FOUNDER STOCK RESTRICTION AGREEMENT
MERIDIAN DIAGNOSTICS, INC.
Dated as of February 9, 2026
FOUNDER STOCK RESTRICTION AGREEMENT
This Founder Stock Restriction Agreement (this "Agreement") is made and entered into as of February 9, 2026 (the "Effective Date"), by and between:
MERIDIAN DIAGNOSTICS, INC., a Delaware corporation (the "Company"), with its principal office located at 225 Binney Street, Suite 400, Cambridge, MA 02142;
and
DR. PRIYA RAMASWAMY, an individual residing at the address on file with the Company (the "Founder"), who currently serves as the Co-Founder, Chief Executive Officer, and President of the Company.
The Company and the Founder are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company was incorporated in the State of Delaware on June 15, 2023, and the Founder is a co-founder of the Company and currently serves as its Chief Executive Officer and President;
WHEREAS, the Founder holds 5,500,000 shares of the Common Stock, par value $0.0001 per share, of the Company (the "Shares"), representing 55.0% of the 10,000,000 shares of Common Stock outstanding immediately prior to the Series Seed Preferred Stock financing described below;
WHEREAS, in connection with the Series Seed Preferred Stock financing of the Company pursuant to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the investors listed on the Schedule of Investors attached thereto (the "Purchase Agreement"), the Company and the Founder have agreed that the Shares shall be subject to certain vesting and repurchase provisions as set forth herein in order to incentivize the Founder's continued service to the Company and to protect the interests of the investors and the Company;
WHEREAS, the execution and delivery of this Agreement by the Founder is a condition to the closing of the transactions contemplated by the Purchase Agreement, including the investment of $12,000,000 in the aggregate by the investors party thereto, with Cobalt Ventures Fund III, LP serving as the lead investor in such financing; and
WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, the closing of the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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ARTICLE 1 — DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
1.1 "Board" shall mean the Board of Directors of the Company, as constituted from time to time in accordance with the Company's Certificate of Incorporation, as amended or restated, the Company's Bylaws, and the Voting Agreement.
1.2 "Cause" shall mean the occurrence of any one or more of the following events, as determined in good faith by a majority of the disinterested members of the Board: (a) the Founder's willful misconduct or gross negligence in the performance of the Founder's duties to the Company; (b) a material breach by the Founder of any fiduciary duty owed to the Company or its stockholders; (c) the Founder's conviction of, or entry of a plea of guilty or nolo contendere to, a felony under the laws of any state or of the United States, or any crime involving moral turpitude, dishonesty, or fraud; (d) a material breach by the Founder of any written agreement between the Founder and the Company, including without limitation this Agreement, any employment agreement, the Proprietary Information and Inventions Assignment Agreement, the Voting Agreement, or the ROFR/Co-Sale Agreement, which breach, if curable, remains uncured for a period of fifteen (15) days following written notice thereof from the Company to the Founder; or (e) fraud, embezzlement, misappropriation of funds, or dishonesty by the Founder that is materially harmful to the Company's business, reputation, or financial condition.
1.3 "Common Stock" shall mean the Common Stock, par value $0.0001 per share, of the Company, as authorized under the Company's Certificate of Incorporation, as amended or restated from time to time.
1.4 "Company" shall mean Meridian Diagnostics, Inc., a Delaware corporation, and any successor entity thereto.
1.5 "Disability" shall mean the Founder's inability, due to physical or mental illness, injury, or incapacity, to substantially perform the Founder's duties and responsibilities to the Company for a period of ninety (90) consecutive calendar days or for a period of one hundred twenty (120) calendar days in any twelve (12)-month period, as determined in good faith by the Board. The Board may, in its reasonable discretion, require the Founder to submit to an examination by a physician selected by the Board in order to make such determination, and the Founder agrees to cooperate with any such examination.
1.6 "Good Reason" shall mean the occurrence, without the Founder's prior written consent, of any one or more of the following events: (a) a material diminution in the Founder's title, authority, duties, or responsibilities, including the Founder's removal from the position of Chief Executive Officer or President, or a requirement that the Founder report to any person other than the Board; (b) a material reduction in the Founder's annual base compensation (other than a reduction of no more than ten percent (10%) that applies generally to all senior executives of the Company); (c) a relocation of the Founder's principal place of employment to a location that is more than fifty (50) miles from the Company's current principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142; or (d) a material breach by the Company of this Agreement or any employment agreement between the Company and the Founder; provided, however, that Good Reason shall not exist unless the Founder provides written notice to the Company within thirty (30) days of the first occurrence of the event constituting Good Reason, the Company fails to cure such event within thirty (30) days following receipt of such notice, and the Founder resigns within thirty (30) days following the expiration of such cure period.
1.7 "Repurchase Event" shall mean the termination of the Founder's employment or other service relationship with the Company for any reason, whether voluntary or involuntary, with or without Cause, including without limitation termination by reason of death, Disability, resignation, retirement, or dismissal.
1.8 "Repurchase Price" shall mean a price per share equal to the lower of (a) the original cost per share paid by the Founder for the applicable Unvested Shares (which the Parties acknowledge to be $0.0001 per share), or (b) the fair market value per share of the Common Stock as of the date of the Repurchase Event, as determined in good faith by the Board. In the event of a dispute regarding fair market value, the Board may, in its discretion, engage an independent appraiser to determine such value, the cost of which shall be borne by the Company.
1.9 "Shares" shall mean the 5,500,000 shares of Common Stock held by the Founder as of the Effective Date.
1.10 "Unvested Shares" shall mean the portion of the Shares that have not yet become Vested Shares as of any given date in accordance with the Vesting Schedule set forth in Article 2.
1.11 "Vested Shares" shall mean the portion of the Shares that have vested and are no longer subject to the Company's Repurchase Right in accordance with the Vesting Schedule set forth in Article 2.
1.12 "Vesting Commencement Date" shall mean June 15, 2023, the date of incorporation of the Company.
1.13 "Vesting Schedule" shall mean the vesting schedule set forth in Section 2.1 and Exhibit A attached hereto.
ARTICLE 2 — VESTING
2.1 Vesting Schedule.
The Shares shall vest and become Vested Shares in accordance with the following schedule (the "Vesting Schedule"), subject in each case to the Founder's continuous service to the Company through each applicable vesting date:
(a) Cliff Vesting. Twenty-five percent (25%) of the Shares (1,375,000 shares) shall become Vested Shares on the first anniversary of the Vesting Commencement Date (i.e., June 15, 2024), subject to the Founder's continuous service with the Company through such date. No Shares shall vest prior to such first anniversary.
(b) Monthly Vesting. Following the completion of the cliff vesting period described in Section 2.1(a), an additional one thirty-sixth (1/36th) of the remaining seventy-five percent (75%) of the Shares (i.e., 1/36th of 4,125,000 shares, which equals approximately 114,583 shares per month) shall vest and become Vested Shares on the same day of each calendar month thereafter (or, if there is no corresponding day in a particular month, on the last day of such month), subject to the Founder's continuous service with the Company through each such monthly vesting date. Any fractional shares that would otherwise result from such monthly vesting shall be accumulated and shall vest on the final vesting date described in Section 2.1(c) below, such that the aggregate number of Vested Shares shall equal the total number of Shares.
(c) Full Vesting. All of the Shares shall be fully vested on the fourth anniversary of the Vesting Commencement Date (i.e., June 15, 2027), subject to the Founder's continuous service with the Company through such date.
Credit for Prior Service. The Parties acknowledge and agree that, because the Vesting Commencement Date is June 15, 2023, and this Agreement is being entered into as of February 9, 2026, the Founder shall receive full credit for all vesting that would have occurred from June 15, 2023 through February 9, 2026 in accordance with the Vesting Schedule. As of the Effective Date, the Founder has completed the one-year cliff (June 15, 2024) and approximately nineteen (19) additional months of monthly vesting thereafter, such that a significant portion of the Shares are already Vested Shares as of the Effective Date. The specific number of Vested Shares and Unvested Shares as of the Effective Date is set forth in Exhibit A attached hereto. The purpose of this retroactive application of the Vesting Commencement Date is to give the Founder appropriate credit for the period of service rendered to the Company since its incorporation, while ensuring that a meaningful portion of the Shares remains subject to the Repurchase Right as an incentive for the Founder's continued service following the Series Seed Preferred Stock financing.
2.2 Acceleration Events.
(a) No Single-Trigger Acceleration. Notwithstanding anything to the contrary herein, the vesting of the Shares shall not accelerate solely upon the occurrence of a Change of Control of the Company. In the event of a Change of Control, any then-Unvested Shares shall remain subject to the Vesting Schedule and the Repurchase Right, unless otherwise provided in this Section 2.2 or unless the surviving or acquiring entity does not assume or substitute equivalent rights with respect to the Unvested Shares, in which case Section 3.6(b) shall apply.
(b) Double-Trigger Acceleration. If, within twelve (12) months following the closing of a Change of Control, the Founder's continuous service with the Company (or any successor or acquiring entity) is terminated by the Company (or such successor or acquiring entity) without Cause, or the Founder resigns for Good Reason, then one hundred percent (100%) of the then-Unvested Shares shall immediately become Vested Shares as of the date of such termination or resignation. For the avoidance of doubt, if the Founder's service is terminated for Cause or the Founder resigns without Good Reason during such twelve (12)-month period, this Section 2.2(b) shall not apply, and all Unvested Shares shall remain subject to the Repurchase Right.
(c) Death or Disability. In the event of the Founder's death or Disability, then effective as of the date of such death or Disability, the greater of (i) fifty percent (50%) of the then-Unvested Shares, or (ii) the number of Shares that would have vested over the twelve (12)-month period immediately following the date of death or Disability in accordance with the Vesting Schedule (assuming the Founder had continued in continuous service during such period), shall immediately become Vested Shares; provided, however, that in no event shall the total number of Vested Shares (including Shares previously vested and Shares vesting pursuant to this Section 2.2(c)) exceed one hundred percent (100%) of the total Shares. Any remaining Unvested Shares after giving effect to the acceleration in this Section 2.2(c) shall remain subject to the Repurchase Right.
2.3 Termination of Vesting.
Except as otherwise provided in Section 2.2, vesting of the Shares shall cease immediately upon the termination of the Founder's continuous service relationship with the Company for any reason, and no further Shares shall become Vested Shares after such termination. For purposes of this Agreement, "continuous service" shall mean the Founder's service to the Company (or any successor entity) in any capacity, including without limitation as an employee, as a member of the Board of Directors, or as a consultant or advisor, without any interruption or gap in such service exceeding thirty (30) consecutive days. A transition from one form of service relationship (e.g., from employee to consultant) shall not constitute a termination of continuous service, provided that such transition occurs without any interruption or gap exceeding thirty (30) consecutive days and is approved by the Board. The determination of whether the Founder's continuous service has terminated shall be made in good faith by the Board, and such determination shall be final and binding on the Parties.
2.4 Change of Control Definition.
For purposes of this Agreement, "Change of Control" shall mean any of the following events:
(a) a merger, consolidation, reorganization, or similar transaction involving the Company, in which the holders of the Company's outstanding voting securities immediately prior to such transaction hold, immediately following the consummation of such transaction, less than fifty percent (50%) of the total voting power of the outstanding voting securities of the surviving or resulting entity (or the parent entity of the surviving or resulting entity);
(b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company in a single transaction or a series of related transactions; or
(c) a transaction or series of related transactions (including without limitation a tender offer or exchange offer) that results in the transfer of more than fifty percent (50%) of the outstanding voting securities of the Company to any person, entity, or group of affiliated or related persons or entities.
Notwithstanding the foregoing, none of the following events shall constitute a Change of Control: (i) the issuance of securities by the Company in connection with a bona fide equity financing transaction (including the Series Seed Preferred Stock financing contemplated by the Purchase Agreement and any subsequent preferred stock financing), (ii) the issuance of securities under any equity incentive plan or stock option plan adopted by the Company, or (iii) a transaction effected primarily for the purpose of changing the Company's state of incorporation or creating a holding company structure, provided that the holders of the Company's voting securities immediately prior to such transaction continue to hold a majority of the voting power of the resulting entity.
ARTICLE 3 — COMPANY REPURCHASE RIGHT
3.1 Grant of Repurchase Right.
Upon the occurrence of a Repurchase Event, the Company shall have the right, but not the obligation, to repurchase all or any portion of the Unvested Shares at the Repurchase Price (the "Repurchase Right"). The Repurchase Right shall be assignable by the Company to the investors party to the Purchase Agreement or their respective affiliates, transferees, or successors, subject to the provisions of Section 3.5 below. The Founder hereby grants to the Company the Repurchase Right and agrees that the Repurchase Right is a material term of this Agreement and was a material inducement for the investors to consummate the transactions contemplated by the Purchase Agreement.
3.2 Exercise of Repurchase Right.
The Company shall have a period of ninety (90) days following the later of (a) the date of the Repurchase Event or (b) the date on which the Company first becomes aware of the occurrence of the Repurchase Event (the "Repurchase Period") within which to deliver written notice to the Founder (or, in the event of the Founder's death or incapacity, to the Founder's estate, personal representative, executor, administrator, or guardian, as applicable) of the Company's election to exercise the Repurchase Right in whole or in part (the "Repurchase Notice"). The Repurchase Notice shall specify (i) the number of Unvested Shares to be repurchased, (ii) the Repurchase Price per share, (iii) the aggregate Repurchase Price, and (iv) the proposed closing date for the repurchase. If the Company does not deliver a Repurchase Notice within the Repurchase Period, the Company's Repurchase Right with respect to the Unvested Shares shall lapse and terminate and shall be of no further force or effect; provided, however, that any such lapse shall not affect the continued application of any transfer restrictions set forth in Article 4 or any other agreement to which the Shares are subject.
3.3 Payment of Repurchase Price.
The aggregate Repurchase Price shall be payable, at the Company's election, by any one or more of the following methods: (a) cash payment by wire transfer to an account designated by the Founder (or the Founder's estate or personal representative), (b) delivery of a check payable to the order of the Founder (or the Founder's estate or personal representative), (c) cancellation or offset of any indebtedness owed by the Founder to the Company, (d) any combination of the methods described in clauses (a) through (c), or (e) such other method of payment as the Board determines is appropriate and permissible under applicable law. Payment of the aggregate Repurchase Price shall be made within thirty (30) days following the date of delivery of the Repurchase Notice.
3.4 Closing of Repurchase.
The closing of the repurchase of the Unvested Shares shall take place at the principal office of the Company, located at 225 Binney Street, Suite 400, Cambridge, MA 02142, or at such other location as the Parties may mutually agree in writing. At the closing: (a) the Founder (or the Founder's estate or personal representative) shall deliver to the Company all certificates, instruments, and stock powers representing the Unvested Shares being repurchased, duly endorsed for transfer to the Company, or, in the case of uncertificated shares, shall execute and deliver such instructions, authorizations, and other documents as are necessary to effect the transfer of such shares on the books and records of the Company and its transfer agent; and (b) the Company shall deliver to the Founder (or the Founder's estate or personal representative) the aggregate Repurchase Price in accordance with Section 3.3. The Founder acknowledges that the stock powers and other transfer documents deposited in escrow pursuant to Article 5 may be used by the Company to effect such transfer without any further action on the part of the Founder.
3.5 Assignment of Repurchase Right.
The Company may, in its sole discretion, assign the Repurchase Right, in whole or in part, to any one or more of the following persons or entities: (a) any investor who is a party to the Purchase Agreement, (b) any holder of Series Seed Preferred Stock of the Company, or (c) any assignee, transferee, or successor of any such investor or holder, including without limitation Cobalt Ventures Fund III, LP, Pinewood Health Ventures, LLC, Thornfield Capital Partners, LP, and Atlas Point Angel Syndicate, LLC. In the event of any such assignment, references to the "Company" in this Article 3 shall be deemed to refer to the applicable assignee(s), and such assignee(s) shall have all of the rights and obligations of the Company hereunder with respect to the assigned portion of the Repurchase Right. Any such assignment shall be evidenced by written notice to the Founder from the Company, and the assignee shall agree in writing to be bound by the terms of this Article 3 with respect to the assigned portion of the Repurchase Right.
3.6 Lapse of Repurchase Right.
(a) The Repurchase Right shall lapse with respect to each Share as and when such Share becomes a Vested Share in accordance with the Vesting Schedule set forth in Article 2. Once a Share has become a Vested Share, the Company shall have no further Repurchase Right with respect to such Share under this Agreement.
(b) The Repurchase Right shall terminate in its entirety upon the earliest to occur of (i) the date on which all of the Shares have become Vested Shares in accordance with the Vesting Schedule (including by reason of any acceleration pursuant to Section 2.2), or (ii) a Change of Control in which the surviving or acquiring entity does not assume or substitute equivalent rights and obligations with respect to the Unvested Shares (in which case all Unvested Shares shall become Vested Shares immediately prior to the consummation of such Change of Control and the Repurchase Right shall terminate).
ARTICLE 4 — RESTRICTIONS ON TRANSFER
4.1 Transfer Restrictions.
The Founder shall not, without the prior written consent of the Board, directly or indirectly sell, assign, transfer, pledge, hypothecate, gift, encumber, or otherwise dispose of any Unvested Shares, or any interest therein, whether voluntarily, involuntarily, by operation of law, or otherwise. The foregoing restriction shall not apply to (a) any transfer to the Company pursuant to the exercise of the Repurchase Right under Article 3, (b) transfers for bona fide estate planning purposes to a revocable trust established by and for the benefit of the Founder, of which the Founder is the sole trustee and the sole current beneficiary during the Founder's lifetime, or (c) transfers that are specifically approved in advance by the Board in writing. Any purported sale, assignment, transfer, pledge, hypothecation, gift, encumbrance, or disposition of Unvested Shares in violation of this Section 4.1 shall be null, void, and of no force or effect, and the Company shall not be required to recognize any such purported transfer on its books and records, and the purported transferee shall have no rights or privileges as a stockholder of the Company with respect to such Shares.
4.2 Permitted Transfers — Conditions.
As a condition precedent to any permitted transfer of Shares under Section 4.1(b) or Section 4.1(c), the proposed transferee must execute and deliver to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company and its legal counsel, pursuant to which such transferee agrees to be bound by all of the terms, conditions, restrictions, and obligations applicable to the Shares under this Agreement, including without limitation the Vesting Schedule, the Repurchase Right, and the transfer restrictions set forth in this Article 4. Any permitted transferee shall hold the Shares subject to the same terms as the Founder, and the Founder shall remain jointly and severally liable with such transferee for the performance of all obligations under this Agreement. The Company shall not be required to recognize any transfer of Shares not made in compliance with this Agreement and shall not be obligated to register any such transfer on its books, records, or stock ledger.
4.3 Right of First Refusal and Co-Sale.
The Founder acknowledges and agrees that all of the Shares (whether Vested Shares or Unvested Shares) are subject to the terms and conditions of that certain Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the investors party to the Purchase Agreement, and the Key Holders (as defined therein), as the same may be amended from time to time (the "ROFR/Co-Sale Agreement"). The Founder agrees to comply with all obligations and restrictions set forth in the ROFR/Co-Sale Agreement with respect to the Shares. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the ROFR/Co-Sale Agreement, the more restrictive provision shall control; provided, however, that in no event shall the Founder be relieved of any obligation or restriction under this Agreement by reason of any less restrictive provision in the ROFR/Co-Sale Agreement.
4.4 Lock-Up. The Founder hereby agrees that, in connection with any underwritten initial public offering of the Company's securities, the Founder shall not, without the prior written consent of the managing underwriter(s), offer, sell, contract to sell, make any short sale of, pledge, grant any option to purchase, or otherwise dispose of any Shares (whether Vested or Unvested) or any securities convertible into or exercisable or exchangeable for Shares during the period commencing on the effective date of a registration statement filed by the Company in connection with its initial public offering of securities and ending on the date that is one hundred eighty (180) days after such effective date, as more fully set forth in Section 1.4 of the Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company, the investors party to the Purchase Agreement, and the Key Holders (the "Investors' Rights Agreement"). The Founder agrees to execute such further agreements, documents, and instruments as may be reasonably requested by the managing underwriter(s) to give effect to the foregoing lock-up.
4.5 Legend on Shares.
Each certificate representing Shares subject to this Agreement (or, if the Shares are uncertificated, the book-entry notation or other record evidencing such Shares maintained by the Company or its transfer agent) shall bear a restrictive legend in substantially the following form:
> "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, VESTING, AND REPURCHASE PROVISIONS SET FORTH IN A FOUNDER STOCK RESTRICTION AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, DATED AS OF FEBRUARY 9, 2026, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY TRANSFER IN VIOLATION OF SUCH AGREEMENT SHALL BE VOID."
In addition to the foregoing legend, each certificate (or book-entry notation) representing Shares shall bear such additional legends as may be required under applicable federal and state securities laws, including without limitation any restrictive legends required under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any applicable state "blue sky" laws, and such legends as may be required under the Investors' Rights Agreement, the ROFR/Co-Sale Agreement, and the Voting Agreement. The Company may instruct its transfer agent to place stop-transfer instructions on any Shares that are subject to any legend required by this Section 4.5.
ARTICLE 5 — ESCROW OF UNVESTED SHARES
5.1 Escrow Deposit.
Upon execution of this Agreement, the Founder shall deposit with the Secretary of the Company (or, if the Company has engaged Ledgermark Transfer Services, Inc. or any other registered transfer agent, with such transfer agent) all certificates representing the Unvested Shares, together with stock powers executed by the Founder and duly endorsed in blank, in the form attached hereto as Exhibit C (the "Stock Powers"), to be held in escrow pending vesting of the applicable Shares in accordance with Article 2 or repurchase of the applicable Shares pursuant to Article 3. If the Shares are uncertificated, the Company shall note the existence of the escrow arrangement in its stock ledger and shall instruct its transfer agent to place appropriate stop-transfer instructions on all Unvested Shares, prohibiting the transfer of such Shares except in accordance with the terms of this Agreement. The Founder acknowledges that the delivery of the certificates and Stock Powers (or the imposition of stop-transfer instructions) is a material term of this Agreement and a condition to the closing of the transactions contemplated by the Purchase Agreement.
5.2 Release from Escrow.
As Shares become Vested Shares in accordance with the Vesting Schedule set forth in Article 2, the Secretary of the Company (or the transfer agent) shall, upon the written request of the Founder, release from escrow the certificates representing such Vested Shares (or remove the stop-transfer instructions applicable to such Vested Shares) and deliver such certificates to the Founder (or cancel the restrictive legend applicable to the vesting provisions of this Agreement, as applicable). Notwithstanding the release of any Shares from escrow, any legends required under Section 4.5 hereof or under any other agreement to which the Shares are subject (including the ROFR/Co-Sale Agreement, the Investors' Rights Agreement, and the Voting Agreement), and any applicable securities law legends, shall remain in effect until such time as such legends are no longer required under the terms of the applicable agreement or applicable law.
5.3 Repurchase and Cancellation.
In the event the Company exercises the Repurchase Right pursuant to Article 3, the Secretary of the Company (or the transfer agent) shall, upon confirmation that the Founder (or the Founder's estate or personal representative) has received the aggregate Repurchase Price, deliver the certificates representing the repurchased Unvested Shares to the Company for cancellation or reissuance, as directed by the Board. The Founder hereby irrevocably authorizes the Secretary of the Company (or the transfer agent) to deliver such certificates and Stock Powers to the Company, and to take such other actions as may be necessary to effect the transfer and cancellation of such Shares, without any further action, consent, or direction on the part of the Founder. The Founder agrees that the foregoing authorization is coupled with an interest and shall be irrevocable.
ARTICLE 6 — TAX MATTERS
6.1 Section 83(b) Election.
The Founder acknowledges that the Founder has been advised to consult with the Founder's own tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the Shares. The Founder understands that, under Section 83(a) of the Code, in the absence of a timely filed Section 83(b) election, the difference between the fair market value of the Shares at the time each tranche of Shares vests and the price paid by the Founder for such Shares will be treated as ordinary income to the Founder at the time of vesting. The Founder further understands that, by timely filing a Section 83(b) election, the Founder may elect to recognize ordinary income (if any) at the time of the original transfer of the Shares, rather than at the time of vesting. The Founder acknowledges that the filing of a timely Section 83(b) election is the sole responsibility of the Founder and must be filed with the Internal Revenue Service within thirty (30) days of the date on which the property is transferred (or, with respect to this Agreement, within thirty (30) days of the Effective Date). The Company has made no recommendation to the Founder regarding whether the Founder should or should not file a Section 83(b) election. A form of Section 83(b) election is attached hereto as Exhibit B for the Founder's reference.
If the Founder files a Section 83(b) election with the Internal Revenue Service, the Founder shall promptly provide a copy of such election (together with proof of filing and any receipt received from the Internal Revenue Service) to the Company. The Founder acknowledges that it is the Founder's sole responsibility to timely file such election and that failure to file such election within the applicable thirty (30)-day period will result in the irrevocable loss of the opportunity to make such election.
6.2 Tax Withholding.
The Founder acknowledges and agrees that the Company shall be entitled to require payment of, or may deduct from other compensation or amounts payable to the Founder, any sums required by federal, state, or local tax law to be withheld with respect to the issuance, vesting, transfer, or repurchase of the Shares. The Founder agrees to make appropriate arrangements with the Company for the satisfaction of all applicable federal, state, and local income tax withholding requirements and any employment tax requirements arising from the transactions contemplated by this Agreement. In the event that the Company is required to withhold any amounts, the Founder may satisfy such withholding obligation by one or more of the following methods, subject in each case to the prior approval of the Board: (a) cash payment to the Company; (b) delivery to the Company of previously owned shares of Common Stock having a fair market value equal to the amount required to be withheld; or (c) withholding from the Shares being released from escrow under Section 5.2, a number of shares of Common Stock having a fair market value equal to the amount required to be withheld.
6.3 No Tax Advice.
The Founder acknowledges and agrees that none of the Company, its officers, directors, employees, or agents, Calderwood & Harkness LLP (counsel to the investors), or Whitfield & Ames LLP (counsel to the Company) has provided, or is providing, any tax advice to the Founder in connection with this Agreement, the Shares, the filing of a Section 83(b) election, or any other matter arising hereunder. The Founder is solely responsible for obtaining independent tax advice from the Founder's own qualified tax advisor with respect to all tax consequences arising from the transactions contemplated by this Agreement. The Founder acknowledges that the tax consequences of this Agreement are complex and that the Founder has been advised by the Company to seek independent tax counsel.
ARTICLE 7 — REPRESENTATIONS AND WARRANTIES OF THE FOUNDER
The Founder hereby represents and warrants to the Company, as of the Effective Date, as follows:
7.1 Ownership of Shares.
The Founder is the sole record and beneficial owner of 5,500,000 shares of Common Stock of the Company. The Shares are owned by the Founder free and clear of all liens, pledges, charges, encumbrances, security interests, options, claims, and restrictions of any kind or nature whatsoever, except as set forth in this Agreement, the ROFR/Co-Sale Agreement, the Voting Agreement, and the Investors' Rights Agreement. The Founder has not previously sold, assigned, transferred, pledged, hypothecated, gifted, or otherwise disposed of or encumbered any of the Shares, or granted any rights with respect thereto, to any person or entity other than as expressly contemplated by the Transaction Agreements (as defined in the Purchase Agreement).
7.2 Authority. The Founder has full legal capacity, power, and authority to execute, deliver, and perform the Founder's obligations under this Agreement. This Agreement has been duly executed and delivered by the Founder and constitutes the legal, valid, and binding obligation of the Founder, enforceable against the Founder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the enforcement of creditors' rights, and to general principles of equity.
7.3 No Conflicts.
The execution, delivery, and performance by the Founder of this Agreement does not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without the giving of notice or the passage of time, or both) under any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination, or award to which the Founder is a party or by which the Founder or the Founder's assets are bound, (b) result in the creation or imposition of any lien, charge, or encumbrance upon the Shares (other than as contemplated by this Agreement and the Transaction Agreements), or (c) violate any provision of applicable law, statute, rule, regulation, or order to which the Founder is subject.
7.4 Investment Representations.
The Founder acquired the Shares for the Founder's own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Founder understands that the Shares have not been registered under the Securities Act or under any state securities laws by reason of exemptions from the registration requirements of the Securities Act and applicable state securities laws, and that the Shares may not be sold, transferred, or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Founder acknowledges that the Founder is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Founder has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment in the Shares and has the ability to bear the economic risk of such investment.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Founder, as of the Effective Date, as follows:
8.1 Organization and Standing.
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
8.2 Authority. The Company has all requisite corporate power and authority to enter into, execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Company has been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors by written consent dated February 9, 2026. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the enforcement of creditors' rights, and to general principles of equity.
8.3 Valid Issuance.
The Shares, when originally issued to the Founder, were duly authorized, validly issued, fully paid, and non-assessable, and were issued in compliance with all applicable federal and state securities laws and in accordance with the Company's Certificate of Incorporation and Bylaws. No further approval or authorization of any stockholder, the Board, or any other person or entity is required in connection with the execution and delivery of this Agreement by the Company.
ARTICLE 9 — COVENANTS
9.1 Proprietary Information.
The Founder acknowledges that the Founder has executed, or will execute as a condition to the closing of the financing contemplated by the Purchase Agreement, a Proprietary Information and Inventions Assignment Agreement (the "PIIA") with the Company, in form and substance satisfactory to the Company and the lead investor. The Founder acknowledges and agrees that the obligations of the Founder under the PIIA, including without limitation the obligations relating to confidentiality, non-solicitation, non-competition, and assignment of inventions, are separate from, in addition to, and not in lieu of the obligations of the Founder under this Agreement. The breach by the Founder of any provision of the PIIA shall not relieve the Founder of any obligation under this Agreement, and the breach by the Founder of any provision of this Agreement shall not relieve the Founder of any obligation under the PIIA.
9.2 Cooperation. The Founder agrees to take all actions and execute and deliver all documents, instruments, certifications, and other writings reasonably requested by the Company from time to time in order to effectuate the terms, conditions, and purposes of this Agreement, including without limitation the execution and delivery of stock powers, transfer instructions, assignment documents, and escrow agreements in connection with the exercise of the Repurchase Right pursuant to Article 3 and the escrow arrangements set forth in Article 5. The Founder further agrees to cooperate fully with the Company and its transfer agent in connection with the transfer, cancellation, or reissuance of any Shares as contemplated by this Agreement.
9.3 Voting. The Founder acknowledges and agrees that the Shares are subject to that certain Voting Agreement, dated as of February 9, 2026, by and among the Company, the investors party to the Purchase Agreement, and the Key Holders (as defined therein) (the "Voting Agreement"). The Founder agrees to vote all of the Shares (whether Vested or Unvested) in accordance with the terms of the Voting Agreement, including without limitation with respect to the composition of the Board of Directors. As of the Effective Date, the Board is comprised of five (5) seats: two (2) directors elected by the holders of Common Stock, one (1) director elected by the holders of Series Seed Preferred Stock, and two (2) independent directors mutually agreed upon by the Common Stock directors and the Series Seed Preferred Stock director. The Founder further acknowledges that the Voting Agreement contains drag-along provisions that require the Founder, under certain circumstances, to vote in favor of or otherwise support a Change of Control transaction, subject to a minimum aggregate consideration threshold of $84,000,000. The Founder agrees to comply with all obligations under the Voting Agreement with respect to the Shares.
ARTICLE 10 — GENERAL PROVISIONS
10.1 Governing Law.
This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without regard to the conflict of laws principles thereof that would cause the application of the laws of any other jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or if jurisdiction is vested exclusively in the federal courts, the United States District Court for the District of Delaware) for the purposes of any suit, action, or other proceeding arising out of this Agreement, and each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any suit, action, or proceeding in any such court and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.
10.2 Entire Agreement.
This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the ROFR/Co-Sale Agreement, the Voting Agreement, the PIIA, and any side letters entered into in connection with the foregoing (collectively, the "Transaction Agreements"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, and agreements, whether written or oral, between the Parties relating to the subject matter hereof. There are no representations, warranties, covenants, or agreements between the Parties with respect to the subject matter hereof other than those expressly set forth or referenced in this Agreement.
10.3 Amendments and Waivers.
No amendment, modification, or supplement to any provision of this Agreement shall be effective unless it is in writing and signed by the Company (acting with the approval of the Board, including the affirmative vote or written consent of the director elected by the holders of Series Seed Preferred Stock) and the Founder. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against which enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach or default shall operate as a continuing waiver or as a waiver of any subsequent breach or default.
10.4 Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Company may assign this Agreement, in whole or in part, to any successor entity in connection with a merger, consolidation, acquisition, reorganization, or sale of all or substantially all of the assets of the Company, without the prior consent of the Founder, and such assignee shall succeed to all of the Company's rights and obligations hereunder. The Founder may not assign this Agreement or any of the Founder's rights or obligations hereunder without the prior written consent of the Board.
10.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified and reformed by such court to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible. If such provision cannot be so modified and reformed, it shall be severed from this Agreement, and all remaining provisions of this Agreement shall continue in full force and effect and shall not be impaired, modified, or invalidated in any way. It is the intention of the Parties that, if any provision of this Agreement is held to be invalid, illegal, or unenforceable, there shall be added in lieu thereof a provision as similar in terms to such invalid, illegal, or unenforceable provision as may be possible that is valid, legal, and enforceable.
10.6 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the Party to be notified; (b) when sent by confirmed electronic mail (with read receipt or other electronic confirmation of delivery) during normal business hours of the recipient, and if not during normal business hours, then on the next business day; or (c) one (1) business day after deposit with a nationally recognized overnight courier service, specifying next-day delivery, with written verification of receipt. All notices shall be addressed as follows:
If to the Company:
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, MA 02142
Attention: Chief Executive Officer
Email: pramaswamy@meridiandiagnostics.com
with a copy (which shall not constitute notice) to:
Whitfield & Ames LLP 100 Federal Street, 30th Floor Boston, MA 02110
Attention: Catherine Devereaux
Email: cdevereaux@whitfieldames.com
If to the Founder:
Dr. Priya Ramaswamy At the address on file with the Company
Email: At the email address on file with the Company
If to the Lead Investor:
Cobalt Ventures Fund III, LP c/o Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Attention: Morgan Tsai, VP of Legal Affairs
Email: mtsai@cobaltventures.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025
Attention: Kevin Ostrowski
Email: kostrowski@calderwoodharkness.com
Any Party may change its address for purposes of this Section 10.6 by giving written notice to the other Parties in the manner specified above.
10.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of the signed document shall be deemed original signatures for all purposes and shall be treated in all respects as having the same effect as original signatures. The Parties agree that this Agreement may be executed and delivered by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act, as adopted in the relevant jurisdiction.
10.8 Specific Performance.
The Parties acknowledge and agree that the Shares are unique, that the rights and obligations of the Parties under this Agreement are of a special, unique, and extraordinary nature, and that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, in addition to any other remedy to which a Party may be entitled at law or in equity, each Party shall be entitled to seek and obtain specific performance of the terms and provisions of this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy and without the posting of any bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
10.9 Attorneys' Fees.
In any action, suit, or proceeding brought by any Party to enforce the terms of this Agreement, or arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses (including expert witness fees and fees on appeal) incurred in connection with such action, suit, or proceeding, in addition to any other relief to which such prevailing Party may be entitled.
10.10 No Employment Guarantee.
Nothing in this Agreement shall confer upon the Founder any right to continue in the employment of, or service to, the Company for any period of time, or shall restrict or interfere with the right of the Company (or any successor entity) to terminate the Founder's employment or service relationship with the Company at any time, with or without Cause, and with or without notice, subject to the terms of any separate written employment agreement between the Founder and the Company. This Agreement shall not be construed as creating an employment contract or as modifying the at-will nature of the Founder's employment, except to the extent expressly provided in a separate written employment agreement.
10.11 Further Assurances.
Each Party agrees to execute and deliver such additional documents, instruments, certificates, and other writings, and to take such additional actions, as may be reasonably necessary or desirable to carry out the purposes, intent, and provisions of this Agreement and to consummate and effectuate the transactions contemplated hereby. Without limiting the generality of the foregoing, the Founder agrees to cooperate with the Company in connection with any future equity financings, restructurings, or corporate transactions to the extent that such cooperation relates to the Shares or the terms of this Agreement.
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SIGNATURE PAGE TO FOUNDER STOCK RESTRICTION AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Founder Stock Restriction Agreement as of the date first written above.
MERIDIAN DIAGNOSTICS, INC., a Delaware corporation
By: ________
Name: Dr. Julian Ochoa
Title: Chief Technology Officer
Date: February 9, 2026
FOUNDER
________________________________________
Dr. Priya Ramaswamy
Date: February 9, 2026
EXHIBIT A
VESTING SCHEDULE
The following sets forth the Vesting Schedule applicable to the 5,500,000 shares of Common Stock of Meridian Diagnostics, Inc. (the "Shares") held by Dr. Priya Ramaswamy (the "Founder") pursuant to the Founder Stock Restriction Agreement dated February 9, 2026 (the "Agreement").
Vesting Credit as of the Effective Date. As of the date of the Agreement (February 9, 2026), the Founder has completed the following vesting milestones:
• Cliff Vesting (June 15, 2024): 1,375,000 shares vested.
• Monthly Vesting (July 15, 2024 through January 15, 2026): Approximately 19 monthly vesting installments, representing approximately 2,177,077 shares (19 × 114,583 = 2,177,077 shares, subject to rounding).
• Total Vested Shares as of February 9, 2026: Approximately 3,552,077 shares.
• Remaining Unvested Shares as of February 9, 2026: Approximately 1,947,923 shares, which will continue to vest monthly through June 15, 2027, subject to the Founder's continuous service.
The foregoing calculations are approximate and may be subject to rounding adjustments. The exact number of Vested Shares and Unvested Shares shall be calculated by the Company in accordance with the terms of Article 2 of the Agreement, and any fractional shares resulting from the monthly vesting calculation shall be accumulated and shall vest on the Full Vesting Date.
EXHIBIT B
FORM OF ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
This form is provided for informational and reference purposes only. The Founder should consult with the Founder's own tax advisor before filing a Section 83(b) election. Neither the Company, its officers, directors, employees, or agents, Calderwood & Harkness LLP, nor Whitfield & Ames LLP has provided, or is providing, any tax advice in connection with this election. The Founder is solely responsible for timely filing this election with the Internal Revenue Service.
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.83-2, to include in gross income for the current taxable year the excess (if any) of the fair market value of the property described below, over the amount paid for such property.
1. Taxpayer Name and Address:
Name: _________
Address: _________
Social Security Number: _________
2. Description of Property:
5,500,000 shares of Common Stock, par value $0.0001 per share, of Meridian Diagnostics, Inc., a Delaware corporation (EIN: 93-4127856), with its principal office at 225 Binney Street, Suite 400, Cambridge, MA 02142.
3. Date on Which Property Was Transferred:
________________________________________
4. Taxable Year for Which Election Is Being Made:
Calendar year ending December 31, ___
5. Nature of Restrictions to Which the Property Is Subject:
The shares described above are subject to a Founder Stock Restriction Agreement dated February 9, 2026, between the undersigned and Meridian Diagnostics, Inc. Pursuant to such agreement, the shares are subject to a four-year reverse vesting schedule and the Company retains a right to repurchase unvested shares at the lower of the original cost or fair market value upon the termination of the undersigned's service relationship with the Company.
6. Fair Market Value of Property at Time of Transfer:
The fair market value of the property at the time of transfer was $___ per share, or $___ in the aggregate.
7. Amount Paid for Property:
The undersigned paid $___ per share, or $___ in the aggregate, for the property.
8. Amount to Include in Gross Income:
The excess of the fair market value of the property over the amount paid for such property is $___, which the undersigned elects to include in gross income for the taxable year specified above.
A copy of this election has been furnished to Meridian Diagnostics, Inc., the entity for which the services giving rise to the transfer of such property were performed, and this election has been filed with the undersigned's federal income tax return for the taxable year specified above.
________________________________________
Taxpayer Signature