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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

MERIDIAN DIAGNOSTICS, INC.

(a Delaware corporation)

Meridian Diagnostics, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows:

FIRST: The name of the Corporation is Meridian Diagnostics, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 15, 2023, under Delaware Corporation File No. 7294531.

SECOND: This Amended and Restated Certificate of Incorporation (the "Restated Certificate") has been duly adopted in accordance with Sections 242 and 245 of the DGCL, pursuant to resolutions duly adopted by the Board of Directors of the Corporation (the "Board of Directors" or "Board") and thereafter approved by the requisite vote of the stockholders of the Corporation in accordance with the DGCL. The Board of Directors declared the advisability of this Restated Certificate, and the stockholders of the Corporation duly approved and adopted this Restated Certificate by written consent in lieu of a meeting in accordance with Sections 228, 242, and 245 of the DGCL.

THIRD: The text of the Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended and restated in its entirety to read as set forth below:

ARTICLE I

NAME

The name of the Corporation is Meridian Diagnostics, Inc.

ARTICLE II

REGISTERED AGENT AND REGISTERED OFFICE

The address of the registered office of the Corporation in the State of Delaware is c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, County of Kent, State of Delaware 19901. The name of the registered agent of the Corporation at such address is Incorporations Ltd.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation may engage in the research, development, manufacture, marketing, licensing, sale, and distribution of diagnostic products, medical devices, and related technologies, and any and all activities incidental or related thereto.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares.

The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 18,778,343 shares, consisting of:

(a) 13,200,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and

(b) 5,578,343 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").

The number of authorized shares of Common Stock is sufficient to cover (i) 10,000,000 shares of Common Stock outstanding as of the date hereof, (ii) 1,600,000 shares of Common Stock reserved for issuance under the Corporation's 2024 Equity Incentive Plan (as defined below), and (iii) 1,600,000 shares of Common Stock reserved for issuance upon conversion of the Preferred Stock (including shares issuable upon conversion of the Corporation's outstanding convertible notes that are converting into shares of Series Seed Preferred Stock in connection with the Series Seed financing), together with a sufficient additional number of authorized but unissued shares of Common Stock to provide for adjustments as may be required under the terms of this Restated Certificate.

The number of authorized shares of Preferred Stock is sufficient to cover (i) 4,479,981 shares of Series Seed Preferred Stock to be issued in exchange for new cash investment in the Series Seed financing and (ii) approximately 1,098,362 shares of Series Seed Preferred Stock to be issued upon conversion of the Corporation's outstanding convertible promissory notes in connection with the Series Seed financing. All 5,578,343 authorized shares of Preferred Stock are hereby designated as "Series Seed Preferred Stock," with the rights, preferences, privileges, and restrictions set forth in Article V of this Restated Certificate.

Section 4.2 — Rights of Common Stock and Preferred Stock.

The respective rights, preferences, privileges, powers, and restrictions, qualifications, and limitations of the Common Stock and the Preferred Stock are as set forth in this Restated Certificate. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, privileges, and preferences. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, all shares of Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, privileges, and preferences.

ARTICLE V

RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS

OF SERIES SEED PREFERRED STOCK

The rights, preferences, privileges, powers, restrictions, qualifications, and limitations of the Series Seed Preferred Stock are as follows:

Section 5.1 — Designation and Number.

A total of 5,578,343 shares of Preferred Stock are hereby designated as "Series Seed Preferred Stock." Such designation includes 4,479,981 shares of Series Seed Preferred Stock to be issued in exchange for new cash investment and approximately 1,098,362 shares of Series Seed Preferred Stock to be issued upon conversion of the Corporation's outstanding convertible promissory notes, in each case in connection with the Corporation's Series Seed preferred stock financing. The original issue price per share of the Series Seed Preferred Stock shall be $2.6786 (the "Original Issue Price"). The Original Issue Price shall be subject to appropriate adjustment in the event of any stock split, stock dividend, combination, recapitalization, or other similar event affecting the Series Seed Preferred Stock.

Section 5.2 — Dividends.

Section 5.2(a) — Non-Cumulative Preferential Dividends. The holders of then-outstanding shares of Series Seed Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors out of funds legally available therefor, non-cumulative dividends at a rate per annum equal to the rate per share paid on the Common Stock (determined on an as-converted to Common Stock basis), prior to and in preference to any dividends on any shares of Common Stock. Such dividends on the Series Seed Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series Seed Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior period. No dividends shall be paid on any shares of Common Stock in any fiscal year of the Corporation unless an equivalent per-share dividend (on an as-converted to Common Stock basis) is simultaneously declared and paid on each outstanding share of Series Seed Preferred Stock. Any dividends paid on shares of the Series Seed Preferred Stock in a given fiscal year shall reduce the amount of dividends otherwise payable on the Common Stock in such fiscal year.

Section 5.2(b) — Participation in Common Dividends. After the payment of any preferential dividends pursuant to Section 5.2(a) above, the holders of shares of Series Seed Preferred Stock shall be entitled to participate, on an as-converted to Common Stock basis, in any additional dividends or distributions declared and paid on shares of Common Stock in any fiscal year of the Corporation, on a pro rata basis with the holders of Common Stock based on the number of shares of Common Stock held by each such holder (assuming full conversion of all shares of Series Seed Preferred Stock into shares of Common Stock).

Section 5.3 — Liquidation.

Section 5.3(a) — Liquidation Preference. In the event of any Liquidation Event (as defined below), the holders of then-outstanding shares of Series Seed Preferred Stock shall be entitled to receive, prior to and in preference to any distributions to the holders of Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series Seed Preferred Stock as to rights upon liquidation, an amount per share equal to the greater of:

(i) one times (1x) the Original Issue Price per share (i.e., $2.6786 per share), as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or other similar events, plus any dividends declared but unpaid on such shares as of the date of such Liquidation Event (the "Liquidation Preference"); or

(ii) the amount per share that such holder would receive if all shares of Series Seed Preferred Stock were converted into shares of Common Stock immediately prior to such Liquidation Event pursuant to Section 5.4 hereof.

The Series Seed Preferred Stock shall be non-participating preferred stock. For the avoidance of doubt, after payment of the Liquidation Preference to the holders of Series Seed Preferred Stock pursuant to clause (i) above, such holders shall not be entitled to receive any further distributions or payments from the remaining assets of the Corporation that are distributed to the holders of Common Stock. The holders of Series Seed Preferred Stock shall receive the greater of the amounts determined under clause (i) and clause (ii) above, but not both. In the event that a holder of Series Seed Preferred Stock would receive a greater amount per share under clause (ii) than under clause (i), such holder shall be deemed to have elected conversion under clause (ii) and shall receive distributions solely in the capacity of a holder of Common Stock, and the Liquidation Preference payable under clause (i) shall not apply to such holder.

If, upon the occurrence of a Liquidation Event, the assets of the Corporation legally available for distribution to the holders of Series Seed Preferred Stock are insufficient to permit the payment in full of the Liquidation Preference to all holders of outstanding shares of Series Seed Preferred Stock, then the entire assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Series Seed Preferred Stock in proportion to the full preferential amounts that each such holder would otherwise be entitled to receive pursuant to this Section 5.3(a).

Section 5.3(b) — Definition of Liquidation Event. A "Liquidation Event" shall mean: (i) any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary; or (ii) any Deemed Liquidation Event (as defined below).

A "Deemed Liquidation Event" shall mean, unless the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (voting as a separate class on an as-converted basis) elect otherwise by giving prior written notice to the Corporation:

(A) any merger, consolidation, share exchange, reorganization, or other similar transaction or series of related transactions in which (1) the Corporation is a constituent party, or (2) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such transaction, in each case in which the stockholders of the Corporation immediately prior to such transaction do not retain, directly or indirectly, a majority of the total voting power of the outstanding securities of the surviving or resulting entity (or its parent) immediately following such transaction;

(B) any sale, lease, exclusive license, transfer, or other disposition of all or substantially all of the assets of the Corporation (or any series of related transactions resulting in such a sale, lease, exclusive license, transfer, or other disposition); or

(C) any transaction or series of related transactions that results in the holders of the Corporation's capital stock immediately prior to such transaction or series of related transactions ceasing to hold, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding securities of the Corporation (or the surviving or acquiring entity, as applicable).

The Corporation shall not consummate any Deemed Liquidation Event without first obtaining the prior written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class on an as-converted basis. In the event of a Deemed Liquidation Event, the Corporation shall, promptly following the closing of such transaction, distribute to the holders of Series Seed Preferred Stock and Common Stock the consideration received by the Corporation or its stockholders in such transaction, or the proceeds therefrom, in accordance with the preferences and priorities set forth in this Section 5.3.

Section 5.3(c) — Application of Proceeds. The aggregate consideration payable to stockholders of the Corporation in connection with any Liquidation Event shall be distributed in the following order of priority:

(1) First, to the holders of shares of Series Seed Preferred Stock, the Liquidation Preference payable pursuant to Section 5.3(a)(i), on a pro rata basis in accordance with the number of shares of Series Seed Preferred Stock held by each such holder; and

(2) Second, to the holders of shares of Common Stock, all remaining assets or consideration, on a pro rata basis in accordance with the number of shares of Common Stock held by each such holder.

Notwithstanding the foregoing, if the amount that any holder of Series Seed Preferred Stock would receive under Section 5.3(a)(ii) (i.e., on an as-converted to Common Stock basis) exceeds the amount such holder would receive under the Liquidation Preference set forth in Section 5.3(a)(i), then such holder shall be deemed to have converted such holder's shares of Series Seed Preferred Stock into Common Stock immediately prior to the Liquidation Event and shall participate in the distribution of proceeds solely as a holder of Common Stock, on a pro rata basis with all other holders of Common Stock (including those holders of Series Seed Preferred Stock who have similarly converted). In no event shall a holder of Series Seed Preferred Stock receive both the Liquidation Preference and a pro rata distribution as a holder of Common Stock with respect to the same shares of Series Seed Preferred Stock.

Section 5.4 — Conversion.

The holders of Series Seed Preferred Stock shall have the following conversion rights:

Section 5.4(a) — Optional Conversion. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, and without the payment of additional consideration, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion (the "Conversion Rate"). The initial "Conversion Price" per share for the Series Seed Preferred Stock shall be equal to the Original Issue Price (i.e., $2.6786 per share). The initial Conversion Rate shall therefore be one-to-one (1:1), such that each share of Series Seed Preferred Stock shall initially be convertible into one (1) share of Common Stock. The Conversion Price, and the corresponding Conversion Rate, shall be subject to adjustment as set forth in Section 5.4(d) and Section 5.4(e) below.

Section 5.4(b) — Automatic Conversion. Each share of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Conversion Rate upon the earliest to occur of the following events:

(i) the closing of a firm-commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of shares of Common Stock for the account of the Corporation, with aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and expenses) of not less than $30,000,000 (a "Qualified IPO"); or

(ii) the date and time, or the occurrence of an event, specified by the written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class on an as-converted basis.

Upon the occurrence of either of the events specified in clause (i) or clause (ii) above (the date of such occurrence, the "Mandatory Conversion Date"), all outstanding shares of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Conversion Rate, without any further action on the part of any holder of Series Seed Preferred Stock and regardless of whether the certificates representing such shares are surrendered to the Corporation or its transfer agent. Such conversion shall be deemed to have been effected as of the close of business on the Mandatory Conversion Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such shares of Common Stock as of the close of business on the Mandatory Conversion Date.

Section 5.4(c) — Conversion Mechanics. (i) Voluntary Conversion. Before any holder of Series Seed Preferred Stock shall be entitled to voluntarily convert such holder's shares into shares of Common Stock pursuant to Section 5.4(a), such holder shall deliver written notice to the Corporation at its principal office (or at such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of Series Seed Preferred Stock) stating that such holder elects to convert such shares, specifying the number of shares of Series Seed Preferred Stock to be converted, and shall surrender the certificate or certificates representing such shares (if certificated), duly endorsed, at the office of the Corporation or of any transfer agent for the Series Seed Preferred Stock. The Corporation shall, as soon as practicable after receipt of such notice and surrender of such certificate or certificates (and, in any event, within five (5) business days thereafter), issue and deliver to such holder of Series Seed Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates (or book-entry credit, as applicable) for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.

(ii) Automatic Conversion. Upon the occurrence of the event triggering automatic conversion pursuant to Section 5.4(b), the outstanding shares of Series Seed Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares (if certificated) are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series Seed Preferred Stock are either delivered to the Corporation or its transfer agent, or the holder thereof notifies the Corporation or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement and provides such indemnity as the Corporation may reasonably require to protect the Corporation from any loss in connection therewith.

(iii) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of any shares of Series Seed Preferred Stock. In lieu of any fractional share to which a holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock as determined in good faith by the Board of Directors as of the date of conversion.

(iv) Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series Seed Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series Seed Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Series Seed Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate.

(v) Effect of Conversion. Upon any conversion of shares of Series Seed Preferred Stock into shares of Common Stock, whether voluntary or automatic, the shares of Series Seed Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

Section 5.4(d) — Anti-Dilution Adjustments — Broad-Based Weighted Average. If the Corporation shall issue or sell, or is deemed by the express provisions of this Section 5.4(d) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as a dividend or distribution on the Common Stock, at a price per share less than the Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) (a "Dilutive Issuance"), then, and in each such case, the Conversion Price shall be reduced (and in no event increased) to a new Conversion Price determined in accordance with the following broad-based weighted average formula:

CP₂ = CP₁ × (A + B) / (A + C)

where:

CP₂ = the new Conversion Price in effect immediately following the Dilutive Issuance;

CP₁ = the Conversion Price in effect immediately prior to the Dilutive Issuance;

A = the total number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance, calculated on a fully-diluted, as-converted basis, and including for this purpose (w) all outstanding shares of Common Stock, (x) all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock, (y) all shares of Common Stock issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible or exercisable securities, whether or not then vested or exercisable, and (z) all shares of Common Stock reserved for issuance under the Corporation's equity incentive plans (including the 2024 Equity Incentive Plan) that are not subject to outstanding awards;

B = the number of shares of Common Stock that the aggregate consideration received or deemed received by the Corporation for the total number of Additional Shares of Common Stock actually issued or sold (or deemed to have been issued or sold) in the Dilutive Issuance would purchase at CP₁; and

C = the number of Additional Shares of Common Stock actually issued or sold (or deemed to have been issued or sold) in the Dilutive Issuance.

Upon any adjustment of the Conversion Price pursuant to this Section 5.4(d), the Conversion Rate shall simultaneously be adjusted so that the number of shares of Common Stock issuable upon conversion of each share of Series Seed Preferred Stock equals the quotient of the Original Issue Price divided by the adjusted Conversion Price.

For purposes of this Section 5.4(d), "Additional Shares of Common Stock" shall mean all shares of Common Stock issued or deemed issued by the Corporation after the date of filing of this Restated Certificate with the Secretary of State of the State of Delaware, other than the following excluded shares (collectively, "Excluded Shares"):

(i) shares of Common Stock issuable or issued upon conversion of shares of Series Seed Preferred Stock;

(ii) shares of Common Stock issued or issuable to employees, officers, directors, consultants, or other service providers of the Corporation pursuant to any equity incentive plan, stock purchase plan, stock option agreement, restricted stock agreement, or other compensatory arrangement duly adopted and approved by the Board of Directors (including, without limitation, shares issued or issuable under the 2024 Equity Incentive Plan, as the same may be amended from time to time);

(iii) shares of Common Stock issued as a dividend or distribution on shares of Series Seed Preferred Stock or issued in connection with a stock split, stock dividend, combination, or recapitalization for which adjustments are made under Section 5.4(e);

(iv) shares of Common Stock issued or issuable in connection with bona fide strategic transactions (including joint ventures, manufacturing arrangements, marketing arrangements, technology licensing arrangements, or similar transactions) approved by the Board of Directors, including approval by the Series Seed Director (as defined in Section 5.5(b)); and

(v) shares of Common Stock issued or issuable in connection with equipment leasing, bank financing, debt financing, or similar transactions approved by the Board of Directors, including approval by the Series Seed Director.

For the avoidance of doubt, the issuance of any security or obligation of the Corporation that is convertible into, or exercisable or exchangeable for, shares of Common Stock shall be treated as an issuance of Additional Shares of Common Stock for purposes of this Section 5.4(d) at the time of issuance of such convertible, exercisable, or exchangeable security or obligation, and the consideration received therefor shall be deemed to include any consideration received by the Corporation for such security or obligation and any additional consideration payable to the Corporation upon the conversion, exercise, or exchange thereof.

Section 5.4(e) — Adjustments for Stock Splits, Dividends, Combinations, and Recapitalizations. In the event the Corporation shall at any time after the filing of this Restated Certificate (i) declare or pay a dividend on the outstanding Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of shares, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification or recapitalization of the Common Stock, then in each such case the Conversion Price in effect immediately prior to such event shall be proportionally adjusted so that the holder of each share of Series Seed Preferred Stock shall thereafter be entitled to receive, upon conversion, the number and kind of shares of Common Stock or other capital stock of the Corporation that such holder would have received if such holder had converted such shares of Series Seed Preferred Stock immediately prior to the happening of such event. An adjustment made pursuant to this Section 5.4(e) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or recapitalization.

Section 5.5 — Voting Rights.

Section 5.5(a) — General Voting. Except as otherwise expressly required by the DGCL or as provided in this Restated Certificate, the holders of Series Seed Preferred Stock shall be entitled to vote on all matters on which the holders of Common Stock are entitled to vote. Each holder of shares 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 pursuant to Section 5.4 hereof (initially, one (1) vote per share of Series Seed Preferred Stock). Except as otherwise required by the DGCL or as provided in this Restated Certificate (including Section 5.5(b) and Section 5.6), the holders of shares of Series Seed Preferred Stock shall vote together with the holders of shares of Common Stock as a single class on all matters submitted to a vote of stockholders.

Section 5.5(b) — Election of Directors. The Board of Directors shall consist of five (5) directors, who shall be elected as follows:

(i) The holders of a majority of the shares of Series Seed Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series Seed Director"). The initial Series Seed Director shall be determined in accordance with the Voting Agreement (as defined below).

(ii) The holders of a majority of the shares of Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the "Common Directors"). The initial Common Directors shall be determined in accordance with the Voting Agreement.

(iii) The holders of the Common Stock and the Series Seed Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board of Directors, each of whom shall be an individual who is not an employee or officer of the Corporation and who is not a partner, member, manager, or employee of any holder of five percent (5%) or more of the outstanding equity of the Corporation (the "Independent Directors"). The initial Independent Directors shall be determined in accordance with the Voting Agreement.

The foregoing provisions of this Section 5.5(b) are subject to the terms of that certain Voting Agreement entered into among the Corporation, the investors in the Corporation's Series Seed preferred stock financing, and the key holders of the Corporation's Common Stock (the "Voting Agreement"), as such Voting Agreement may be amended from time to time in accordance with its terms.

Section 5.6 — Protective Provisions.

So long as any shares of Series Seed Preferred Stock remain outstanding, the Corporation shall not, directly or indirectly, whether by merger, consolidation, or otherwise, without first obtaining the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class:

Section 5.6(a) — Senior or Pari Passu Securities. Authorize or issue, or obligate itself to authorize or issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security of the Corporation) having rights, preferences, or privileges senior to or on parity with the Series Seed Preferred Stock as to dividends, liquidation preference, redemption, or any other material right, or reclassify any existing security into such a security.

Section 5.6(b) — Charter Amendments. Amend, alter, waive, or repeal any provision of the Certificate of Incorporation (including this Restated Certificate) or the Bylaws of the Corporation, whether by merger, consolidation, or otherwise, in a manner that adversely alters or changes the powers, preferences, privileges, or rights of the Series Seed Preferred Stock.

Section 5.6(c) — Dividend Declarations. Declare or pay any dividend on, or make any distribution with respect to, any shares of Common Stock or any other equity securities of the Corporation (other than (i) dividends payable solely in additional shares of Common Stock, and (ii) repurchases of shares of Common Stock from employees, officers, directors, or consultants of the Corporation upon termination of service at a price not exceeding the lower of the original purchase price or the then-current fair market value of such shares, pursuant to agreements containing vesting and repurchase provisions approved by the Board of Directors).

Section 5.6(d) — Option Pool Increases. Increase the number of shares of Common Stock reserved for issuance under any equity incentive plan, stock purchase plan, stock option plan, or similar compensatory arrangement (including the 2024 Equity Incentive Plan), or adopt any new equity incentive plan, stock purchase plan, stock option plan, or similar compensatory arrangement for the benefit of employees, officers, directors, consultants, or other service providers of the Corporation.

Section 5.6(e) — Indebtedness. Create, incur, assume, guarantee, or otherwise become liable for (whether directly, contingently, or otherwise) any indebtedness for borrowed money in excess of $250,000 in the aggregate at any time outstanding, other than (i) trade payables and other liabilities incurred in the ordinary course of business consistent with past practice, (ii) intercompany indebtedness among the Corporation and its wholly-owned subsidiaries, and (iii) purchase money financing or capital lease obligations in the ordinary course of business not to exceed $100,000 in the aggregate.

Section 5.6(f) — Acquisitions. Consummate, or commit to consummate, any acquisition of, merger with, or investment in another entity, business, or division thereof (whether by merger, consolidation, purchase of equity interests, purchase or license of assets, or any other transaction or series of related transactions) involving aggregate consideration (including cash, securities, assumed liabilities, earn-outs, and any other form of consideration) in excess of $500,000 individually or in the aggregate during any twelve-month period.

Section 5.6(g) — Related-Party Transactions. Enter into or be a party to any transaction or arrangement with any director, officer, employee, or holder of five percent (5%) or more of the outstanding capital stock of the Corporation (or any Affiliate of any of the foregoing) if such transaction involves aggregate consideration in excess of $100,000, unless such transaction has been approved by a majority of the disinterested members of the Board of Directors. For purposes of this Section 5.6(g), "Affiliate" shall mean, with respect to any specified person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such specified person or entity.

Section 5.6(h) — Liquidation or Dissolution. Voluntarily liquidate, dissolve, or wind up the affairs of the Corporation, or effect any Deemed Liquidation Event, in each case unless the requisite consent of the holders of Series Seed Preferred Stock has been obtained as set forth in Section 5.3(b) and this Section 5.6.

Section 5.6(i) — Redemption or Repurchase. Redeem, repurchase, or otherwise acquire any shares of capital stock of the Corporation (or any options, warrants, or other rights to acquire shares of capital stock), except for (i) repurchases of shares of unvested Common Stock from former employees, officers, directors, consultants, or other service providers of the Corporation pursuant to the terms of stock restriction agreements or similar agreements, at a price per share not exceeding the lower of the original purchase price and the then-current fair market value of such shares, and (ii) the exercise by the Corporation of contractual rights of first refusal over shares offered for transfer by stockholders, in each case as approved by the Board of Directors.

Section 5.6(j) — Changes to Board Size. Increase or decrease the authorized number of members of the Board of Directors from five (5) directors, or otherwise alter the composition of the Board of Directors in a manner inconsistent with the provisions of Section 5.5(b) hereof.

Section 5.7 — No Redemption.

The shares of Series Seed Preferred Stock are not redeemable at the option of any holder thereof. Nothing in this Section 5.7 shall be construed to limit the Corporation's right to repurchase or redeem shares of its capital stock in a transaction approved by the Board of Directors and consented to by the holders of the requisite number of shares of Series Seed Preferred Stock to the extent required by Section 5.6(i) hereof.

Section 5.8 — Notices.

Any notice required or permitted under this Article V to be given to the holders of Series Seed Preferred Stock shall be given in writing and shall be deemed effectively given upon personal delivery, upon delivery by nationally recognized overnight courier service, or upon the fifth (5th) business day after mailing by first-class mail, postage prepaid, addressed to each holder at such holder's address as it appears on the books and records of the Corporation (or at such other address as such holder may designate by ten (10) days' advance written notice to the Corporation), and in each case in accordance with the notice provisions of the Bylaws of the Corporation.

ARTICLE VI

EQUITY INCENTIVE PLAN

The Corporation is authorized to reserve 1,600,000 shares of Common Stock for issuance under the Corporation's 2024 Equity Incentive Plan (the "2024 Plan" or the "2024 Equity Incentive Plan"), as adopted by the Board of Directors on March 1, 2024, and as the same may be amended from time to time with appropriate Board and stockholder approval. The total number of shares reserved under the 2024 Plan reflects (i) 400,000 shares of Common Stock initially authorized for issuance under the 2024 Plan upon its adoption and (ii) an increase of 1,200,000 shares of Common Stock approved by the Board of Directors and the stockholders of the Corporation in connection with the Corporation's Series Seed preferred stock financing.

As of the date of filing of this Restated Certificate, 175,000 of such reserved shares are subject to outstanding option grants to employees, officers, directors, and consultants of the Corporation, and 1,425,000 shares remain available for future grants under the 2024 Plan. Shares of Common Stock underlying awards granted under the 2024 Plan that are forfeited, cancelled, expire unexercised, or are repurchased by the Corporation at the original purchase price shall be returned to the pool of shares available for future issuance under the 2024 Plan.

The issuance of shares of Common Stock pursuant to the 2024 Plan (and any successor equity incentive plan) shall be subject to the protective provisions set forth in Section 5.6(d) hereof, to the extent applicable.

ARTICLE VII

BOARD OF DIRECTORS

Section 7.1 — Number of Directors.

The number of directors constituting the Board of Directors of the Corporation shall be five (5), unless such number is changed by an amendment to this Restated Certificate or the Bylaws of the Corporation adopted in accordance with applicable law and the protective provisions set forth in Section 5.6 hereof (including, without limitation, Section 5.6(j)).

Section 7.2 — Election of Directors.

The election of directors shall be conducted in accordance with the class voting rights set forth in Section 5.5(b) of this Restated Certificate. The nomination and election of directors shall further be subject to the terms and conditions of the Voting Agreement among the Corporation, the investors in the Corporation's Series Seed preferred stock financing (collectively, the "Investors"), and the holders of Common Stock who are parties thereto (the "Key Holders"), as such Voting Agreement may be amended from time to time in accordance with its terms.

Section 7.3 — Removal.

Any director may be removed from office, with or without cause, in the manner provided by the DGCL, subject to and in accordance with the class voting rights set forth in Section 5.5(b) hereof. For the avoidance of doubt, the Series Seed Director may only be removed by the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class, and each Common Director may only be removed by the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Common Stock, voting as a separate class.

Section 7.4 — Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, as provided by the DGCL. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Restated Certificate, or the Bylaws, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Restated Certificate, the Bylaws, and the protective provisions set forth in Section 5.6 hereof.

ARTICLE VIII

LIMITATION OF LIABILITY

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, nothing in this Article VIII shall eliminate or limit the liability of a director:

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

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

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

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

If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

No amendment to, repeal of, or adoption of any provision inconsistent with this Article VIII shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or adoption with respect to any act or omission of such director occurring prior to the time of such amendment, repeal, or adoption. If the DGCL is amended after the date of filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, automatically and without further action, upon the date such amendment becomes effective.

ARTICLE IX

INDEMNIFICATION

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

The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effect as the indemnification provided to directors and officers pursuant to this Article IX, or to such lesser extent as the Board of Directors may determine.

The Corporation shall have the power to advance expenses (including attorneys' fees) incurred by any person entitled to indemnification under this Article IX in defending any Proceeding prior to the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Article IX or otherwise.

The rights to indemnification and advancement of expenses conferred in this Article IX shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Restated Certificate, provision of the Bylaws, agreement (including, without limitation, any Indemnification Agreement entered into between the Corporation and any director or officer, such as the Indemnification Agreement with David Hargrove), vote of stockholders, vote of disinterested directors, or otherwise. The Corporation is authorized to enter into individual indemnification agreements with any or all of its directors and officers, and such agreements may provide rights of indemnification and advancement of expenses that are broader than those set forth in this Article IX, to the fullest extent permitted by the DGCL.

The rights to indemnification and advancement of expenses conferred in this Article IX shall be contract rights and shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, and administrators.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

ARTICLE X

BYLAWS

The Board of Directors of the Corporation is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation, in whole or in part, by the affirmative vote of a majority of the total number of directors then in office, subject to the protective provisions set forth in Section 5.6 hereof. The stockholders of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation, in whole or in part, by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the foregoing, no amendment, alteration, or repeal of the Bylaws shall be effective if such amendment, alteration, or repeal would require the consent of the holders of Series Seed Preferred Stock under Section 5.6 hereof, unless such consent has been duly obtained.

ARTICLE XI

ELECTION NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL

The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL (the "Business Combinations Statute"). Section 203 of the DGCL restricts certain business combinations between a corporation and an "interested stockholder" (generally defined as any person who is the beneficial owner of 15% or more of the outstanding voting stock of the corporation). By making this election, the Corporation and its stockholders shall not be subject to the restrictions of Section 203 of the DGCL.

ARTICLE XII

FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court of the State of Delaware, or, if no state court of the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Restated Certificate, or the Bylaws of the Corporation (as each may be amended from time to time);

(iv) any action to interpret, apply, enforce, or determine the validity of this Restated Certificate or the Bylaws of the Corporation (including any right, obligation, or remedy thereunder); or

(v) any action as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or any other action governed by the internal affairs doctrine of the State of Delaware.

This Article XII shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder, or any other claim for which the federal courts have exclusive jurisdiction.

Federal Forum Provision. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the rules and regulations promulgated thereunder.

Any person or entity purchasing, holding, or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of this Article XII is filed in a court other than a court located within the State of Delaware (a "Foreign Action") in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Article XII and (b) having service of process made upon such stockholder in any such action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder.

ARTICLE XIII

AMENDMENT

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate or the Bylaws of the Corporation (and in addition to any other vote that may be required by applicable law), any amendment, alteration, change, or repeal of any provision of this Restated Certificate that would adversely alter or change the powers, preferences, privileges, or special rights of the Series Seed Preferred Stock shall require the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class, in accordance with Section 5.6(b) of this Restated Certificate and as required by the DGCL.

ARTICLE XIV

CORPORATE OPPORTUNITY WAIVER

To the fullest extent permitted by Section 122(17) of the DGCL, as the same exists or may hereafter be amended, the Corporation hereby renounces any interest or expectancy of the Corporation in, and any right of the Corporation to be offered an opportunity to participate in, any business opportunity that may from time to time be presented to, or acquired, created, or developed by, or which may otherwise come into the possession of, any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries (each, a "Non-Employee Director"), including but not limited to any Non-Employee Director who is a partner, member, manager, managing director, employee, officer, or agent of any stockholder of the Corporation or any Affiliate of any such stockholder, including, without limitation, the following entities and their respective Affiliates (each, an "Investor Entity"):

• Cobalt Ventures LP

• Cobalt Ventures Fund III, LP

• Cobalt Ventures GP III, LLC

• Pinewood Health Ventures, LLC

• Thornfield Capital Partners, LP

• Thornfield Capital GP, LLC

• Atlas Point Angel Syndicate, LLC

and any successor entities, parallel funds, and related investment vehicles of the foregoing.

No Non-Employee Director shall be liable to the Corporation or its stockholders for breach of any fiduciary or other duty by reason of the fact that such person pursues or acquires any such business opportunity for such person's own account, directs such business opportunity to another person or entity, or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation, and the Corporation hereby waives and releases any claim that it may otherwise have against any Non-Employee Director based on the doctrines of corporate opportunity or otherwise by reason of the fact that such person does not present such opportunity to the Corporation.

The foregoing provisions of this Article XIV shall not limit the duty of loyalty or other fiduciary duties owed to the Corporation by any director who is also an officer or employee of the Corporation with respect to business opportunities that are presented to such person solely in his or her capacity as a director, officer, or employee of the Corporation.

If any provision of this Article XIV or any aspect of any business opportunity waiver or renunciation made herein shall be held to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Article XIV shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the undersigned, being the duly authorized officer of the Corporation, has executed this Amended and Restated Certificate of Incorporation on this 9th day of February, 2026.

MERIDIAN DIAGNOSTICS, INC.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer & President

Date: February 9, 2026

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

FILED: _____, 2026

SECRETARY OF STATE OF THE STATE OF DELAWARE

BY: _____

AUTHORIZED OFFICER

CORPORATION FILE NO. 7294531

EIN: 93-4127856

PRINCIPAL OFFICE ADDRESS FOR RECORDS: 225 Binney Street, Suite 400 Cambridge, MA 02142

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MERIDIAN DIAGNOSTICS, INC.
(a Delaware corporation)
Meridian Diagnostics, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows:
FIRST: The name of the Corporation is Meridian Diagnostics, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 15, 2023, under Delaware Corporation File No. 7294531.
SECOND: This Amended and Restated Certificate of Incorporation (the "Restated Certificate") has been duly adopted in accordance with Sections 242 and 245 of the DGCL, pursuant to resolutions duly adopted by the Board of Directors of the Corporation (the "Board of Directors" or "Board") and thereafter approved by the requisite vote of the stockholders of the Corporation in accordance with the DGCL. The Board of Directors declared the advisability of this Restated Certificate, and the stockholders of the Corporation duly approved and adopted this Restated Certificate by written consent in lieu of a meeting in accordance with Sections 228, 242, and 245 of the DGCL.
THIRD: The text of the Certificate of Incorporation of the Corporation, as heretofore amended, is hereby amended and restated in its entirety to read as set forth below:
ARTICLE I
NAME
The name of the Corporation is Meridian Diagnostics, Inc.
ARTICLE II
REGISTERED AGENT AND REGISTERED OFFICE
The address of the registered office of the Corporation in the State of Delaware is c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, County of Kent, State of Delaware 19901. The name of the registered agent of the Corporation at such address is Incorporations Ltd.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation may engage in the research, development, manufacture, marketing, licensing, sale, and distribution of diagnostic products, medical devices, and related technologies, and any and all activities incidental or related thereto.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 — Authorized Shares.
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 18,778,343 shares, consisting of:
(a) 13,200,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and
(b) 5,578,343 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").
The number of authorized shares of Common Stock is sufficient to cover (i) 10,000,000 shares of Common Stock outstanding as of the date hereof, (ii) 1,600,000 shares of Common Stock reserved for issuance under the Corporation's 2024 Equity Incentive Plan (as defined below), and (iii) 1,600,000 shares of Common Stock reserved for issuance upon conversion of the Preferred Stock (including shares issuable upon conversion of the Corporation's outstanding convertible notes that are converting into shares of Series Seed Preferred Stock in connection with the Series Seed financing), together with a sufficient additional number of authorized but unissued shares of Common Stock to provide for adjustments as may be required under the terms of this Restated Certificate.
The number of authorized shares of Preferred Stock is sufficient to cover (i) 4,479,981 shares of Series Seed Preferred Stock to be issued in exchange for new cash investment in the Series Seed financing and (ii) approximately 1,098,362 shares of Series Seed Preferred Stock to be issued upon conversion of the Corporation's outstanding convertible promissory notes in connection with the Series Seed financing. All 5,578,343 authorized shares of Preferred Stock are hereby designated as "Series Seed Preferred Stock," with the rights, preferences, privileges, and restrictions set forth in Article V of this Restated Certificate.
Section 4.2 — Rights of Common Stock and Preferred Stock.
The respective rights, preferences, privileges, powers, and restrictions, qualifications, and limitations of the Common Stock and the Preferred Stock are as set forth in this Restated Certificate. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, privileges, and preferences. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, all shares of Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, privileges, and preferences.
ARTICLE V
RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS
OF SERIES SEED PREFERRED STOCK
The rights, preferences, privileges, powers, restrictions, qualifications, and limitations of the Series Seed Preferred Stock are as follows:
Section 5.1 — Designation and Number.
A total of 5,578,343 shares of Preferred Stock are hereby designated as "Series Seed Preferred Stock." Such designation includes 4,479,981 shares of Series Seed Preferred Stock to be issued in exchange for new cash investment and approximately 1,098,362 shares of Series Seed Preferred Stock to be issued upon conversion of the Corporation's outstanding convertible promissory notes, in each case in connection with the Corporation's Series Seed preferred stock financing. The original issue price per share of the Series Seed Preferred Stock shall be $2.6786 (the "Original Issue Price"). The Original Issue Price shall be subject to appropriate adjustment in the event of any stock split, stock dividend, combination, recapitalization, or other similar event affecting the Series Seed Preferred Stock.
Section 5.2 — Dividends.
Section 5.2(a) — Non-Cumulative Preferential Dividends.  The holders of then-outstanding shares of Series Seed Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors out of funds legally available therefor, non-cumulative dividends at a rate per annum equal to the rate per share paid on the Common Stock (determined on an as-converted to Common Stock basis), prior to and in preference to any dividends on any shares of Common Stock. Such dividends on the Series Seed Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series Seed Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior period. No dividends shall be paid on any shares of Common Stock in any fiscal year of the Corporation unless an equivalent per-share dividend (on an as-converted to Common Stock basis) is simultaneously declared and paid on each outstanding share of Series Seed Preferred Stock. Any dividends paid on shares of the Series Seed Preferred Stock in a given fiscal year shall reduce the amount of dividends otherwise payable on the Common Stock in such fiscal year.
Section 5.2(b) — Participation in Common Dividends.  After the payment of any preferential dividends pursuant to Section 5.2(a) above, the holders of shares of Series Seed Preferred Stock shall be entitled to participate, on an as-converted to Common Stock basis, in any additional dividends or distributions declared and paid on shares of Common Stock in any fiscal year of the Corporation, on a pro rata basis with the holders of Common Stock based on the number of shares of Common Stock held by each such holder (assuming full conversion of all shares of Series Seed Preferred Stock into shares of Common Stock).
Section 5.3 — Liquidation.
Section 5.3(a) — Liquidation Preference.  In the event of any Liquidation Event (as defined below), the holders of then-outstanding shares of Series Seed Preferred Stock shall be entitled to receive, prior to and in preference to any distributions to the holders of Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series Seed Preferred Stock as to rights upon liquidation, an amount per share equal to the greater of:
(i) one times (1x) the Original Issue Price per share (i.e., $2.6786 per share), as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or other similar events, plus any dividends declared but unpaid on such shares as of the date of such Liquidation Event (the "Liquidation Preference"); or
(ii) the amount per share that such holder would receive if all shares of Series Seed Preferred Stock were converted into shares of Common Stock immediately prior to such Liquidation Event pursuant to Section 5.4 hereof.
The Series Seed Preferred Stock shall be non-participating preferred stock. For the avoidance of doubt, after payment of the Liquidation Preference to the holders of Series Seed Preferred Stock pursuant to clause (i) above, such holders shall not be entitled to receive any further distributions or payments from the remaining assets of the Corporation that are distributed to the holders of Common Stock. The holders of Series Seed Preferred Stock shall receive the greater of the amounts determined under clause (i) and clause (ii) above, but not both. In the event that a holder of Series Seed Preferred Stock would receive a greater amount per share under clause (ii) than under clause (i), such holder shall be deemed to have elected conversion under clause (ii) and shall receive distributions solely in the capacity of a holder of Common Stock, and the Liquidation Preference payable under clause (i) shall not apply to such holder.
If, upon the occurrence of a Liquidation Event, the assets of the Corporation legally available for distribution to the holders of Series Seed Preferred Stock are insufficient to permit the payment in full of the Liquidation Preference to all holders of outstanding shares of Series Seed Preferred Stock, then the entire assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Series Seed Preferred Stock in proportion to the full preferential amounts that each such holder would otherwise be entitled to receive pursuant to this Section 5.3(a).
Section 5.3(b) — Definition of Liquidation Event.  A "Liquidation Event" shall mean: (i) any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary; or (ii) any Deemed Liquidation Event (as defined below).
A "Deemed Liquidation Event" shall mean, unless the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock (voting as a separate class on an as-converted basis) elect otherwise by giving prior written notice to the Corporation:
(A) any merger, consolidation, share exchange, reorganization, or other similar transaction or series of related transactions in which (1) the Corporation is a constituent party, or (2) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such transaction, in each case in which the stockholders of the Corporation immediately prior to such transaction do not retain, directly or indirectly, a majority of the total voting power of the outstanding securities of the surviving or resulting entity (or its parent) immediately following such transaction;
(B) any sale, lease, exclusive license, transfer, or other disposition of all or substantially all of the assets of the Corporation (or any series of related transactions resulting in such a sale, lease, exclusive license, transfer, or other disposition); or
(C) any transaction or series of related transactions that results in the holders of the Corporation's capital stock immediately prior to such transaction or series of related transactions ceasing to hold, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding securities of the Corporation (or the surviving or acquiring entity, as applicable).
The Corporation shall not consummate any Deemed Liquidation Event without first obtaining the prior written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class on an as-converted basis. In the event of a Deemed Liquidation Event, the Corporation shall, promptly following the closing of such transaction, distribute to the holders of Series Seed Preferred Stock and Common Stock the consideration received by the Corporation or its stockholders in such transaction, or the proceeds therefrom, in accordance with the preferences and priorities set forth in this Section 5.3.
Section 5.3(c) — Application of Proceeds.  The aggregate consideration payable to stockholders of the Corporation in connection with any Liquidation Event shall be distributed in the following order of priority:
(1) First, to the holders of shares of Series Seed Preferred Stock, the Liquidation Preference payable pursuant to Section 5.3(a)(i), on a pro rata basis in accordance with the number of shares of Series Seed Preferred Stock held by each such holder; and
(2) Second, to the holders of shares of Common Stock, all remaining assets or consideration, on a pro rata basis in accordance with the number of shares of Common Stock held by each such holder.
Notwithstanding the foregoing, if the amount that any holder of Series Seed Preferred Stock would receive under Section 5.3(a)(ii) (i.e., on an as-converted to Common Stock basis) exceeds the amount such holder would receive under the Liquidation Preference set forth in Section 5.3(a)(i), then such holder shall be deemed to have converted such holder's shares of Series Seed Preferred Stock into Common Stock immediately prior to the Liquidation Event and shall participate in the distribution of proceeds solely as a holder of Common Stock, on a pro rata basis with all other holders of Common Stock (including those holders of Series Seed Preferred Stock who have similarly converted). In no event shall a holder of Series Seed Preferred Stock receive both the Liquidation Preference and a pro rata distribution as a holder of Common Stock with respect to the same shares of Series Seed Preferred Stock.
Section 5.4 — Conversion.
The holders of Series Seed Preferred Stock shall have the following conversion rights:
Section 5.4(a) — Optional Conversion.  Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, and without the payment of additional consideration, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion (the "Conversion Rate"). The initial "Conversion Price" per share for the Series Seed Preferred Stock shall be equal to the Original Issue Price (i.e., $2.6786 per share). The initial Conversion Rate shall therefore be one-to-one (1:1), such that each share of Series Seed Preferred Stock shall initially be convertible into one (1) share of Common Stock. The Conversion Price, and the corresponding Conversion Rate, shall be subject to adjustment as set forth in Section 5.4(d) and Section 5.4(e) below.
Section 5.4(b) — Automatic Conversion.  Each share of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-applicable Conversion Rate upon the earliest to occur of the following events:
(i) the closing of a firm-commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of shares of Common Stock for the account of the Corporation, with aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and expenses) of not less than $30,000,000 (a "Qualified IPO"); or
(ii) the date and time, or the occurrence of an event, specified by the written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class on an as-converted basis.
Upon the occurrence of either of the events specified in clause (i) or clause (ii) above (the date of such occurrence, the "Mandatory Conversion Date"), all outstanding shares of Series Seed Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Conversion Rate, without any further action on the part of any holder of Series Seed Preferred Stock and regardless of whether the certificates representing such shares are surrendered to the Corporation or its transfer agent. Such conversion shall be deemed to have been effected as of the close of business on the Mandatory Conversion Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such shares of Common Stock as of the close of business on the Mandatory Conversion Date.
Section 5.4(c) — Conversion Mechanics.  (i) Voluntary Conversion. Before any holder of Series Seed Preferred Stock shall be entitled to voluntarily convert such holder's shares into shares of Common Stock pursuant to Section 5.4(a), such holder shall deliver written notice to the Corporation at its principal office (or at such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of Series Seed Preferred Stock) stating that such holder elects to convert such shares, specifying the number of shares of Series Seed Preferred Stock to be converted, and shall surrender the certificate or certificates representing such shares (if certificated), duly endorsed, at the office of the Corporation or of any transfer agent for the Series Seed Preferred Stock. The Corporation shall, as soon as practicable after receipt of such notice and surrender of such certificate or certificates (and, in any event, within five (5) business days thereafter), issue and deliver to such holder of Series Seed Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates (or book-entry credit, as applicable) for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.
(ii) Automatic Conversion. Upon the occurrence of the event triggering automatic conversion pursuant to Section 5.4(b), the outstanding shares of Series Seed Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares (if certificated) are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series Seed Preferred Stock are either delivered to the Corporation or its transfer agent, or the holder thereof notifies the Corporation or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement and provides such indemnity as the Corporation may reasonably require to protect the Corporation from any loss in connection therewith.
(iii) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of any shares of Series Seed Preferred Stock. In lieu of any fractional share to which a holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock as determined in good faith by the Board of Directors as of the date of conversion.
(iv) Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series Seed Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series Seed Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Series Seed Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate.
(v) Effect of Conversion. Upon any conversion of shares of Series Seed Preferred Stock into shares of Common Stock, whether voluntary or automatic, the shares of Series Seed Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.
Section 5.4(d) — Anti-Dilution Adjustments — Broad-Based Weighted Average.  If the Corporation shall issue or sell, or is deemed by the express provisions of this Section 5.4(d) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as a dividend or distribution on the Common Stock, at a price per share less than the Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) (a "Dilutive Issuance"), then, and in each such case, the Conversion Price shall be reduced (and in no event increased) to a new Conversion Price determined in accordance with the following broad-based weighted average formula:
CP₂ = CP₁ × (A + B) / (A + C)
where:
CP₂ = the new Conversion Price in effect immediately following the Dilutive Issuance;
CP₁ = the Conversion Price in effect immediately prior to the Dilutive Issuance;
A = the total number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance, calculated on a fully-diluted, as-converted basis, and including for this purpose (w) all outstanding shares of Common Stock, (x) all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock, (y) all shares of Common Stock issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible or exercisable securities, whether or not then vested or exercisable, and (z) all shares of Common Stock reserved for issuance under the Corporation's equity incentive plans (including the 2024 Equity Incentive Plan) that are not subject to outstanding awards;
B = the number of shares of Common Stock that the aggregate consideration received or deemed received by the Corporation for the total number of Additional Shares of Common Stock actually issued or sold (or deemed to have been issued or sold) in the Dilutive Issuance would purchase at CP₁; and
C = the number of Additional Shares of Common Stock actually issued or sold (or deemed to have been issued or sold) in the Dilutive Issuance.
Upon any adjustment of the Conversion Price pursuant to this Section 5.4(d), the Conversion Rate shall simultaneously be adjusted so that the number of shares of Common Stock issuable upon conversion of each share of Series Seed Preferred Stock equals the quotient of the Original Issue Price divided by the adjusted Conversion Price.
For purposes of this Section 5.4(d), "Additional Shares of Common Stock" shall mean all shares of Common Stock issued or deemed issued by the Corporation after the date of filing of this Restated Certificate with the Secretary of State of the State of Delaware, other than the following excluded shares (collectively, "Excluded Shares"):
(i) shares of Common Stock issuable or issued upon conversion of shares of Series Seed Preferred Stock;
(ii) shares of Common Stock issued or issuable to employees, officers, directors, consultants, or other service providers of the Corporation pursuant to any equity incentive plan, stock purchase plan, stock option agreement, restricted stock agreement, or other compensatory arrangement duly adopted and approved by the Board of Directors (including, without limitation, shares issued or issuable under the 2024 Equity Incentive Plan, as the same may be amended from time to time);
(iii) shares of Common Stock issued as a dividend or distribution on shares of Series Seed Preferred Stock or issued in connection with a stock split, stock dividend, combination, or recapitalization for which adjustments are made under Section 5.4(e);
(iv) shares of Common Stock issued or issuable in connection with bona fide strategic transactions (including joint ventures, manufacturing arrangements, marketing arrangements, technology licensing arrangements, or similar transactions) approved by the Board of Directors, including approval by the Series Seed Director (as defined in Section 5.5(b)); and
(v) shares of Common Stock issued or issuable in connection with equipment leasing, bank financing, debt financing, or similar transactions approved by the Board of Directors, including approval by the Series Seed Director.
For the avoidance of doubt, the issuance of any security or obligation of the Corporation that is convertible into, or exercisable or exchangeable for, shares of Common Stock shall be treated as an issuance of Additional Shares of Common Stock for purposes of this Section 5.4(d) at the time of issuance of such convertible, exercisable, or exchangeable security or obligation, and the consideration received therefor shall be deemed to include any consideration received by the Corporation for such security or obligation and any additional consideration payable to the Corporation upon the conversion, exercise, or exchange thereof.
Section 5.4(e) — Adjustments for Stock Splits, Dividends, Combinations, and Recapitalizations.  In the event the Corporation shall at any time after the filing of this Restated Certificate (i) declare or pay a dividend on the outstanding Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of shares, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification or recapitalization of the Common Stock, then in each such case the Conversion Price in effect immediately prior to such event shall be proportionally adjusted so that the holder of each share of Series Seed Preferred Stock shall thereafter be entitled to receive, upon conversion, the number and kind of shares of Common Stock or other capital stock of the Corporation that such holder would have received if such holder had converted such shares of Series Seed Preferred Stock immediately prior to the happening of such event. An adjustment made pursuant to this Section 5.4(e) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or recapitalization.
Section 5.5 — Voting Rights.
Section 5.5(a) — General Voting.  Except as otherwise expressly required by the DGCL or as provided in this Restated Certificate, the holders of Series Seed Preferred Stock shall be entitled to vote on all matters on which the holders of Common Stock are entitled to vote. Each holder of shares 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 pursuant to Section 5.4 hereof (initially, one (1) vote per share of Series Seed Preferred Stock). Except as otherwise required by the DGCL or as provided in this Restated Certificate (including Section 5.5(b) and Section 5.6), the holders of shares of Series Seed Preferred Stock shall vote together with the holders of shares of Common Stock as a single class on all matters submitted to a vote of stockholders.
Section 5.5(b) — Election of Directors.  The Board of Directors shall consist of five (5) directors, who shall be elected as follows:
(i) The holders of a majority of the shares of Series Seed Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series Seed Director"). The initial Series Seed Director shall be determined in accordance with the Voting Agreement (as defined below).
(ii) The holders of a majority of the shares of Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the "Common Directors"). The initial Common Directors shall be determined in accordance with the Voting Agreement.
(iii) The holders of the Common Stock and the Series Seed Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board of Directors, each of whom shall be an individual who is not an employee or officer of the Corporation and who is not a partner, member, manager, or employee of any holder of five percent (5%) or more of the outstanding equity of the Corporation (the "Independent Directors"). The initial Independent Directors shall be determined in accordance with the Voting Agreement.
The foregoing provisions of this Section 5.5(b) are subject to the terms of that certain Voting Agreement entered into among the Corporation, the investors in the Corporation's Series Seed preferred stock financing, and the key holders of the Corporation's Common Stock (the "Voting Agreement"), as such Voting Agreement may be amended from time to time in accordance with its terms.
Section 5.6 — Protective Provisions.
So long as any shares of Series Seed Preferred Stock remain outstanding, the Corporation shall not, directly or indirectly, whether by merger, consolidation, or otherwise, without first obtaining the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class:
Section 5.6(a) — Senior or Pari Passu Securities.  Authorize or issue, or obligate itself to authorize or issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security of the Corporation) having rights, preferences, or privileges senior to or on parity with the Series Seed Preferred Stock as to dividends, liquidation preference, redemption, or any other material right, or reclassify any existing security into such a security.
Section 5.6(b) — Charter Amendments.  Amend, alter, waive, or repeal any provision of the Certificate of Incorporation (including this Restated Certificate) or the Bylaws of the Corporation, whether by merger, consolidation, or otherwise, in a manner that adversely alters or changes the powers, preferences, privileges, or rights of the Series Seed Preferred Stock.
Section 5.6(c) — Dividend Declarations.  Declare or pay any dividend on, or make any distribution with respect to, any shares of Common Stock or any other equity securities of the Corporation (other than (i) dividends payable solely in additional shares of Common Stock, and (ii) repurchases of shares of Common Stock from employees, officers, directors, or consultants of the Corporation upon termination of service at a price not exceeding the lower of the original purchase price or the then-current fair market value of such shares, pursuant to agreements containing vesting and repurchase provisions approved by the Board of Directors).
Section 5.6(d) — Option Pool Increases.  Increase the number of shares of Common Stock reserved for issuance under any equity incentive plan, stock purchase plan, stock option plan, or similar compensatory arrangement (including the 2024 Equity Incentive Plan), or adopt any new equity incentive plan, stock purchase plan, stock option plan, or similar compensatory arrangement for the benefit of employees, officers, directors, consultants, or other service providers of the Corporation.
Section 5.6(e) — Indebtedness.  Create, incur, assume, guarantee, or otherwise become liable for (whether directly, contingently, or otherwise) any indebtedness for borrowed money in excess of $250,000 in the aggregate at any time outstanding, other than (i) trade payables and other liabilities incurred in the ordinary course of business consistent with past practice, (ii) intercompany indebtedness among the Corporation and its wholly-owned subsidiaries, and (iii) purchase money financing or capital lease obligations in the ordinary course of business not to exceed $100,000 in the aggregate.
Section 5.6(f) — Acquisitions.  Consummate, or commit to consummate, any acquisition of, merger with, or investment in another entity, business, or division thereof (whether by merger, consolidation, purchase of equity interests, purchase or license of assets, or any other transaction or series of related transactions) involving aggregate consideration (including cash, securities, assumed liabilities, earn-outs, and any other form of consideration) in excess of $500,000 individually or in the aggregate during any twelve-month period.
Section 5.6(g) — Related-Party Transactions.  Enter into or be a party to any transaction or arrangement with any director, officer, employee, or holder of five percent (5%) or more of the outstanding capital stock of the Corporation (or any Affiliate of any of the foregoing) if such transaction involves aggregate consideration in excess of $100,000, unless such transaction has been approved by a majority of the disinterested members of the Board of Directors. For purposes of this Section 5.6(g), "Affiliate" shall mean, with respect to any specified person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such specified person or entity.
Section 5.6(h) — Liquidation or Dissolution.  Voluntarily liquidate, dissolve, or wind up the affairs of the Corporation, or effect any Deemed Liquidation Event, in each case unless the requisite consent of the holders of Series Seed Preferred Stock has been obtained as set forth in Section 5.3(b) and this Section 5.6.
Section 5.6(i) — Redemption or Repurchase.  Redeem, repurchase, or otherwise acquire any shares of capital stock of the Corporation (or any options, warrants, or other rights to acquire shares of capital stock), except for (i) repurchases of shares of unvested Common Stock from former employees, officers, directors, consultants, or other service providers of the Corporation pursuant to the terms of stock restriction agreements or similar agreements, at a price per share not exceeding the lower of the original purchase price and the then-current fair market value of such shares, and (ii) the exercise by the Corporation of contractual rights of first refusal over shares offered for transfer by stockholders, in each case as approved by the Board of Directors.
Section 5.6(j) — Changes to Board Size.  Increase or decrease the authorized number of members of the Board of Directors from five (5) directors, or otherwise alter the composition of the Board of Directors in a manner inconsistent with the provisions of Section 5.5(b) hereof.
Section 5.7 — No Redemption.
The shares of Series Seed Preferred Stock are not redeemable at the option of any holder thereof. Nothing in this Section 5.7 shall be construed to limit the Corporation's right to repurchase or redeem shares of its capital stock in a transaction approved by the Board of Directors and consented to by the holders of the requisite number of shares of Series Seed Preferred Stock to the extent required by Section 5.6(i) hereof.
Section 5.8 — Notices.
Any notice required or permitted under this Article V to be given to the holders of Series Seed Preferred Stock shall be given in writing and shall be deemed effectively given upon personal delivery, upon delivery by nationally recognized overnight courier service, or upon the fifth (5th) business day after mailing by first-class mail, postage prepaid, addressed to each holder at such holder's address as it appears on the books and records of the Corporation (or at such other address as such holder may designate by ten (10) days' advance written notice to the Corporation), and in each case in accordance with the notice provisions of the Bylaws of the Corporation.
ARTICLE VI
EQUITY INCENTIVE PLAN
The Corporation is authorized to reserve 1,600,000 shares of Common Stock for issuance under the Corporation's 2024 Equity Incentive Plan (the "2024 Plan" or the "2024 Equity Incentive Plan"), as adopted by the Board of Directors on March 1, 2024, and as the same may be amended from time to time with appropriate Board and stockholder approval. The total number of shares reserved under the 2024 Plan reflects (i) 400,000 shares of Common Stock initially authorized for issuance under the 2024 Plan upon its adoption and (ii) an increase of 1,200,000 shares of Common Stock approved by the Board of Directors and the stockholders of the Corporation in connection with the Corporation's Series Seed preferred stock financing.
As of the date of filing of this Restated Certificate, 175,000 of such reserved shares are subject to outstanding option grants to employees, officers, directors, and consultants of the Corporation, and 1,425,000 shares remain available for future grants under the 2024 Plan. Shares of Common Stock underlying awards granted under the 2024 Plan that are forfeited, cancelled, expire unexercised, or are repurchased by the Corporation at the original purchase price shall be returned to the pool of shares available for future issuance under the 2024 Plan.
The issuance of shares of Common Stock pursuant to the 2024 Plan (and any successor equity incentive plan) shall be subject to the protective provisions set forth in Section 5.6(d) hereof, to the extent applicable.
ARTICLE VII
BOARD OF DIRECTORS
Section 7.1 — Number of Directors.
The number of directors constituting the Board of Directors of the Corporation shall be five (5), unless such number is changed by an amendment to this Restated Certificate or the Bylaws of the Corporation adopted in accordance with applicable law and the protective provisions set forth in Section 5.6 hereof (including, without limitation, Section 5.6(j)).
Section 7.2 — Election of Directors.
The election of directors shall be conducted in accordance with the class voting rights set forth in Section 5.5(b) of this Restated Certificate. The nomination and election of directors shall further be subject to the terms and conditions of the Voting Agreement among the Corporation, the investors in the Corporation's Series Seed preferred stock financing (collectively, the "Investors"), and the holders of Common Stock who are parties thereto (the "Key Holders"), as such Voting Agreement may be amended from time to time in accordance with its terms.
Section 7.3 — Removal.
Any director may be removed from office, with or without cause, in the manner provided by the DGCL, subject to and in accordance with the class voting rights set forth in Section 5.5(b) hereof. For the avoidance of doubt, the Series Seed Director may only be removed by the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class, and each Common Director may only be removed by the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Common Stock, voting as a separate class.
Section 7.4 — Powers.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, as provided by the DGCL. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Restated Certificate, or the Bylaws, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Restated Certificate, the Bylaws, and the protective provisions set forth in Section 5.6 hereof.
ARTICLE VIII
LIMITATION OF LIABILITY
To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, nothing in this Article VIII shall eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful stock redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
No amendment to, repeal of, or adoption of any provision inconsistent with this Article VIII shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or adoption with respect to any act or omission of such director occurring prior to the time of such amendment, repeal, or adoption. If the DGCL is amended after the date of filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, automatically and without further action, upon the date such amendment becomes effective.
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), each person who was or is made a party to, or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to any employee benefit plan), against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding.
The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effect as the indemnification provided to directors and officers pursuant to this Article IX, or to such lesser extent as the Board of Directors may determine.
The Corporation shall have the power to advance expenses (including attorneys' fees) incurred by any person entitled to indemnification under this Article IX in defending any Proceeding prior to the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Article IX or otherwise.
The rights to indemnification and advancement of expenses conferred in this Article IX shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Restated Certificate, provision of the Bylaws, agreement (including, without limitation, any Indemnification Agreement entered into between the Corporation and any director or officer, such as the Indemnification Agreement with David Hargrove), vote of stockholders, vote of disinterested directors, or otherwise. The Corporation is authorized to enter into individual indemnification agreements with any or all of its directors and officers, and such agreements may provide rights of indemnification and advancement of expenses that are broader than those set forth in this Article IX, to the fullest extent permitted by the DGCL.
The rights to indemnification and advancement of expenses conferred in this Article IX shall be contract rights and shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, and administrators.
The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
ARTICLE X
BYLAWS
The Board of Directors of the Corporation is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation, in whole or in part, by the affirmative vote of a majority of the total number of directors then in office, subject to the protective provisions set forth in Section 5.6 hereof. The stockholders of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation, in whole or in part, by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the foregoing, no amendment, alteration, or repeal of the Bylaws shall be effective if such amendment, alteration, or repeal would require the consent of the holders of Series Seed Preferred Stock under Section 5.6 hereof, unless such consent has been duly obtained.
ARTICLE XI
ELECTION NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL
The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL (the "Business Combinations Statute"). Section 203 of the DGCL restricts certain business combinations between a corporation and an "interested stockholder" (generally defined as any person who is the beneficial owner of 15% or more of the outstanding voting stock of the corporation). By making this election, the Corporation and its stockholders shall not be subject to the restrictions of Section 203 of the DGCL.
ARTICLE XII
FORUM SELECTION
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court of the State of Delaware, or, if no state court of the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:
(i) any derivative action or proceeding brought on behalf of the Corporation;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Restated Certificate, or the Bylaws of the Corporation (as each may be amended from time to time);
(iv) any action to interpret, apply, enforce, or determine the validity of this Restated Certificate or the Bylaws of the Corporation (including any right, obligation, or remedy thereunder); or
(v) any action as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or any other action governed by the internal affairs doctrine of the State of Delaware.
This Article XII shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder, or any other claim for which the federal courts have exclusive jurisdiction.
Federal Forum Provision. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the rules and regulations promulgated thereunder.
Any person or entity purchasing, holding, or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of this Article XII is filed in a court other than a court located within the State of Delaware (a "Foreign Action") in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Article XII and (b) having service of process made upon such stockholder in any such action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder.
ARTICLE XIII
AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate or the Bylaws of the Corporation (and in addition to any other vote that may be required by applicable law), any amendment, alteration, change, or repeal of any provision of this Restated Certificate that would adversely alter or change the powers, preferences, privileges, or special rights of the Series Seed Preferred Stock shall require the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class, in accordance with Section 5.6(b) of this Restated Certificate and as required by the DGCL.
ARTICLE XIV
CORPORATE OPPORTUNITY WAIVER
To the fullest extent permitted by Section 122(17) of the DGCL, as the same exists or may hereafter be amended, the Corporation hereby renounces any interest or expectancy of the Corporation in, and any right of the Corporation to be offered an opportunity to participate in, any business opportunity that may from time to time be presented to, or acquired, created, or developed by, or which may otherwise come into the possession of, any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries (each, a "Non-Employee Director"), including but not limited to any Non-Employee Director who is a partner, member, manager, managing director, employee, officer, or agent of any stockholder of the Corporation or any Affiliate of any such stockholder, including, without limitation, the following entities and their respective Affiliates (each, an "Investor Entity"):
•  Cobalt Ventures LP
•  Cobalt Ventures Fund III, LP
•  Cobalt Ventures GP III, LLC
•  Pinewood Health Ventures, LLC
•  Thornfield Capital Partners, LP
•  Thornfield Capital GP, LLC
•  Atlas Point Angel Syndicate, LLC
and any successor entities, parallel funds, and related investment vehicles of the foregoing.
No Non-Employee Director shall be liable to the Corporation or its stockholders for breach of any fiduciary or other duty by reason of the fact that such person pursues or acquires any such business opportunity for such person's own account, directs such business opportunity to another person or entity, or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation, and the Corporation hereby waives and releases any claim that it may otherwise have against any Non-Employee Director based on the doctrines of corporate opportunity or otherwise by reason of the fact that such person does not present such opportunity to the Corporation.
The foregoing provisions of this Article XIV shall not limit the duty of loyalty or other fiduciary duties owed to the Corporation by any director who is also an officer or employee of the Corporation with respect to business opportunities that are presented to such person solely in his or her capacity as a director, officer, or employee of the Corporation.
If any provision of this Article XIV or any aspect of any business opportunity waiver or renunciation made herein shall be held to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Article XIV shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the undersigned, being the duly authorized officer of the Corporation, has executed this Amended and Restated Certificate of Incorporation on this 9th day of February, 2026.
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Date: February 9, 2026
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
FILED: _____, 2026
SECRETARY OF STATE OF THE STATE OF DELAWARE
BY: _____
AUTHORIZED OFFICER
CORPORATION FILE NO. 7294531
EIN: 93-4127856
PRINCIPAL OFFICE ADDRESS FOR RECORDS: 225 Binney Street, Suite 400 Cambridge, MA 02142

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

MERIDIAN DIAGNOSTICS, INC.

ARTICLE I

ARTICLE II

REGISTERED AGENT AND REGISTERED OFFICE

ARTICLE III

PURPOSE

ARTICLE IV

AUTHORIZED CAPITAL STOCK

ARTICLE V

RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS

OF SERIES SEED PREFERRED STOCK

ARTICLE VI

EQUITY INCENTIVE PLAN

ARTICLE VII

BOARD OF DIRECTORS

ARTICLE VIII

LIMITATION OF LIABILITY

ARTICLE IX

INDEMNIFICATION

ARTICLE X

ARTICLE XI

ELECTION NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL

ARTICLE XII

FORUM SELECTION

ARTICLE XIII

AMENDMENT

ARTICLE XIV

CORPORATE OPPORTUNITY WAIVER

MERIDIAN DIAGNOSTICS, INC.

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

SECRETARY OF STATE OF THE STATE OF DELAWARE

AUTHORIZED OFFICER

CORPORATION FILE NO. 7294531

EIN: 93-4127856

Record

Parties

Dates

Amounts