5) members constituted as follows, is hereby approved:
(a) Common Stock Directors. Two (2) directors designated by the holders of a majority of the shares of Common Stock held by the Key Holders (initially Dr. Priya Ramaswamy and Dr. Julian Ochoa, in their capacity as founders of the Company);
(b) Series Seed Preferred Stock Director. One (1) director designated by the holders of a majority of the outstanding shares of Series Seed Preferred Stock (initially David Hargrove, as the designee of Cobalt Ventures Fund III, LP, the lead investor in the Financing); and
(c) Independent Directors. Two (2) independent directors, who shall not be employees, officers, or affiliates of the Company or any Investor, mutually agreed upon by (i) the holders of a majority of the shares of Common Stock held by the Key Holders and (ii) the holders of a majority of the outstanding shares of Series Seed Preferred Stock, such independent directors to be identified and appointed within ninety (90) days following the closing of the Financing.
The undersigned stockholders acknowledge that the Voting Agreement imposes obligations on all parties thereto with respect to the election and removal of directors, and that each undersigned stockholder who becomes a party to the Voting Agreement will be bound by the terms thereof.
FURTHER RESOLVED, that the drag-along provisions contained in the Voting Agreement, providing that in the event of a Deemed Liquidation Event or sale of the Company approved by (i) the Board, (ii) the holders of a majority of the outstanding shares of Series Seed Preferred Stock, and (iii) the holders of a majority of the shares of Common Stock held by the Key Holders, all stockholders who are parties to the Voting Agreement shall be required to vote in favor of, consent to, and not oppose or impede such transaction, subject to a minimum transaction value threshold of Eighty-Four Million Dollars ($84,000,000) (representing two times (2x) the post-money valuation of $42,000,000), are hereby approved.
RESOLUTION 6: APPROVAL OF FOUNDER STOCK RESTRICTION AGREEMENTS
RESOLVED, that the execution and delivery of the Founder Stock Restriction Agreements (the "Restriction Agreements"), in substantially the forms presented to the undersigned stockholders, by and between the Company and each of the following founders, are hereby approved:
(a) Dr. Priya Ramaswamy, with respect to 5,500,000 shares of Common Stock held by Dr. Ramaswamy, subject to a four-year reverse vesting schedule with a one-year cliff (with 25% of such shares vesting on the first anniversary of the Vesting Commencement Date (as defined below) and the remaining 75% of such shares vesting in equal monthly installments over the following thirty-six (36) months), with a Vesting Commencement Date of June 15, 2023 (the date of the Company's incorporation); and
(b) Dr. Julian Ochoa, with respect to 3,500,000 shares of Common Stock held by Dr. Ochoa, subject to a four-year reverse vesting schedule with a one-year cliff (with 25% of such shares vesting on the first anniversary of the Vesting Commencement Date and the remaining 75% of such shares vesting in equal monthly installments over the following thirty-six (36) months), with a Vesting Commencement Date of June 15, 2023 (the date of the Company's incorporation).
Each Restriction Agreement shall provide that, upon the termination of the applicable founder's service relationship with the Company (whether as an officer, employee, director, or consultant) for any reason, with or without cause, the Company shall have the right to repurchase any unvested shares of Common Stock at the original purchase price paid by the applicable founder (or, if issued for no consideration, at par value per share), upon the terms and conditions set forth in the Restriction Agreement. The undersigned stockholders acknowledge that, as of the Effective Date, each founder has completed approximately twenty (20) months of continuous service with the Company since the Vesting Commencement Date of June 15, 2023, and accordingly, 25% of each founder's shares have fully vested as of the one-year cliff date and an additional portion has vested during the subsequent months in accordance with the monthly vesting schedule.
RESOLUTION 7: APPROVAL OF AMENDED AND RESTATED BYLAWS
RESOLVED, that the Amended and Restated Bylaws of the Company (the "A&R Bylaws"), in substantially the form presented to the undersigned stockholders, which A&R Bylaws reflect, among other things, the new five-member Board composition contemplated by the Voting Agreement, the establishment of committee structures (including an Audit Committee and a Compensation Committee), updated indemnification and advancement of expenses provisions for directors and officers of the Company, and such other amendments and updates as are consistent with the Financing and the Transaction Documents, are hereby approved and adopted, effective as of the closing of the Financing.
FURTHER RESOLVED, that upon the effectiveness of the A&R Bylaws, the existing Bylaws of the Company, as heretofore in effect, shall be superseded and replaced in their entirety by the A&R Bylaws.
RESOLUTION 8: APPROVAL OF REGULATORY FILINGS
RESOLVED, that the officers of the Company, and each of them, are hereby authorized and directed to prepare and file 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 connection with the Financing (with a filing deadline of February 24, 2026), in connection with the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), relied upon by the Company under Regulation D, Rule 506(b) promulgated thereunder, and to amend such Form D from time to time as may be required by applicable law or regulation.
FURTHER RESOLVED, that the officers of the Company, and each of them, are hereby authorized and directed to make all required blue sky notice filings, pay all required filing fees, and submit all required applications and notices in the states of California, Massachusetts, New York, and Texas, and in such other jurisdictions as may be required under applicable state securities laws and regulations in connection with the offer, sale, and issuance of the Series Seed Preferred Stock and the shares of Common Stock issuable upon conversion thereof, and to take all other actions necessary or advisable to comply with applicable federal and state securities laws.
RESOLUTION 9: APPROVAL OF LEGAL FEE REIMBURSEMENT
RESOLVED, that the reimbursement by the Company to Cobalt Ventures Fund III, LP (or its designee, including its legal counsel) of reasonable legal fees and expenses actually incurred in connection with the negotiation, documentation, and closing of the Financing and the Transaction Documents, in an amount not to exceed Fifty Thousand Dollars ($50,000), which amount shall be paid at the closing of the Financing from the gross proceeds thereof or within ten (10) business days thereafter, is hereby approved. Such reimbursement is consistent with customary practice in venture capital financings of this nature and has been reviewed and approved by the Board.
GENERAL AUTHORITY RESOLUTION
RESOLVED, that the officers 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, and each of them individually (each, an "Authorized Officer"), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute, deliver, file, record, and perform any and all agreements, instruments, documents, certificates, consents, affidavits, and filings, and to take any and all actions, as any such Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the approval of each such action to be conclusively evidenced by the execution and delivery thereof or the taking of such action by such Authorized Officer, including but not limited to:
(a) filing the A&R Certificate with the Secretary of State of the State of Delaware, and paying all required filing fees in connection therewith;
(b) executing and delivering each of the Transaction Documents, including the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Indemnification Agreement, the Escrow Agreement, and all ancillary documents and agreements, in the name and on behalf of the Company;
(c) issuing stock certificates or book-entry shares representing the shares of Series Seed Preferred Stock to be sold to the Investors pursuant to the Purchase Agreement and issued to the Noteholders upon conversion of the Notes, and making such notations on the Company's books and stock ledger as may be necessary or appropriate in connection therewith;
(d) engaging Ledgermark Transfer Services, Inc. as the Company's transfer agent for the shares of capital stock of the Company, and authorizing such transfer agent to take all actions necessary or appropriate in connection with the issuance, transfer, and recordation of shares in connection with the Financing;
(e) cooperating with Granite Trust Company, N.A., in its capacity as escrow agent under the Escrow Agreement, in connection with the deposit, holding, and release of closing funds and any holdback amounts in connection with the Financing;
(f) making all governmental filings, obtaining all governmental approvals, paying all fees, and taking all other actions required or advisable in connection with the foregoing, including the filing of the Form D with the SEC and all required blue sky filings; and
(g) taking any and all further actions, and executing and delivering any and all further documents, instruments, and certificates, as any Authorized Officer may deem necessary, appropriate, or advisable to fully carry out the intent and purposes of each and every one of the foregoing resolutions.
FURTHER RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with the matters approved herein, including the negotiation of the Transaction Documents, the engagement of legal counsel, accountants, and other advisors, the coordination of due diligence, and the preparation and circulation of documents to the undersigned stockholders, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.
EFFECTIVENESS AND MISCELLANEOUS PROVISIONS
This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Facsimile, scanned, and electronically transmitted signatures (including signatures delivered by PDF or other electronic transmission) shall be deemed to be original signatures for all purposes, and any party delivering such a signature by electronic transmission shall thereafter promptly deliver an original signed counterpart to the Company if so requested by the Company.
This Written Consent shall be effective as of the date first written above, February 9, 2026, and shall be filed with the records of the proceedings of the stockholders of the Company maintained by the Secretary of the Company at the Company's principal office. This Written Consent shall be irrevocable upon execution and delivery by the undersigned stockholders.
Pursuant to Section 228(e) of the DGCL, any stockholder of the Company who has not signed this Written Consent shall be given prompt notice of the corporate actions approved herein, which notice shall be provided by the Secretary of the Company or any other officer of the Company within ten (10) days of the effective date of this Written Consent, in accordance with the notice provisions of the DGCL and the Company's Bylaws. Such notice shall describe the material terms of the actions approved herein and shall inform the non-signing stockholder(s) that the actions have been authorized by written consent of the stockholders holding the requisite number of shares.
This Written Consent may be delivered by electronic transmission (including by email attachment in PDF format or by other reliable electronic means) and any such delivery shall be deemed effective as delivery of an original signed document. The Company shall maintain the originally executed signature pages (or copies thereof received by electronic transmission) as part of the Company's permanent corporate records.
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SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING
IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the date set forth below.
________________________________________
Name: Dr. Priya Ramaswamy Title: Co-Founder, Chief Executive Officer & President Number of Shares of Common Stock Held: 5,500,000 Percentage of Outstanding Common Stock: 55.0% Date: February 9, 2026
SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING
________________________________________
Name: Dr. Julian Ochoa Title: Co-Founder, Chief Technology Officer Number of Shares of Common Stock Held: 3,500,000 Percentage of Outstanding Common Stock: 35.0% Date: February 9, 2026
SIGNATURE PAGES TO WRITTEN CONSENT OF THE STOCKHOLDERS OF MERIDIAN DIAGNOSTICS, INC. IN LIEU OF A SPECIAL MEETING
________________________________________
Name: Nadia Chen Title: Vice President of Operations Number of Shares of Common Stock Held: 600,000 (Subject to a four-year vesting schedule with a one-year cliff and monthly vesting thereafter pursuant to the Company's 2024 Equity Incentive Plan; approximately eighteen (18) months vested as of the date hereof) Percentage of Outstanding Common Stock: 6.0% Date: February 9, 2026
SUMMARY OF STOCKHOLDER APPROVAL
The following table sets forth a summary of the shares of Common Stock represented by this Written Consent and the requisite stockholder approval required for the actions approved herein:
The undersigned stockholders, collectively holding 9,600,000 shares of Common Stock, constituting 96.0% of the outstanding shares of Common Stock, which exceeds the majority required under Section 228 of the DGCL and the Company's Certificate of Incorporation and Bylaws, hereby confirm that the requisite stockholder approval for each of the resolutions set forth in this Written Consent has been obtained.
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERIDIAN DIAGNOSTICS, INC.
[Form of Amended and Restated Certificate of Incorporation attached hereto]
Investor | Investment Amount | Shares of Series Seed Preferred Stock
Cobalt Ventures Fund III, LP | $7,200,000 | 2,687,989
Pinewood Health Ventures, LLC | $2,400,000 | 895,996
Thornfield Capital Partners, LP | $1,800,000 | 671,997
Atlas Point Angel Syndicate, LLC | $600,000 | 223,999
Total | $12,000,000 | 4,479,981
Noteholder | Principal Amount
Dr. Margaret Liu | $1,200,000
Clearwater Bridge Associates, LLC | $900,000
Total | $2,100,000
Item | Number of Shares / Percentage
Total shares of Common Stock issued and outstanding as of the Effective Date | 10,000,000
Total shares of Common Stock represented by this Written Consent | 9,600,000
Percentage of outstanding Common Stock represented by this Written Consent | 96.0%
Requisite stockholder approval required under the DGCL | Majority of outstanding shares of Common Stock entitled to vote (i.e., more than 5,000,000 shares)
Requisite stockholder approval satisfied? | Yes

WRITTEN CONSENT OF THE STOCKHOLDERS

OF MERIDIAN DIAGNOSTICS, INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTION 2: APPROVAL OF THE SERIES SEED PREFERRED STOCK FINANCING

RESOLUTION 3: APPROVAL OF THE CONVERSION OF CONVERTIBLE PROMISSORY NOTES

RESOLUTION 5: APPROVAL OF BOARD COMPOSITION UNDER VOTING AGREEMENT

RESOLUTION 6: APPROVAL OF FOUNDER STOCK RESTRICTION AGREEMENTS

RESOLUTION 7: APPROVAL OF AMENDED AND RESTATED BYLAWS

RESOLUTION 8: APPROVAL OF REGULATORY FILINGS

RESOLUTION 9: APPROVAL OF LEGAL FEE REIMBURSEMENT

GENERAL AUTHORITY RESOLUTION

EFFECTIVENESS AND MISCELLANEOUS PROVISIONS

SUMMARY OF STOCKHOLDER APPROVAL

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERIDIAN DIAGNOSTICS, INC.

Record

Parties

Dates

Amounts