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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

MERIDIAN DIAGNOSTICS, INC.

a Delaware corporation

Dated as of February 9, 2026

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this "Agreement") is made and entered into as of February 9, 2026, by and among:

(i) Meridian Diagnostics, Inc., a Delaware corporation (the "Company");

(ii) the investors listed on Exhibit A attached hereto (each, an "Investor" and collectively, the "Investors"); and

(iii) the key holders listed on Exhibit B attached hereto (each, a "Key Holder" and collectively, the "Key Holders").

The Company, the Investors, and the Key Holders are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company has authorized the sale and issuance of an aggregate of 4,479,981 shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a purchase price of $2.6786 per share, pursuant to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors (the "Purchase Agreement");

WHEREAS, the Company has filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 9, 2026, which, among other things, authorizes the issuance of the Series Seed Preferred Stock and sets forth the rights, preferences, privileges, and restrictions thereof;

WHEREAS, the Key Holders are the holders of shares of Common Stock of the Company, as more particularly set forth on Exhibit B hereto, specifically: Dr. Priya Ramaswamy, who holds 5,500,000 shares of Common Stock, and Dr. Julian Ochoa, who holds 3,500,000 shares of Common Stock;

WHEREAS, as a condition and inducement to the closing of the transactions contemplated by the Purchase Agreement, the Parties desire to enter into this Agreement to provide the Company and the Investors with a right of first refusal and a right of co-sale with respect to certain transfers of shares of Capital Stock held by the Key Holders, on the terms and conditions set forth herein;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are entering into (a) that certain Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors (the "Investors' Rights Agreement"), and (b) that certain Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders (the "Voting Agreement"); and

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of the Investors to consummate the purchase of the Series Seed Preferred Stock under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if such first Person owns or holds, directly or indirectly, more than fifty percent (50%) of the voting equity interests of such other Person.

1.2 "Capital Stock" means (a) all shares of Common Stock, (b) all shares of Series Seed Preferred Stock, and (c) any shares of Common Stock or other capital stock of the Company issued or issuable upon the conversion, exchange, or exercise of the Series Seed Preferred Stock or any other convertible securities of the Company. For the avoidance of doubt, Capital Stock includes all shares of Common Stock issuable upon conversion of the Series Seed Preferred Stock in accordance with the Amended and Restated Certificate of Incorporation.

1.3 "Change of Control" means (a) a merger, consolidation, or other business combination of the Company with or into any other corporation or entity after which the stockholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the outstanding voting power of the surviving or resulting entity (or its parent entity), (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company, or (c) the grant of an exclusive license of all or substantially all of the intellectual property of the Company, in each case in a single transaction or a series of related transactions.

1.4 "Common Stock" means shares of common stock, par value $0.0001 per share, of Meridian Diagnostics, Inc.

1.5 "Company" means Meridian Diagnostics, Inc., a Delaware corporation, with its principal office located at 225 Binney Street, Suite 400, Cambridge, MA 02142, together with any successor thereto.

1.6 "Equity Securities" means any securities of the Company having voting rights in the election of the Board of Directors of the Company, including without limitation shares of Common Stock and Series Seed Preferred Stock; provided, however, that "Equity Securities" shall not include any security the voting rights of which arise solely from the application of standard protective provisions contained in the Amended and Restated Certificate of Incorporation or this Agreement, which protective provisions relate to the protection of the rights, preferences, and privileges of a specific class or series of stock as a class or series.

1.7 "Investor" means each holder of Series Seed Preferred Stock listed on Exhibit A hereto, together with such holder's successors and permitted assigns who become parties to this Agreement in accordance with the terms hereof, including any Person who acquires shares of Series Seed Preferred Stock and executes a joinder agreement in accordance with Section 8.5.

1.8 "Key Holder" means each Person listed on Exhibit B hereto. The initial Key Holders under this Agreement are Dr. Priya Ramaswamy and Dr. Julian Ochoa. Any Person who becomes a "Key Holder" by virtue of a joinder agreement pursuant to Section 2.5 or Section 4.2 shall thereafter be treated as a Key Holder for all purposes of this Agreement.

1.9 "Key Holder Shares" means (a) all shares of Capital Stock now held or hereafter acquired by any Key Holder, including without limitation shares of Common Stock and any shares of Capital Stock acquired after the date hereof by purchase, exercise of warrants, conversion, dividend, distribution, or otherwise; provided, however, that "Key Holder Shares" shall not include (i) shares of Common Stock issuable upon the exercise of stock options that have not yet been exercised, or (ii) shares of Common Stock that have been repurchased by the Company pursuant to the terms of the applicable Founder Stock Restriction Agreement. For the avoidance of doubt, once a stock option is exercised and shares of Common Stock are issued to a Key Holder in connection therewith, such shares shall thereafter constitute Key Holder Shares.

1.10 "Person" means any individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, association, governmental authority, or other entity of any kind or nature.

1.11 "Proposed Transfer" means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of, or any other like transfer or encumbering of any Key Holder Shares (or any interest therein), whether voluntary, involuntary, or by operation of law, including, without limitation, any transfer by gift, by bequest, by intestacy, pursuant to a divorce decree or order of a court of competent jurisdiction, or any transfer to a receiver, levying creditor, trustee, or receiver in bankruptcy, or otherwise. Notwithstanding the foregoing, "Proposed Transfer" shall not include any transfer described in Section 4.1 that qualifies as a Permitted Transfer.

1.12 "Prospective Transferee" means any Person to whom a Key Holder proposes to make a Proposed Transfer of Key Holder Shares.

1.13 "Purchase Agreement" means the Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors, as the same may be amended from time to time.

1.14 "Right of Co-Sale" has the meaning ascribed to such term in Section 3.1.

1.15 "Right of First Refusal" has the meaning ascribed to such term in Section 2.2.

1.16 "Secondary Notice" has the meaning ascribed to such term in Section 3.1.

1.17 "Series Seed Preferred Stock" means shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share, as designated in the Amended and Restated Certificate of Incorporation.

1.18 "Transfer Notice" has the meaning ascribed to such term in Section 2.1.

1.19 "Underwritten Public Offering" means a firmly underwritten public offering of shares of the Company's Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of Common Stock to the public at a firm commitment by one or more underwriters.

SECTION 2: RIGHT OF FIRST REFUSAL

2.1 Transfer Notice. Prior to making any Proposed Transfer of Key Holder Shares, the applicable Key Holder (the "Selling Key Holder") shall deliver a written notice (the "Transfer Notice") to the Company and to each Investor at least thirty (30) days prior to the proposed closing date of such Proposed Transfer. The Transfer Notice shall set forth in reasonable detail the following:

(a) the number of Key Holder Shares proposed to be transferred by the Selling Key Holder (the "Offered Shares");

(b) the proposed per-share purchase price for the Offered Shares (the "Offered Price");

(c) the identity of the Prospective Transferee, including the name, address, and principal business of such Prospective Transferee and, if the Prospective Transferee is an entity, the identity of the controlling persons thereof;

(d) the other material terms and conditions of the Proposed Transfer, including, without limitation, any representations, warranties, indemnification obligations, escrow arrangements, or other agreements to be entered into in connection with the Proposed Transfer; and

(e) the proposed closing date of the Proposed Transfer, which shall be no earlier than thirty (30) days after the date of delivery of the Transfer Notice.

If the consideration proposed to be received by the Selling Key Holder in connection with the Proposed Transfer consists, in whole or in part, of consideration other than cash (including securities, property, or any other form of non-cash consideration), then the Transfer Notice shall include a good faith determination by the Selling Key Holder of the fair market value of such non-cash consideration, stated in United States dollars. If the Company or any Investor disputes the Selling Key Holder's valuation of such non-cash consideration, the Company and the Selling Key Holder shall negotiate in good faith to agree upon the fair market value; provided, however, that if the parties are unable to agree within ten (10) days, the fair market value shall be determined by an independent, nationally recognized appraiser mutually acceptable to the Selling Key Holder and the Company, the cost of which shall be shared equally between the Selling Key Holder, on the one hand, and the Company (or, if applicable, the exercising Investors), on the other hand.

The Transfer Notice shall constitute a binding offer by the Selling Key Holder to sell the Offered Shares to the Company and/or the Investors, as applicable, at the Offered Price and on the terms set forth in the Transfer Notice, subject to the provisions of this Section 2.

2.2 Company Right of First Refusal. Upon receipt of the Transfer Notice, the Company shall have the first right, but not the obligation, to purchase all or any portion of the Offered Shares described in the Transfer Notice at the Offered Price and on the terms and conditions specified in the Transfer Notice (the "Right of First Refusal"). The Company may exercise the Right of First Refusal by delivering irrevocable written notice to the Selling Key Holder and to each Investor within fifteen (15) days of the Company's receipt of the Transfer Notice (such fifteen (15)-day period, the "Company Notice Period"), specifying the number of Offered Shares that the Company elects to purchase.

If the Company does not elect to purchase all of the Offered Shares, the Company shall, simultaneously with its notice of exercise (or, if the Company elects not to exercise the Right of First Refusal at all, promptly following the expiration of the Company Notice Period), deliver written notice to each Investor stating (a) the number of Offered Shares, if any, that the Company has elected to purchase and (b) the number of remaining Offered Shares available for purchase by the Investors (the "Remaining Shares"). If the Company fails to deliver any notice within the Company Notice Period, the Company shall be deemed to have declined to exercise the Right of First Refusal with respect to all of the Offered Shares, and the Company shall promptly notify the Investors of the availability of all Offered Shares as Remaining Shares.

2.3 Investor Right of First Refusal. If the Company does not exercise its Right of First Refusal with respect to all of the Offered Shares, each Investor shall have the right, but not the obligation, exercisable within fifteen (15) days after the later of (a) the expiration of the Company Notice Period and (b) the date of receipt by such Investor of the Company's notice regarding the Remaining Shares (such fifteen (15)-day period, the "Investor Notice Period"), to purchase up to its pro rata share of the Remaining Shares at the Offered Price and on the terms and conditions specified in the Transfer Notice.

For purposes of this Section 2.3, each Investor's "pro rata share" shall be determined by multiplying the total number of Remaining Shares by a fraction, the numerator of which is the total number of shares of Capital Stock held by such Investor (determined on an as-converted-to-Common-Stock basis) as of the date of the Transfer Notice, and the denominator of which is the total number of shares of Capital Stock held by all Investors (determined on an as-converted-to-Common-Stock basis) as of the date of the Transfer Notice. An Investor may elect to purchase less than its full pro rata share by so indicating in its written notice of exercise.

Over-Allotment Right. If any Investor does not elect to purchase its full pro rata share of the Remaining Shares (a "Non-Purchasing Investor"), the shares that such Non-Purchasing Investor declined to purchase (the "Over-Allotment Shares") shall be allocated among those Investors who did elect to purchase their full pro rata share and who indicated in their notice of exercise a willingness to purchase Over-Allotment Shares (each, an "Over-Allotment Investor"), pro rata based on the relative number of shares of Capital Stock held by each Over-Allotment Investor (on an as-converted basis) relative to the aggregate number of shares held by all Over-Allotment Investors (on an as-converted basis), or in such other proportion as the Over-Allotment Investors may agree among themselves. The over-allotment process shall be completed within five (5) business days following the expiration of the Investor Notice Period.

Each Investor wishing to exercise its rights under this Section 2.3 shall deliver irrevocable written notice to the Selling Key Holder and the Company prior to the expiration of the Investor Notice Period, specifying the number of Remaining Shares such Investor elects to purchase and whether such Investor wishes to participate in the over-allotment.

2.4 Closing of ROFR Purchase. The closing of any purchase of Offered Shares by the Company and/or the Investors pursuant to this Section 2 (the "ROFR Closing") shall take place at the principal office of the Company (or at such other location as may be mutually agreed) within ten (10) business days following the expiration of all applicable notice periods under Sections 2.2 and 2.3 (including any over-allotment period), or at such other time and place as the Selling Key Holder and the purchasing parties may mutually agree. At the ROFR Closing:

(a) the Selling Key Holder shall deliver to the Company and/or each purchasing Investor, as applicable, certificates or instruments representing the Offered Shares being purchased, duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, and encumbrances (other than those imposed by this Agreement, the Voting Agreement, applicable securities laws, and the Amended and Restated Certificate of Incorporation);

(b) the purchase price for the Offered Shares shall be paid at the Offered Price and on the same terms as set forth in the Transfer Notice; provided, however, that if the consideration specified in the Transfer Notice includes non-cash consideration, the Company or the purchasing Investors may, at their election, pay the fair market value thereof in cash, based on the good faith valuation set forth in the Transfer Notice (or as otherwise determined in accordance with Section 2.1); and

(c) the parties shall execute and deliver such additional documents, instruments, and agreements as may be reasonably necessary to consummate the purchase, including any required spousal or domestic partner consents.

2.5 Transfer of Unsubscribed Shares. If the Company and the Investors collectively do not elect to purchase all of the Offered Shares pursuant to this Section 2 (the shares not so purchased, the "Unsubscribed Shares"), the Selling Key Holder may, subject to the co-sale rights set forth in Section 3, sell the Unsubscribed Shares to the Prospective Transferee identified in the Transfer Notice; provided, however, that:

(a) such sale is made at a per-share price not less than the Offered Price specified in the Transfer Notice;

(b) the terms and conditions of such sale are not more favorable to the Prospective Transferee than those set forth in the Transfer Notice;

(c) such sale is consummated within sixty (60) days following the expiration of all applicable ROFR notice and exercise periods under this Section 2 (including any over-allotment period and any period for exercise of co-sale rights under Section 3); and

(d) as a condition precedent to such sale, the Prospective Transferee shall execute and deliver a joinder agreement, in form and substance reasonably satisfactory to the Company and the holders of a majority of the Series Seed Preferred Stock then outstanding, pursuant to which such Prospective Transferee agrees to be bound by and subject to all of the terms and conditions of this Agreement as a "Key Holder" hereunder (to the extent such Prospective Transferee is acquiring shares of Common Stock or other Capital Stock that would constitute Key Holder Shares).

If the Selling Key Holder does not consummate the sale of the Unsubscribed Shares to the Prospective Transferee within the sixty (60)-day period described above, or if the Selling Key Holder proposes to sell the Unsubscribed Shares at a price below the Offered Price or on terms more favorable to the Prospective Transferee than those set forth in the Transfer Notice, the Selling Key Holder must deliver a new Transfer Notice in accordance with Section 2.1 before any such transfer may be consummated, and the rights of the Company and the Investors under this Section 2 and Section 3 shall again apply in full.

SECTION 3: RIGHT OF CO-SALE

3.1 Co-Sale Right. If any Key Holder Shares subject to a Transfer Notice are not purchased by the Company or the Investors pursuant to the Right of First Refusal set forth in Section 2, and the Selling Key Holder proceeds with the Proposed Transfer to the Prospective Transferee, each Investor shall have the right (the "Right of Co-Sale"), but not the obligation, to participate in such Proposed Transfer on the same terms and conditions as the Selling Key Holder, as set forth in this Section 3.

Within five (5) business days after the expiration of all applicable ROFR notice and exercise periods under Section 2 (including any over-allotment period), the Company shall deliver a written notice (the "Secondary Notice") to each Investor. The Secondary Notice shall set forth the following:

(a) a statement that the Selling Key Holder intends to proceed with the Proposed Transfer described in the Transfer Notice;

(b) the number of Unsubscribed Shares to be transferred to the Prospective Transferee;

(d) a reminder of each Investor's Right of Co-Sale under this Section 3; and

(e) the deadline by which each Investor must notify the Selling Key Holder of its intent to exercise the Right of Co-Sale.

Each Investor who wishes to exercise the Right of Co-Sale shall deliver irrevocable written notice (the "Co-Sale Election Notice") to the Selling Key Holder, with a copy to the Company, within fifteen (15) days after receipt of the Secondary Notice. The Co-Sale Election Notice shall specify the maximum number of shares of Capital Stock that such Investor desires to include in the Proposed Transfer.

3.2 Pro Rata Participation. Each Investor who timely delivers a Co-Sale Election Notice (a "Participating Investor") may sell in the Proposed Transfer, in lieu of the Selling Key Holder, up to a number of shares equal to the product of:

(a) the total number of Unsubscribed Shares to be transferred by the Selling Key Holder to the Prospective Transferee (after taking into account any shares purchased by the Company and/or the Investors pursuant to the Right of First Refusal under Section 2); multiplied by

(b) a fraction, the numerator of which is the number of shares of Capital Stock held by such Participating Investor as of the date of the Transfer Notice (determined on an as-converted-to-Common-Stock basis), and the denominator of which is the sum of (i) the number of Key Holder Shares held by the Selling Key Holder as of the date of the Transfer Notice, plus (ii) the aggregate number of shares of Capital Stock held by all Participating Investors as of the date of the Transfer Notice (determined on an as-converted-to-Common-Stock basis).

To the extent that one or more Participating Investors exercise the Right of Co-Sale, the number of Key Holder Shares that the Selling Key Holder may sell in the Proposed Transfer shall be correspondingly reduced, on a share-for-share basis, by the aggregate number of shares to be sold by all Participating Investors. The Selling Key Holder shall not be obligated to sell more than the total number of Unsubscribed Shares described in the Transfer Notice, and in no event shall the aggregate number of shares sold by the Selling Key Holder and all Participating Investors exceed the total number of Unsubscribed Shares.

If any Participating Investor elects to sell fewer shares than the maximum number permitted under this Section 3.2, the excess shares shall revert to the Selling Key Holder for inclusion in the Proposed Transfer.

3.3 Terms of Co-Sale. Each Participating Investor shall sell its shares in the Proposed Transfer on the same terms and conditions as the Selling Key Holder, including with respect to the per-share price, form of consideration, representations and warranties, indemnification obligations, escrow arrangements, and any other material terms. Each Participating Investor shall make such representations, warranties, and covenants, and shall agree to such indemnification obligations, as are made or agreed to by the Selling Key Holder in connection with the Proposed Transfer; provided, however, that each Participating Investor shall only be required to make representations and warranties as to (a) such Participating Investor's ownership of and authority to sell the shares being sold by such Participating Investor, (b) the absence of liens and encumbrances on such shares (other than those imposed by this Agreement and applicable securities laws), and (c) such Participating Investor's authority to enter into the transaction. In no event shall any Participating Investor be required to make representations or warranties regarding the business, operations, financial condition, or prospects of the Company.

Each Participating Investor shall be liable for its proportionate share of any indemnification obligations and escrow arrangements in connection with the Proposed Transfer, based on the ratio of the number of shares sold by such Participating Investor to the total number of shares sold in the Proposed Transfer; provided that no Participating Investor shall be liable for indemnification obligations in excess of the net proceeds received by such Participating Investor in the Proposed Transfer.

If the Prospective Transferee refuses to allow the participation of the Participating Investors in the Proposed Transfer on the terms set forth in this Section 3, the Selling Key Holder shall not consummate the Proposed Transfer, and any purported consummation of such transfer without providing for the co-sale participation of the Participating Investors shall be subject to the remedies set forth in Section 5 of this Agreement.

If the consideration to be received in the Proposed Transfer includes non-cash consideration, each Participating Investor shall be entitled to receive its pro rata share of such non-cash consideration (or, at the election of the Selling Key Holder, the cash equivalent thereof based on the good faith valuation set forth in the Transfer Notice). If the non-cash consideration is not readily divisible among the sellers, the Selling Key Holder and the Participating Investors shall cooperate in good faith to allocate such consideration equitably.

3.4 Delivery of Shares. Each Participating Investor shall deliver to the Selling Key Holder or directly to the Prospective Transferee (as directed by the Selling Key Holder), on or prior to the closing of the Proposed Transfer, the following:

(a) one or more certificates or instruments representing the shares of Capital Stock to be sold by such Participating Investor in the Proposed Transfer, duly endorsed for transfer or accompanied by duly executed stock powers, in proper form for transfer, free and clear of all liens, claims, and encumbrances (other than those imposed by this Agreement, the Voting Agreement, and applicable securities laws); and

(b) such other documents, instruments, and agreements as may be reasonably required to consummate the co-sale, including any required spousal or domestic partner consents.

If a Participating Investor fails to deliver its shares and related documents in a timely manner, such Participating Investor shall be deemed to have forfeited its Right of Co-Sale with respect to the applicable Proposed Transfer, and the Selling Key Holder may proceed with the Proposed Transfer without the participation of such Participating Investor.

Concurrently with or promptly following the closing of the Proposed Transfer, the Selling Key Holder shall remit, or shall cause the Prospective Transferee to remit, to each Participating Investor, the consideration to which such Participating Investor is entitled by virtue of its participation in the Proposed Transfer.

If shares of Series Seed Preferred Stock are sold by a Participating Investor in a Proposed Transfer, such shares shall be converted to Common Stock immediately prior to the closing of the Proposed Transfer if required by the terms of the transaction or the Amended and Restated Certificate of Incorporation. The Company shall cooperate with the Participating Investor to effectuate any such conversion.

SECTION 4: EXEMPT TRANSFERS

4.1 Permitted Transfers. Notwithstanding anything to the contrary contained in Sections 2 and 3 of this Agreement, the Right of First Refusal and the Right of Co-Sale shall not apply to any of the following transfers of Key Holder Shares (each, a "Permitted Transfer"):

(a) Transfers to Family Members. Any transfer by a Key Holder who is a natural person to such Key Holder's spouse, domestic partner, parents, siblings, children (including adopted children and stepchildren), or grandchildren, or to a trust, family limited partnership, or limited liability company established and maintained solely for the benefit of any one or more of the foregoing family members or the Key Holder;

(b) Gifts and Estate Planning Transfers. Any transfer by a Key Holder who is a natural person, by gift or for estate planning purposes, including without limitation to a revocable trust of which the Key Holder is the sole trustee and sole beneficiary during his or her lifetime, or by operation of law upon the death of the Key Holder to his or her heirs or estate;

(c) Transfers to Affiliates. Any transfer by a Key Holder to an Affiliate of such Key Holder; provided that such Affiliate remains an Affiliate of such Key Holder following the transfer;

(d) Repurchases by the Company. Any transfer to the Company, including without limitation repurchases of unvested shares by the Company pursuant to the terms of the Founder Stock Restriction Agreements between the Company and each Key Holder, or repurchases of shares pursuant to the Company's 2024 Equity Incentive Plan or any successor equity incentive plan approved by the Board of Directors;

(e) Change of Control Transactions. Any transfer in connection with a Change of Control, to the extent that such transfers are governed by the drag-along provisions set forth in the Voting Agreement, including without limitation the drag-along threshold of an aggregate transaction value of not less than $84,000,000;

(f) Underwritten Public Offerings. Any transfer in connection with an Underwritten Public Offering of the Company's Common Stock; and

(g) Board-Approved Transfers. Any transfer approved by the Board of Directors of the Company, including the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock voting as a separate class.

4.2 Conditions to Exempt Transfers. Any Permitted Transfer pursuant to Section 4.1(a), (b), (c), or (g) above shall be subject to the following conditions:

(a) Joinder Agreement. Prior to the consummation of any such Permitted Transfer, the proposed transferee shall execute and deliver to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company and the holders of a majority of the outstanding shares of Series Seed Preferred Stock, pursuant to which such transferee agrees to be bound by and subject to all of the terms, conditions, and obligations of this Agreement applicable to a "Key Holder" hereunder, with the same force and effect as if such transferee were an original signatory hereto as a Key Holder. The requirement to execute a joinder agreement shall not apply to any transfer to the Company pursuant to Section 4.1(d) or any transfer in connection with an Underwritten Public Offering pursuant to Section 4.1(f) or a Change of Control pursuant to Section 4.1(e).

(b) Continued Application. All Key Holder Shares transferred pursuant to a Permitted Transfer shall remain "Key Holder Shares" for all purposes of this Agreement following such transfer, and shall continue to be subject to all of the rights and restrictions set forth in this Agreement (including Sections 2, 3, and 7) as if such shares continued to be held by the original Key Holder.

(c) No Transfer to Competitors. No Permitted Transfer shall be made to any Person who is, or is an Affiliate of, a direct competitor of the Company in the molecular diagnostics industry, as reasonably determined by the Board of Directors of the Company (including the affirmative vote of a majority of the Preferred Directors, as defined in the Voting Agreement), without the prior written consent of the Company and the holders of a majority of the outstanding shares of Series Seed Preferred Stock.

SECTION 5: EFFECT OF FAILURE TO COMPLY

5.1 Void Transfers. Any Proposed Transfer or purported transfer of Key Holder Shares in violation of this Agreement (including any transfer without compliance with the Transfer Notice, Right of First Refusal, and Right of Co-Sale procedures set forth in Sections 2 and 3) shall be null, void, and of no force or effect, and the Company shall not (a) record any such transfer on its stock transfer books, (b) treat any purported transferee as the holder of such shares for any purpose, or (c) issue any certificate, uncertificated share, or book-entry credit representing such shares to such purported transferee. The Company shall have the right, and is hereby authorized and directed by each Key Holder, to refuse to register any such transfer and to place or maintain appropriate stop-transfer orders with respect thereto.

5.2 Right to Purchase Shares. If a Selling Key Holder makes or attempts to make a Proposed Transfer in contravention of this Agreement, each Investor shall have the right, in addition to all other remedies available at law or in equity, to purchase from the Selling Key Holder (or, if applicable, from the purported transferee) the number of shares transferred (or proposed to be transferred) in contravention of this Agreement. The per-share purchase price for such shares shall be equal to the per-share price actually paid by the Prospective Transferee (or, if no price was paid or the transfer was by gift, at the fair market value of such shares as determined in good faith by the Board of Directors of the Company). Each Investor's right to purchase shares under this Section 5.2 shall be exercisable for a period of sixty (60) days following the date on which such Investor first receives actual written notice (from the Company, the Selling Key Holder, or otherwise) of the non-compliant transfer. Each Investor's right to purchase shall be pro rata based on the relative number of shares of Capital Stock held by each Investor (on an as-converted basis) relative to all shares held by all Investors, with over-allotment rights in favor of those Investors who wish to purchase more than their pro rata share.

5.3 Specific Performance. In addition to any other rights and remedies available to the Parties under this Agreement or at law, the Parties acknowledge and agree that money damages alone would not be an adequate remedy for any breach of this Agreement, and that the Parties shall be entitled to seek equitable relief, including specific performance and injunctive relief (whether temporary, preliminary, or permanent), in any court of competent jurisdiction, without the necessity of proving actual damages and without the requirement of posting a bond or other security. The rights and remedies set forth in this Section 5 are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to the Parties under this Agreement, at law, or in equity.

SECTION 6: LEGEND

6.1 Legend on Certificates. Each certificate, book-entry, or other instrument representing Key Holder Shares shall bear a legend substantially in the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING RIGHTS OF FIRST REFUSAL AND CO-SALE RIGHTS, AS SET FORTH IN THAT CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, DATED AS OF FEBRUARY 9, 2026, BY AND AMONG MERIDIAN DIAGNOSTICS, INC., CERTAIN INVESTORS, AND CERTAIN KEY HOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF MERIDIAN DIAGNOSTICS, INC. AT ITS PRINCIPAL OFFICE. NO TRANSFER OF THESE SHARES MAY BE MADE EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT."

6.2 Securities Law Legend. In addition to the legend required by Section 6.1, each certificate, book-entry, or other instrument representing Key Holder Shares and each certificate, book-entry, or other instrument representing shares of Series Seed Preferred Stock shall bear any legend required by applicable federal and state securities laws, including a legend substantially in the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION. THE SHARES WERE ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION D, RULE 506(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED."

6.3 Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, Ledgermark Transfer Services, Inc. (or any successor transfer agent), to implement the transfer restrictions set forth in this Agreement. Such instructions shall provide that no transfer of Key Holder Shares shall be registered or effected unless the Company has confirmed to the transfer agent in writing that such transfer complies with the terms and conditions of this Agreement. The Company shall promptly provide a copy of this Agreement to the transfer agent and shall ensure that the transfer agent maintains appropriate stop-transfer orders and legends on file with respect to all Key Holder Shares and shares of Series Seed Preferred Stock.

6.4 Removal of Legends. The legends described in Sections 6.1 and 6.2 shall be removed, and the Company shall issue new certificates or book-entry credits without such legends, promptly upon (a) the termination of this Agreement pursuant to Section 8.1 (with respect to the legend described in Section 6.1) or (b) the registration of the shares under the Securities Act or the availability of an exemption from registration that permits the removal of the securities law legend (with respect to the legend described in Section 6.2), as applicable.

SECTION 7: LOCK-UP

7.1 Lock-Up Agreement. Each Key Holder hereby agrees that, in connection with the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act (the "IPO"), such Key Holder shall not, without the prior written consent of the managing underwriter of the IPO, during the period commencing on the effective date of the registration statement relating to the IPO and ending on the date that is one hundred eighty (180) days after such effective date (the "Lock-Up Period"), directly or indirectly:

(a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, pledge, or otherwise transfer or dispose of any shares of Capital Stock or any securities convertible into or exercisable or exchangeable for shares of Capital Stock held by such Key Holder (whether such shares or securities are then owned by such Key Holder or are thereafter acquired); or

(b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any shares of Capital Stock or securities convertible into or exercisable or exchangeable for shares of Capital Stock.

The restrictions set forth in this Section 7.1 are in addition to, and not in limitation of, the market stand-off provisions set forth in the Investors' Rights Agreement. Each Key Holder further agrees that, if requested by the managing underwriter of the IPO, such Key Holder will execute and deliver a separate lock-up agreement in customary form as may be reasonably requested by such managing underwriter, consistent with the terms of this Section 7.1. The Company shall require all directors and executive officers of the Company to enter into lock-up agreements on terms no less restrictive than those set forth in this Section 7.1.

7.2 Stop Transfer Instructions. In order to enforce the restrictions set forth in Section 7.1, the Company may, and is hereby authorized to, impose stop-transfer instructions with its transfer agent, Ledgermark Transfer Services, Inc. (or any successor transfer agent), with respect to any shares of Capital Stock held by the Key Holders for the duration of the Lock-Up Period. The Company shall promptly remove any such stop-transfer instructions upon the expiration of the Lock-Up Period.

SECTION 8: MISCELLANEOUS

8.1 Term and Termination. This Agreement shall become effective upon the execution and delivery hereof by the Parties and shall continue in full force and effect until the earliest to occur of the following:

(a) the closing of an Underwritten Public Offering;

(b) the closing of a Change of Control;

(c) the date on which all shares of Series Seed Preferred Stock have been converted to Common Stock and no Investor (or any Affiliate of an Investor) holds any shares of Capital Stock; or

(d) the date on which this Agreement is terminated by the written agreement of the Company, each of the Key Holders, and the holders of a majority of the shares of Series Seed Preferred Stock then outstanding.

Upon termination of this Agreement in accordance with this Section 8.1, all rights and obligations of the Parties hereunder shall terminate and be of no further force or effect; provided, however, that (i) the provisions of Sections 5, 8.3, 8.4, 8.6, 8.8, 8.9, and 8.13 shall survive any termination of this Agreement, and (ii) any rights or obligations that accrued prior to such termination shall survive to the extent necessary to enforce such accrued rights or obligations.

8.2 Amendments and Waivers.

(a) Amendment. This Agreement may be amended, modified, or supplemented only by a written instrument executed by (i) the Company, (ii) the Key Holders, and (iii) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding (determined on an as-converted basis). Any amendment so effected shall be binding upon and shall inure to the benefit of each Party hereto.

(b) Consent of Adversely Affected Key Holder. Notwithstanding the foregoing, no amendment, modification, or supplement that would (i) adversely affect the rights or obligations of any Key Holder in a manner that is different from, or disproportionate to, the effect on other Key Holders, or (ii) impose additional obligations or restrictions on a particular Key Holder that are not imposed on all Key Holders, shall be effective against such adversely affected Key Holder without the prior written consent of such Key Holder.

(c) Waiver. Any provision of this Agreement may be waived only by a written instrument executed by the Party against whom enforcement of such waiver is sought. No waiver of any provision of this Agreement shall constitute a continuing waiver or a waiver of any other provision of this Agreement. No waiver of any breach shall be deemed to be a waiver of any subsequent breach of the same or a different provision. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.

8.3 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

8.4 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or if the Superior Court of the State of Delaware also declines jurisdiction, the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally:

(a) agrees not to commence any such action or proceeding except in such courts;

(b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts;

(c) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts;

(d) waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any such action or proceeding; and

(e) consents to personal jurisdiction in such courts and agrees that service of process in any such action or proceeding may be effected in any manner permitted by law.

8.5 Successors and Assigns. The rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, heirs, personal representatives, and permitted assigns. The rights of an Investor under this Agreement (including the Right of First Refusal and the Right of Co-Sale) may be assigned by such Investor to any Person who acquires at least 200,000 shares of Series Seed Preferred Stock from such Investor (as adjusted for any stock split, stock dividend, combination, recapitalization, or similar event with respect to the Series Seed Preferred Stock); provided that such transferee or assignee executes and delivers to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such transferee or assignee agrees to be bound by the terms of this Agreement as an "Investor" hereunder. No Key Holder may assign any of its rights or obligations under this Agreement without the prior written consent of the Company and the holders of a majority of the outstanding shares of Series Seed Preferred Stock.

8.6 Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, and all exhibits and schedules thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties relating to the subject matter of this Agreement. There are no representations, warranties, covenants, or other agreements among the Parties relating to the subject matter hereof other than those expressly set forth or referred to herein.

8.7 Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be delivered (a) personally, (b) by nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), with all fees prepaid, (c) by registered or certified United States mail, return receipt requested, postage prepaid, or (d) by email transmission (with confirmation of receipt), addressed as follows (or to such other address as may be designated in writing by the applicable Party from time to time in accordance with this Section 8.7):

If to the Company:

Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, MA 02142

Attention: Dr. Priya Ramaswamy, Chief Executive Officer

Email: pramaswamy@meridiandiagnostics.com

with a copy (which shall not constitute notice) to:

Whitfield & Ames LLP 100 Federal Street, 30th Floor Boston, MA 02110

Attention: Catherine Devereaux

Email: cdevereaux@whitfieldames.com

If to Cobalt Ventures Fund III, LP:

Cobalt Ventures Fund III, LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025

Attention: Morgan Tsai, VP of Legal Affairs

Email: mtsai@cobaltventures.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025

Attention: Kevin Ostrowski

Email: kostrowski@calderwoodharkness.com

If to any other Investor or Key Holder:

At the addresses set forth on the signature pages hereto, or as set forth in Exhibit A or Exhibit B, as applicable.

Notices shall be deemed to have been given (a) when delivered personally, (b) on the next business day after deposit with a nationally recognized overnight courier service, (c) on the third business day after mailing by registered or certified United States mail, or (d) on the date of transmission by email (provided that confirmation of receipt is obtained). Each Party may change its address for purposes of this Section 8.7 by giving written notice of such change to the other Parties in accordance with the provisions of this Section 8.7.

8.8 Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.

8.9 Delays or Omissions. No delay or omission by any Party to exercise any right, power, or remedy accruing under this Agreement upon any breach or default of any other Party shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring. All rights, powers, and remedies, whether under this Agreement or otherwise, shall be cumulative and may be exercised singly or concurrently.

8.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, email (including PDF), or other electronic means, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes. The Parties agree that this Agreement may be executed by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001–7006, and any applicable state law equivalent, and any such electronic signature shall be of the same legal effect, validity, and enforceability as a manually executed signature.

8.11 Aggregation of Stock. For purposes of determining any thresholds, pro rata allocations, and other calculations under this Agreement, all shares of Capital Stock held or beneficially owned by Affiliates of a Party shall be aggregated together and treated as held by a single Party. Without limiting the foregoing, all shares held by any investment fund, parallel fund, alternative investment vehicle, or co-investment vehicle managed by or under common management with an Investor shall be aggregated with the shares held by such Investor for all purposes of this Agreement.

8.12 Further Assurances. Each Party agrees to execute and deliver, from time to time, such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

8.13 Attorneys' Fees. In the event that any Party institutes any action, suit, or proceeding to enforce this Agreement or any provision hereof, or to obtain any relief hereunder (including any action for declaratory judgment, injunctive relief, or specific performance), the prevailing Party shall be entitled to recover from the non-prevailing Party or Parties its reasonable attorneys' fees and costs (including, without limitation, expert witness fees, court costs, filing fees, and reasonable fees and costs incurred in connection with any appeal), in addition to all other relief to which the prevailing Party may be entitled.

8.14 Spousal Consent. Each Key Holder who is a natural person and who is married or has a domestic partner as of the date of this Agreement, or who becomes married or acquires a domestic partner after the date of this Agreement, shall cause his or her spouse or domestic partner to execute and deliver to the Company a Spousal Consent in the form attached hereto as Exhibit C, acknowledging that such spouse or domestic partner has read and understands the terms of this Agreement and consenting to be bound by the restrictions on transfer set forth herein with respect to any community property interest, marital property interest, or other interest in the Key Holder Shares. The failure of any Key Holder to deliver a Spousal Consent within thirty (30) days after the date hereof (or, in the case of a Key Holder who marries or acquires a domestic partner after the date hereof, within thirty (30) days after such marriage or domestic partnership) shall constitute a breach of this Agreement by such Key Holder.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SIGNATURE PAGES TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first written above.

COMPANY:

MERIDIAN DIAGNOSTICS, INC.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer & President

Address: 225 Binney Street, Suite 400

Cambridge, MA 02142

Date: ________

KEY HOLDERS:

________________________________________

Dr. Priya Ramaswamy, individually as a Key Holder

Address: On file with the Company

Shares of Common Stock Held: 5,500,000

Date: ________

________________________________________

Dr. Julian Ochoa, individually as a Key Holder

Address: On file with the Company

Shares of Common Stock Held: 3,500,000

Date: ________

INVESTORS:

COBALT VENTURES FUND III, LP

By: Cobalt Ventures GP III, LLC, its General Partner

By: ________

Name: Elaine Cho

Title: Managing Partner

Address: 2400 Sand Hill Road, Suite 310

Menlo Park, CA 94025

Date: ________

PINEWOOD HEALTH VENTURES, LLC

By: ________

Name: Sandra Kessler

Title: Managing Member

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
MERIDIAN DIAGNOSTICS, INC.
a Delaware corporation
Dated as of February 9, 2026
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this "Agreement") is made and entered into as of February 9, 2026, by and among:
(i) Meridian Diagnostics, Inc., a Delaware corporation (the "Company");
(ii) the investors listed on Exhibit A attached hereto (each, an "Investor" and collectively, the "Investors"); and
(iii) the key holders listed on Exhibit B attached hereto (each, a "Key Holder" and collectively, the "Key Holders").
The Company, the Investors, and the Key Holders are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company has authorized the sale and issuance of an aggregate of 4,479,981 shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), at a purchase price of $2.6786 per share, pursuant to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors (the "Purchase Agreement");
WHEREAS, the Company has filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 9, 2026, which, among other things, authorizes the issuance of the Series Seed Preferred Stock and sets forth the rights, preferences, privileges, and restrictions thereof;
WHEREAS, the Key Holders are the holders of shares of Common Stock of the Company, as more particularly set forth on Exhibit B hereto, specifically: Dr. Priya Ramaswamy, who holds 5,500,000 shares of Common Stock, and Dr. Julian Ochoa, who holds 3,500,000 shares of Common Stock;
WHEREAS, as a condition and inducement to the closing of the transactions contemplated by the Purchase Agreement, the Parties desire to enter into this Agreement to provide the Company and the Investors with a right of first refusal and a right of co-sale with respect to certain transfers of shares of Capital Stock held by the Key Holders, on the terms and conditions set forth herein;
WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are entering into (a) that certain Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors (the "Investors' Rights Agreement"), and (b) that certain Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders (the "Voting Agreement"); and
WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of the Investors to consummate the purchase of the Series Seed Preferred Stock under the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
1.1 "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if such first Person owns or holds, directly or indirectly, more than fifty percent (50%) of the voting equity interests of such other Person.
1.2 "Capital Stock" means (a) all shares of Common Stock, (b) all shares of Series Seed Preferred Stock, and (c) any shares of Common Stock or other capital stock of the Company issued or issuable upon the conversion, exchange, or exercise of the Series Seed Preferred Stock or any other convertible securities of the Company. For the avoidance of doubt, Capital Stock includes all shares of Common Stock issuable upon conversion of the Series Seed Preferred Stock in accordance with the Amended and Restated Certificate of Incorporation.
1.3 "Change of Control" means (a) a merger, consolidation, or other business combination of the Company with or into any other corporation or entity after which the stockholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the outstanding voting power of the surviving or resulting entity (or its parent entity), (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company, or (c) the grant of an exclusive license of all or substantially all of the intellectual property of the Company, in each case in a single transaction or a series of related transactions.
1.4 "Common Stock" means shares of common stock, par value $0.0001 per share, of Meridian Diagnostics, Inc.
1.5 "Company" means Meridian Diagnostics, Inc., a Delaware corporation, with its principal office located at 225 Binney Street, Suite 400, Cambridge, MA 02142, together with any successor thereto.
1.6 "Equity Securities" means any securities of the Company having voting rights in the election of the Board of Directors of the Company, including without limitation shares of Common Stock and Series Seed Preferred Stock; provided, however, that "Equity Securities" shall not include any security the voting rights of which arise solely from the application of standard protective provisions contained in the Amended and Restated Certificate of Incorporation or this Agreement, which protective provisions relate to the protection of the rights, preferences, and privileges of a specific class or series of stock as a class or series.
1.7 "Investor" means each holder of Series Seed Preferred Stock listed on Exhibit A hereto, together with such holder's successors and permitted assigns who become parties to this Agreement in accordance with the terms hereof, including any Person who acquires shares of Series Seed Preferred Stock and executes a joinder agreement in accordance with Section 8.5.
1.8 "Key Holder" means each Person listed on Exhibit B hereto. The initial Key Holders under this Agreement are Dr. Priya Ramaswamy and Dr. Julian Ochoa. Any Person who becomes a "Key Holder" by virtue of a joinder agreement pursuant to Section 2.5 or Section 4.2 shall thereafter be treated as a Key Holder for all purposes of this Agreement.
1.9 "Key Holder Shares" means (a) all shares of Capital Stock now held or hereafter acquired by any Key Holder, including without limitation shares of Common Stock and any shares of Capital Stock acquired after the date hereof by purchase, exercise of warrants, conversion, dividend, distribution, or otherwise; provided, however, that "Key Holder Shares" shall not include (i) shares of Common Stock issuable upon the exercise of stock options that have not yet been exercised, or (ii) shares of Common Stock that have been repurchased by the Company pursuant to the terms of the applicable Founder Stock Restriction Agreement. For the avoidance of doubt, once a stock option is exercised and shares of Common Stock are issued to a Key Holder in connection therewith, such shares shall thereafter constitute Key Holder Shares.
1.10 "Person" means any individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, association, governmental authority, or other entity of any kind or nature.
1.11 "Proposed Transfer" means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of, or any other like transfer or encumbering of any Key Holder Shares (or any interest therein), whether voluntary, involuntary, or by operation of law, including, without limitation, any transfer by gift, by bequest, by intestacy, pursuant to a divorce decree or order of a court of competent jurisdiction, or any transfer to a receiver, levying creditor, trustee, or receiver in bankruptcy, or otherwise. Notwithstanding the foregoing, "Proposed Transfer" shall not include any transfer described in Section 4.1 that qualifies as a Permitted Transfer.
1.12 "Prospective Transferee" means any Person to whom a Key Holder proposes to make a Proposed Transfer of Key Holder Shares.
1.13 "Purchase Agreement" means the Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors, as the same may be amended from time to time.
1.14 "Right of Co-Sale" has the meaning ascribed to such term in Section 3.1.
1.15 "Right of First Refusal" has the meaning ascribed to such term in Section 2.2.
1.16 "Secondary Notice" has the meaning ascribed to such term in Section 3.1.
1.17 "Series Seed Preferred Stock" means shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share, as designated in the Amended and Restated Certificate of Incorporation.
1.18 "Transfer Notice" has the meaning ascribed to such term in Section 2.1.
1.19 "Underwritten Public Offering" means a firmly underwritten public offering of shares of the Company's Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of Common Stock to the public at a firm commitment by one or more underwriters.
SECTION 2: RIGHT OF FIRST REFUSAL
2.1 Transfer Notice. Prior to making any Proposed Transfer of Key Holder Shares, the applicable Key Holder (the "Selling Key Holder") shall deliver a written notice (the "Transfer Notice") to the Company and to each Investor at least thirty (30) days prior to the proposed closing date of such Proposed Transfer. The Transfer Notice shall set forth in reasonable detail the following:
(a) the number of Key Holder Shares proposed to be transferred by the Selling Key Holder (the "Offered Shares");
(b) the proposed per-share purchase price for the Offered Shares (the "Offered Price");
(c) the identity of the Prospective Transferee, including the name, address, and principal business of such Prospective Transferee and, if the Prospective Transferee is an entity, the identity of the controlling persons thereof;
(d) the other material terms and conditions of the Proposed Transfer, including, without limitation, any representations, warranties, indemnification obligations, escrow arrangements, or other agreements to be entered into in connection with the Proposed Transfer; and
(e) the proposed closing date of the Proposed Transfer, which shall be no earlier than thirty (30) days after the date of delivery of the Transfer Notice.
If the consideration proposed to be received by the Selling Key Holder in connection with the Proposed Transfer consists, in whole or in part, of consideration other than cash (including securities, property, or any other form of non-cash consideration), then the Transfer Notice shall include a good faith determination by the Selling Key Holder of the fair market value of such non-cash consideration, stated in United States dollars. If the Company or any Investor disputes the Selling Key Holder's valuation of such non-cash consideration, the Company and the Selling Key Holder shall negotiate in good faith to agree upon the fair market value; provided, however, that if the parties are unable to agree within ten (10) days, the fair market value shall be determined by an independent, nationally recognized appraiser mutually acceptable to the Selling Key Holder and the Company, the cost of which shall be shared equally between the Selling Key Holder, on the one hand, and the Company (or, if applicable, the exercising Investors), on the other hand.
The Transfer Notice shall constitute a binding offer by the Selling Key Holder to sell the Offered Shares to the Company and/or the Investors, as applicable, at the Offered Price and on the terms set forth in the Transfer Notice, subject to the provisions of this Section 2.
2.2 Company Right of First Refusal. Upon receipt of the Transfer Notice, the Company shall have the first right, but not the obligation, to purchase all or any portion of the Offered Shares described in the Transfer Notice at the Offered Price and on the terms and conditions specified in the Transfer Notice (the "Right of First Refusal"). The Company may exercise the Right of First Refusal by delivering irrevocable written notice to the Selling Key Holder and to each Investor within fifteen (15) days of the Company's receipt of the Transfer Notice (such fifteen (15)-day period, the "Company Notice Period"), specifying the number of Offered Shares that the Company elects to purchase.
If the Company does not elect to purchase all of the Offered Shares, the Company shall, simultaneously with its notice of exercise (or, if the Company elects not to exercise the Right of First Refusal at all, promptly following the expiration of the Company Notice Period), deliver written notice to each Investor stating (a) the number of Offered Shares, if any, that the Company has elected to purchase and (b) the number of remaining Offered Shares available for purchase by the Investors (the "Remaining Shares"). If the Company fails to deliver any notice within the Company Notice Period, the Company shall be deemed to have declined to exercise the Right of First Refusal with respect to all of the Offered Shares, and the Company shall promptly notify the Investors of the availability of all Offered Shares as Remaining Shares.
2.3 Investor Right of First Refusal. If the Company does not exercise its Right of First Refusal with respect to all of the Offered Shares, each Investor shall have the right, but not the obligation, exercisable within fifteen (15) days after the later of (a) the expiration of the Company Notice Period and (b) the date of receipt by such Investor of the Company's notice regarding the Remaining Shares (such fifteen (15)-day period, the "Investor Notice Period"), to purchase up to its pro rata share of the Remaining Shares at the Offered Price and on the terms and conditions specified in the Transfer Notice.
For purposes of this Section 2.3, each Investor's "pro rata share" shall be determined by multiplying the total number of Remaining Shares by a fraction, the numerator of which is the total number of shares of Capital Stock held by such Investor (determined on an as-converted-to-Common-Stock basis) as of the date of the Transfer Notice, and the denominator of which is the total number of shares of Capital Stock held by all Investors (determined on an as-converted-to-Common-Stock basis) as of the date of the Transfer Notice. An Investor may elect to purchase less than its full pro rata share by so indicating in its written notice of exercise.
Over-Allotment Right. If any Investor does not elect to purchase its full pro rata share of the Remaining Shares (a "Non-Purchasing Investor"), the shares that such Non-Purchasing Investor declined to purchase (the "Over-Allotment Shares") shall be allocated among those Investors who did elect to purchase their full pro rata share and who indicated in their notice of exercise a willingness to purchase Over-Allotment Shares (each, an "Over-Allotment Investor"), pro rata based on the relative number of shares of Capital Stock held by each Over-Allotment Investor (on an as-converted basis) relative to the aggregate number of shares held by all Over-Allotment Investors (on an as-converted basis), or in such other proportion as the Over-Allotment Investors may agree among themselves. The over-allotment process shall be completed within five (5) business days following the expiration of the Investor Notice Period.
Each Investor wishing to exercise its rights under this Section 2.3 shall deliver irrevocable written notice to the Selling Key Holder and the Company prior to the expiration of the Investor Notice Period, specifying the number of Remaining Shares such Investor elects to purchase and whether such Investor wishes to participate in the over-allotment.
2.4 Closing of ROFR Purchase. The closing of any purchase of Offered Shares by the Company and/or the Investors pursuant to this Section 2 (the "ROFR Closing") shall take place at the principal office of the Company (or at such other location as may be mutually agreed) within ten (10) business days following the expiration of all applicable notice periods under Sections 2.2 and 2.3 (including any over-allotment period), or at such other time and place as the Selling Key Holder and the purchasing parties may mutually agree. At the ROFR Closing:
(a) the Selling Key Holder shall deliver to the Company and/or each purchasing Investor, as applicable, certificates or instruments representing the Offered Shares being purchased, duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, and encumbrances (other than those imposed by this Agreement, the Voting Agreement, applicable securities laws, and the Amended and Restated Certificate of Incorporation);
(b) the purchase price for the Offered Shares shall be paid at the Offered Price and on the same terms as set forth in the Transfer Notice; provided, however, that if the consideration specified in the Transfer Notice includes non-cash consideration, the Company or the purchasing Investors may, at their election, pay the fair market value thereof in cash, based on the good faith valuation set forth in the Transfer Notice (or as otherwise determined in accordance with Section 2.1); and
(c) the parties shall execute and deliver such additional documents, instruments, and agreements as may be reasonably necessary to consummate the purchase, including any required spousal or domestic partner consents.
2.5 Transfer of Unsubscribed Shares. If the Company and the Investors collectively do not elect to purchase all of the Offered Shares pursuant to this Section 2 (the shares not so purchased, the "Unsubscribed Shares"), the Selling Key Holder may, subject to the co-sale rights set forth in Section 3, sell the Unsubscribed Shares to the Prospective Transferee identified in the Transfer Notice; provided, however, that:
(a) such sale is made at a per-share price not less than the Offered Price specified in the Transfer Notice;
(b) the terms and conditions of such sale are not more favorable to the Prospective Transferee than those set forth in the Transfer Notice;
(c) such sale is consummated within sixty (60) days following the expiration of all applicable ROFR notice and exercise periods under this Section 2 (including any over-allotment period and any period for exercise of co-sale rights under Section 3); and
(d) as a condition precedent to such sale, the Prospective Transferee shall execute and deliver a joinder agreement, in form and substance reasonably satisfactory to the Company and the holders of a majority of the Series Seed Preferred Stock then outstanding, pursuant to which such Prospective Transferee agrees to be bound by and subject to all of the terms and conditions of this Agreement as a "Key Holder" hereunder (to the extent such Prospective Transferee is acquiring shares of Common Stock or other Capital Stock that would constitute Key Holder Shares).
If the Selling Key Holder does not consummate the sale of the Unsubscribed Shares to the Prospective Transferee within the sixty (60)-day period described above, or if the Selling Key Holder proposes to sell the Unsubscribed Shares at a price below the Offered Price or on terms more favorable to the Prospective Transferee than those set forth in the Transfer Notice, the Selling Key Holder must deliver a new Transfer Notice in accordance with Section 2.1 before any such transfer may be consummated, and the rights of the Company and the Investors under this Section 2 and Section 3 shall again apply in full.
SECTION 3: RIGHT OF CO-SALE
3.1 Co-Sale Right. If any Key Holder Shares subject to a Transfer Notice are not purchased by the Company or the Investors pursuant to the Right of First Refusal set forth in Section 2, and the Selling Key Holder proceeds with the Proposed Transfer to the Prospective Transferee, each Investor shall have the right (the "Right of Co-Sale"), but not the obligation, to participate in such Proposed Transfer on the same terms and conditions as the Selling Key Holder, as set forth in this Section 3.
Within five (5) business days after the expiration of all applicable ROFR notice and exercise periods under Section 2 (including any over-allotment period), the Company shall deliver a written notice (the "Secondary Notice") to each Investor. The Secondary Notice shall set forth the following:
(a) a statement that the Selling Key Holder intends to proceed with the Proposed Transfer described in the Transfer Notice;
(b) the number of Unsubscribed Shares to be transferred to the Prospective Transferee;
(c) the terms and conditions of the Proposed Transfer as set forth in the Transfer Notice;
(d) a reminder of each Investor's Right of Co-Sale under this Section 3; and
(e) the deadline by which each Investor must notify the Selling Key Holder of its intent to exercise the Right of Co-Sale.
Each Investor who wishes to exercise the Right of Co-Sale shall deliver irrevocable written notice (the "Co-Sale Election Notice") to the Selling Key Holder, with a copy to the Company, within fifteen (15) days after receipt of the Secondary Notice. The Co-Sale Election Notice shall specify the maximum number of shares of Capital Stock that such Investor desires to include in the Proposed Transfer.
3.2 Pro Rata Participation. Each Investor who timely delivers a Co-Sale Election Notice (a "Participating Investor") may sell in the Proposed Transfer, in lieu of the Selling Key Holder, up to a number of shares equal to the product of:
(a) the total number of Unsubscribed Shares to be transferred by the Selling Key Holder to the Prospective Transferee (after taking into account any shares purchased by the Company and/or the Investors pursuant to the Right of First Refusal under Section 2); multiplied by
(b) a fraction, the numerator of which is the number of shares of Capital Stock held by such Participating Investor as of the date of the Transfer Notice (determined on an as-converted-to-Common-Stock basis), and the denominator of which is the sum of (i) the number of Key Holder Shares held by the Selling Key Holder as of the date of the Transfer Notice, plus (ii) the aggregate number of shares of Capital Stock held by all Participating Investors as of the date of the Transfer Notice (determined on an as-converted-to-Common-Stock basis).
To the extent that one or more Participating Investors exercise the Right of Co-Sale, the number of Key Holder Shares that the Selling Key Holder may sell in the Proposed Transfer shall be correspondingly reduced, on a share-for-share basis, by the aggregate number of shares to be sold by all Participating Investors. The Selling Key Holder shall not be obligated to sell more than the total number of Unsubscribed Shares described in the Transfer Notice, and in no event shall the aggregate number of shares sold by the Selling Key Holder and all Participating Investors exceed the total number of Unsubscribed Shares.
If any Participating Investor elects to sell fewer shares than the maximum number permitted under this Section 3.2, the excess shares shall revert to the Selling Key Holder for inclusion in the Proposed Transfer.
3.3 Terms of Co-Sale. Each Participating Investor shall sell its shares in the Proposed Transfer on the same terms and conditions as the Selling Key Holder, including with respect to the per-share price, form of consideration, representations and warranties, indemnification obligations, escrow arrangements, and any other material terms. Each Participating Investor shall make such representations, warranties, and covenants, and shall agree to such indemnification obligations, as are made or agreed to by the Selling Key Holder in connection with the Proposed Transfer; provided, however, that each Participating Investor shall only be required to make representations and warranties as to (a) such Participating Investor's ownership of and authority to sell the shares being sold by such Participating Investor, (b) the absence of liens and encumbrances on such shares (other than those imposed by this Agreement and applicable securities laws), and (c) such Participating Investor's authority to enter into the transaction. In no event shall any Participating Investor be required to make representations or warranties regarding the business, operations, financial condition, or prospects of the Company.
Each Participating Investor shall be liable for its proportionate share of any indemnification obligations and escrow arrangements in connection with the Proposed Transfer, based on the ratio of the number of shares sold by such Participating Investor to the total number of shares sold in the Proposed Transfer; provided that no Participating Investor shall be liable for indemnification obligations in excess of the net proceeds received by such Participating Investor in the Proposed Transfer.
If the Prospective Transferee refuses to allow the participation of the Participating Investors in the Proposed Transfer on the terms set forth in this Section 3, the Selling Key Holder shall not consummate the Proposed Transfer, and any purported consummation of such transfer without providing for the co-sale participation of the Participating Investors shall be subject to the remedies set forth in Section 5 of this Agreement.
If the consideration to be received in the Proposed Transfer includes non-cash consideration, each Participating Investor shall be entitled to receive its pro rata share of such non-cash consideration (or, at the election of the Selling Key Holder, the cash equivalent thereof based on the good faith valuation set forth in the Transfer Notice). If the non-cash consideration is not readily divisible among the sellers, the Selling Key Holder and the Participating Investors shall cooperate in good faith to allocate such consideration equitably.
3.4 Delivery of Shares. Each Participating Investor shall deliver to the Selling Key Holder or directly to the Prospective Transferee (as directed by the Selling Key Holder), on or prior to the closing of the Proposed Transfer, the following:
(a) one or more certificates or instruments representing the shares of Capital Stock to be sold by such Participating Investor in the Proposed Transfer, duly endorsed for transfer or accompanied by duly executed stock powers, in proper form for transfer, free and clear of all liens, claims, and encumbrances (other than those imposed by this Agreement, the Voting Agreement, and applicable securities laws); and
(b) such other documents, instruments, and agreements as may be reasonably required to consummate the co-sale, including any required spousal or domestic partner consents.
If a Participating Investor fails to deliver its shares and related documents in a timely manner, such Participating Investor shall be deemed to have forfeited its Right of Co-Sale with respect to the applicable Proposed Transfer, and the Selling Key Holder may proceed with the Proposed Transfer without the participation of such Participating Investor.
Concurrently with or promptly following the closing of the Proposed Transfer, the Selling Key Holder shall remit, or shall cause the Prospective Transferee to remit, to each Participating Investor, the consideration to which such Participating Investor is entitled by virtue of its participation in the Proposed Transfer.
If shares of Series Seed Preferred Stock are sold by a Participating Investor in a Proposed Transfer, such shares shall be converted to Common Stock immediately prior to the closing of the Proposed Transfer if required by the terms of the transaction or the Amended and Restated Certificate of Incorporation. The Company shall cooperate with the Participating Investor to effectuate any such conversion.
SECTION 4: EXEMPT TRANSFERS
4.1 Permitted Transfers. Notwithstanding anything to the contrary contained in Sections 2 and 3 of this Agreement, the Right of First Refusal and the Right of Co-Sale shall not apply to any of the following transfers of Key Holder Shares (each, a "Permitted Transfer"):
(a) Transfers to Family Members. Any transfer by a Key Holder who is a natural person to such Key Holder's spouse, domestic partner, parents, siblings, children (including adopted children and stepchildren), or grandchildren, or to a trust, family limited partnership, or limited liability company established and maintained solely for the benefit of any one or more of the foregoing family members or the Key Holder;
(b) Gifts and Estate Planning Transfers. Any transfer by a Key Holder who is a natural person, by gift or for estate planning purposes, including without limitation to a revocable trust of which the Key Holder is the sole trustee and sole beneficiary during his or her lifetime, or by operation of law upon the death of the Key Holder to his or her heirs or estate;
(c) Transfers to Affiliates. Any transfer by a Key Holder to an Affiliate of such Key Holder; provided that such Affiliate remains an Affiliate of such Key Holder following the transfer;
(d) Repurchases by the Company. Any transfer to the Company, including without limitation repurchases of unvested shares by the Company pursuant to the terms of the Founder Stock Restriction Agreements between the Company and each Key Holder, or repurchases of shares pursuant to the Company's 2024 Equity Incentive Plan or any successor equity incentive plan approved by the Board of Directors;
(e) Change of Control Transactions. Any transfer in connection with a Change of Control, to the extent that such transfers are governed by the drag-along provisions set forth in the Voting Agreement, including without limitation the drag-along threshold of an aggregate transaction value of not less than $84,000,000;
(f) Underwritten Public Offerings. Any transfer in connection with an Underwritten Public Offering of the Company's Common Stock; and
(g) Board-Approved Transfers. Any transfer approved by the Board of Directors of the Company, including the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock voting as a separate class.
4.2 Conditions to Exempt Transfers. Any Permitted Transfer pursuant to Section 4.1(a), (b), (c), or (g) above shall be subject to the following conditions:
(a) Joinder Agreement. Prior to the consummation of any such Permitted Transfer, the proposed transferee shall execute and deliver to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company and the holders of a majority of the outstanding shares of Series Seed Preferred Stock, pursuant to which such transferee agrees to be bound by and subject to all of the terms, conditions, and obligations of this Agreement applicable to a "Key Holder" hereunder, with the same force and effect as if such transferee were an original signatory hereto as a Key Holder. The requirement to execute a joinder agreement shall not apply to any transfer to the Company pursuant to Section 4.1(d) or any transfer in connection with an Underwritten Public Offering pursuant to Section 4.1(f) or a Change of Control pursuant to Section 4.1(e).
(b) Continued Application. All Key Holder Shares transferred pursuant to a Permitted Transfer shall remain "Key Holder Shares" for all purposes of this Agreement following such transfer, and shall continue to be subject to all of the rights and restrictions set forth in this Agreement (including Sections 2, 3, and 7) as if such shares continued to be held by the original Key Holder.
(c) No Transfer to Competitors. No Permitted Transfer shall be made to any Person who is, or is an Affiliate of, a direct competitor of the Company in the molecular diagnostics industry, as reasonably determined by the Board of Directors of the Company (including the affirmative vote of a majority of the Preferred Directors, as defined in the Voting Agreement), without the prior written consent of the Company and the holders of a majority of the outstanding shares of Series Seed Preferred Stock.
SECTION 5: EFFECT OF FAILURE TO COMPLY
5.1 Void Transfers. Any Proposed Transfer or purported transfer of Key Holder Shares in violation of this Agreement (including any transfer without compliance with the Transfer Notice, Right of First Refusal, and Right of Co-Sale procedures set forth in Sections 2 and 3) shall be null, void, and of no force or effect, and the Company shall not (a) record any such transfer on its stock transfer books, (b) treat any purported transferee as the holder of such shares for any purpose, or (c) issue any certificate, uncertificated share, or book-entry credit representing such shares to such purported transferee. The Company shall have the right, and is hereby authorized and directed by each Key Holder, to refuse to register any such transfer and to place or maintain appropriate stop-transfer orders with respect thereto.
5.2 Right to Purchase Shares. If a Selling Key Holder makes or attempts to make a Proposed Transfer in contravention of this Agreement, each Investor shall have the right, in addition to all other remedies available at law or in equity, to purchase from the Selling Key Holder (or, if applicable, from the purported transferee) the number of shares transferred (or proposed to be transferred) in contravention of this Agreement. The per-share purchase price for such shares shall be equal to the per-share price actually paid by the Prospective Transferee (or, if no price was paid or the transfer was by gift, at the fair market value of such shares as determined in good faith by the Board of Directors of the Company). Each Investor's right to purchase shares under this Section 5.2 shall be exercisable for a period of sixty (60) days following the date on which such Investor first receives actual written notice (from the Company, the Selling Key Holder, or otherwise) of the non-compliant transfer. Each Investor's right to purchase shall be pro rata based on the relative number of shares of Capital Stock held by each Investor (on an as-converted basis) relative to all shares held by all Investors, with over-allotment rights in favor of those Investors who wish to purchase more than their pro rata share.
5.3 Specific Performance. In addition to any other rights and remedies available to the Parties under this Agreement or at law, the Parties acknowledge and agree that money damages alone would not be an adequate remedy for any breach of this Agreement, and that the Parties shall be entitled to seek equitable relief, including specific performance and injunctive relief (whether temporary, preliminary, or permanent), in any court of competent jurisdiction, without the necessity of proving actual damages and without the requirement of posting a bond or other security. The rights and remedies set forth in this Section 5 are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to the Parties under this Agreement, at law, or in equity.
SECTION 6: LEGEND
6.1 Legend on Certificates. Each certificate, book-entry, or other instrument representing Key Holder Shares shall bear a legend substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING RIGHTS OF FIRST REFUSAL AND CO-SALE RIGHTS, AS SET FORTH IN THAT CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, DATED AS OF FEBRUARY 9, 2026, BY AND AMONG MERIDIAN DIAGNOSTICS, INC., CERTAIN INVESTORS, AND CERTAIN KEY HOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF MERIDIAN DIAGNOSTICS, INC. AT ITS PRINCIPAL OFFICE. NO TRANSFER OF THESE SHARES MAY BE MADE EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT."
6.2 Securities Law Legend. In addition to the legend required by Section 6.1, each certificate, book-entry, or other instrument representing Key Holder Shares and each certificate, book-entry, or other instrument representing shares of Series Seed Preferred Stock shall bear any legend required by applicable federal and state securities laws, including a legend substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION. THE SHARES WERE ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION D, RULE 506(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED."
6.3 Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, Ledgermark Transfer Services, Inc. (or any successor transfer agent), to implement the transfer restrictions set forth in this Agreement. Such instructions shall provide that no transfer of Key Holder Shares shall be registered or effected unless the Company has confirmed to the transfer agent in writing that such transfer complies with the terms and conditions of this Agreement. The Company shall promptly provide a copy of this Agreement to the transfer agent and shall ensure that the transfer agent maintains appropriate stop-transfer orders and legends on file with respect to all Key Holder Shares and shares of Series Seed Preferred Stock.
6.4 Removal of Legends. The legends described in Sections 6.1 and 6.2 shall be removed, and the Company shall issue new certificates or book-entry credits without such legends, promptly upon (a) the termination of this Agreement pursuant to Section 8.1 (with respect to the legend described in Section 6.1) or (b) the registration of the shares under the Securities Act or the availability of an exemption from registration that permits the removal of the securities law legend (with respect to the legend described in Section 6.2), as applicable.
SECTION 7: LOCK-UP
7.1 Lock-Up Agreement. Each Key Holder hereby agrees that, in connection with the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act (the "IPO"), such Key Holder shall not, without the prior written consent of the managing underwriter of the IPO, during the period commencing on the effective date of the registration statement relating to the IPO and ending on the date that is one hundred eighty (180) days after such effective date (the "Lock-Up Period"), directly or indirectly:
(a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, pledge, or otherwise transfer or dispose of any shares of Capital Stock or any securities convertible into or exercisable or exchangeable for shares of Capital Stock held by such Key Holder (whether such shares or securities are then owned by such Key Holder or are thereafter acquired); or
(b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any shares of Capital Stock or securities convertible into or exercisable or exchangeable for shares of Capital Stock.
The restrictions set forth in this Section 7.1 are in addition to, and not in limitation of, the market stand-off provisions set forth in the Investors' Rights Agreement. Each Key Holder further agrees that, if requested by the managing underwriter of the IPO, such Key Holder will execute and deliver a separate lock-up agreement in customary form as may be reasonably requested by such managing underwriter, consistent with the terms of this Section 7.1. The Company shall require all directors and executive officers of the Company to enter into lock-up agreements on terms no less restrictive than those set forth in this Section 7.1.
7.2 Stop Transfer Instructions. In order to enforce the restrictions set forth in Section 7.1, the Company may, and is hereby authorized to, impose stop-transfer instructions with its transfer agent, Ledgermark Transfer Services, Inc. (or any successor transfer agent), with respect to any shares of Capital Stock held by the Key Holders for the duration of the Lock-Up Period. The Company shall promptly remove any such stop-transfer instructions upon the expiration of the Lock-Up Period.
SECTION 8: MISCELLANEOUS
8.1 Term and Termination. This Agreement shall become effective upon the execution and delivery hereof by the Parties and shall continue in full force and effect until the earliest to occur of the following:
(a) the closing of an Underwritten Public Offering;
(b) the closing of a Change of Control;
(c) the date on which all shares of Series Seed Preferred Stock have been converted to Common Stock and no Investor (or any Affiliate of an Investor) holds any shares of Capital Stock; or
(d) the date on which this Agreement is terminated by the written agreement of the Company, each of the Key Holders, and the holders of a majority of the shares of Series Seed Preferred Stock then outstanding.
Upon termination of this Agreement in accordance with this Section 8.1, all rights and obligations of the Parties hereunder shall terminate and be of no further force or effect; provided, however, that (i) the provisions of Sections 5, 8.3, 8.4, 8.6, 8.8, 8.9, and 8.13 shall survive any termination of this Agreement, and (ii) any rights or obligations that accrued prior to such termination shall survive to the extent necessary to enforce such accrued rights or obligations.
8.2 Amendments and Waivers.
(a) Amendment. This Agreement may be amended, modified, or supplemented only by a written instrument executed by (i) the Company, (ii) the Key Holders, and (iii) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding (determined on an as-converted basis). Any amendment so effected shall be binding upon and shall inure to the benefit of each Party hereto.
(b) Consent of Adversely Affected Key Holder. Notwithstanding the foregoing, no amendment, modification, or supplement that would (i) adversely affect the rights or obligations of any Key Holder in a manner that is different from, or disproportionate to, the effect on other Key Holders, or (ii) impose additional obligations or restrictions on a particular Key Holder that are not imposed on all Key Holders, shall be effective against such adversely affected Key Holder without the prior written consent of such Key Holder.
(c) Waiver. Any provision of this Agreement may be waived only by a written instrument executed by the Party against whom enforcement of such waiver is sought. No waiver of any provision of this Agreement shall constitute a continuing waiver or a waiver of any other provision of this Agreement. No waiver of any breach shall be deemed to be a waiver of any subsequent breach of the same or a different provision. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.
8.3 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
8.4 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or if the Superior Court of the State of Delaware also declines jurisdiction, the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally:
(a) agrees not to commence any such action or proceeding except in such courts;
(b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts;
(c) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts;
(d) waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any such action or proceeding; and
(e) consents to personal jurisdiction in such courts and agrees that service of process in any such action or proceeding may be effected in any manner permitted by law.
8.5 Successors and Assigns. The rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, heirs, personal representatives, and permitted assigns. The rights of an Investor under this Agreement (including the Right of First Refusal and the Right of Co-Sale) may be assigned by such Investor to any Person who acquires at least 200,000 shares of Series Seed Preferred Stock from such Investor (as adjusted for any stock split, stock dividend, combination, recapitalization, or similar event with respect to the Series Seed Preferred Stock); provided that such transferee or assignee executes and delivers to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such transferee or assignee agrees to be bound by the terms of this Agreement as an "Investor" hereunder. No Key Holder may assign any of its rights or obligations under this Agreement without the prior written consent of the Company and the holders of a majority of the outstanding shares of Series Seed Preferred Stock.
8.6 Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the Voting Agreement, and all exhibits and schedules thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties relating to the subject matter of this Agreement. There are no representations, warranties, covenants, or other agreements among the Parties relating to the subject matter hereof other than those expressly set forth or referred to herein.
8.7 Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be delivered (a) personally, (b) by nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), with all fees prepaid, (c) by registered or certified United States mail, return receipt requested, postage prepaid, or (d) by email transmission (with confirmation of receipt), addressed as follows (or to such other address as may be designated in writing by the applicable Party from time to time in accordance with this Section 8.7):
If to the Company:
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, MA 02142
Attention: Dr. Priya Ramaswamy, Chief Executive Officer
Email: pramaswamy@meridiandiagnostics.com
with a copy (which shall not constitute notice) to:
Whitfield & Ames LLP 100 Federal Street, 30th Floor Boston, MA 02110
Attention: Catherine Devereaux
Email: cdevereaux@whitfieldames.com
If to Cobalt Ventures Fund III, LP:
Cobalt Ventures Fund III, LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Attention: Morgan Tsai, VP of Legal Affairs
Email: mtsai@cobaltventures.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025
Attention: Kevin Ostrowski
Email: kostrowski@calderwoodharkness.com
If to any other Investor or Key Holder:
At the addresses set forth on the signature pages hereto, or as set forth in Exhibit A or Exhibit B, as applicable.
Notices shall be deemed to have been given (a) when delivered personally, (b) on the next business day after deposit with a nationally recognized overnight courier service, (c) on the third business day after mailing by registered or certified United States mail, or (d) on the date of transmission by email (provided that confirmation of receipt is obtained). Each Party may change its address for purposes of this Section 8.7 by giving written notice of such change to the other Parties in accordance with the provisions of this Section 8.7.
8.8 Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.
8.9 Delays or Omissions. No delay or omission by any Party to exercise any right, power, or remedy accruing under this Agreement upon any breach or default of any other Party shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring. All rights, powers, and remedies, whether under this Agreement or otherwise, shall be cumulative and may be exercised singly or concurrently.
8.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, email (including PDF), or other electronic means, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes. The Parties agree that this Agreement may be executed by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001–7006, and any applicable state law equivalent, and any such electronic signature shall be of the same legal effect, validity, and enforceability as a manually executed signature.
8.11 Aggregation of Stock. For purposes of determining any thresholds, pro rata allocations, and other calculations under this Agreement, all shares of Capital Stock held or beneficially owned by Affiliates of a Party shall be aggregated together and treated as held by a single Party. Without limiting the foregoing, all shares held by any investment fund, parallel fund, alternative investment vehicle, or co-investment vehicle managed by or under common management with an Investor shall be aggregated with the shares held by such Investor for all purposes of this Agreement.
8.12 Further Assurances. Each Party agrees to execute and deliver, from time to time, such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.
8.13 Attorneys' Fees. In the event that any Party institutes any action, suit, or proceeding to enforce this Agreement or any provision hereof, or to obtain any relief hereunder (including any action for declaratory judgment, injunctive relief, or specific performance), the prevailing Party shall be entitled to recover from the non-prevailing Party or Parties its reasonable attorneys' fees and costs (including, without limitation, expert witness fees, court costs, filing fees, and reasonable fees and costs incurred in connection with any appeal), in addition to all other relief to which the prevailing Party may be entitled.
8.14 Spousal Consent. Each Key Holder who is a natural person and who is married or has a domestic partner as of the date of this Agreement, or who becomes married or acquires a domestic partner after the date of this Agreement, shall cause his or her spouse or domestic partner to execute and deliver to the Company a Spousal Consent in the form attached hereto as Exhibit C, acknowledging that such spouse or domestic partner has read and understands the terms of this Agreement and consenting to be bound by the restrictions on transfer set forth herein with respect to any community property interest, marital property interest, or other interest in the Key Holder Shares. The failure of any Key Holder to deliver a Spousal Consent within thirty (30) days after the date hereof (or, in the case of a Key Holder who marries or acquires a domestic partner after the date hereof, within thirty (30) days after such marriage or domestic partnership) shall constitute a breach of this Agreement by such Key Holder.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGES TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first written above.
COMPANY:
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Address: 225 Binney Street, Suite 400
Cambridge, MA 02142
Date: ________
KEY HOLDERS:
________________________________________
Dr. Priya Ramaswamy, individually as a Key Holder
Address: On file with the Company
Shares of Common Stock Held: 5,500,000
Date: ________
________________________________________
Dr. Julian Ochoa, individually as a Key Holder
Address: On file with the Company
Shares of Common Stock Held: 3,500,000
Date: ________
INVESTORS:
COBALT VENTURES FUND III, LP
By: Cobalt Ventures GP III, LLC, its General Partner
By: ________
Name: Elaine Cho
Title: Managing Partner
Address: 2400 Sand Hill Road, Suite 310
Menlo Park, CA 94025
Date: ________
PINEWOOD HEALTH VENTURES, LLC
By: ________
Name: Sandra Kessler
Title: Managing Member
Address: 450 Park Avenue, 18th Floor
New York, NY 10022
Date: ________
THORNFIELD CAPITAL PARTNERS, LP
By: Thornfield Capital GP, LLC, its General Partner
By: ________
Name: Brian Lund
Title: Partner
Address: 555 Montgomery Street, Suite 1200
San Francisco, CA 94111
Date: ________
ATLAS POINT ANGEL SYNDICATE, LLC
By: ________
Name: Victor Dominguez
Title: Syndicate Manager
Address: 1100 Congress Avenue, Suite 750
Austin, TX 78701
Date: ________
EXHIBIT A
SCHEDULE OF INVESTORS
Note: Additional shares of Series Seed Preferred Stock may be issued upon conversion of outstanding convertible promissory notes in the aggregate principal amount of approximately $2,941,499.43, which would result in the issuance of approximately 1,098,362 additional shares of Series Seed Preferred Stock (subject to adjustment based on accrued interest and conversion terms) to the following noteholders: (i) Dr. Margaret Liu and (ii) Clearwater Bridge Associates, LLC. Upon the conversion of such notes and the execution and delivery by each such noteholder of a joinder agreement in the form provided by the Company, such noteholders shall become parties to this Agreement as "Investors" hereunder, and this Exhibit A shall be updated accordingly. The Company shall promptly notify all existing Investors upon the execution of any such joinder agreement.
EXHIBIT B
SCHEDULE OF KEY HOLDERS
Note: The shares set forth above reflect the total number of shares of Common Stock issued to each Key Holder, including both vested and unvested shares. Unvested shares are subject to the Company's right of repurchase as set forth in the applicable Founder Stock Restriction Agreement between the Company and each Key Holder. As of the date of this Agreement, each Key Holder has completed the one-year cliff vesting period and is therefore vested with respect to 25% of the initial share grant, with the remaining 75% vesting monthly over the subsequent thirty-six (36) months following the first anniversary of the vesting commencement date. Shares repurchased by the Company pursuant to the terms of a Founder Stock Restriction Agreement shall cease to be "Key Holder Shares" upon such repurchase. Stock options granted to Key Holders under the 2024 Equity Incentive Plan are not included in the share counts set forth above and do not constitute "Key Holder Shares" until such time as the options are exercised and shares of Common Stock are issued to the Key Holder in connection therewith.
EXHIBIT C
FORM OF SPOUSAL CONSENT
I, the undersigned, am the spouse (or domestic partner) of _____, a Key Holder under that certain Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026 (the "Agreement"), by and among Meridian Diagnostics, Inc., a Delaware corporation, the Investors named therein, and the Key Holders named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
I hereby acknowledge and confirm each of the following:
1.  Review of Agreement. I have read the Agreement in its entirety, and I understand the terms and provisions thereof, including without limitation the restrictions on transfer of Key Holder Shares set forth in Sections 2, 3, 4, 5, 6, and 7 of the Agreement.
2.  Community Property Interest. I am aware that I may have a community property interest, marital property interest, or other legal interest in some or all of the Key Holder Shares held by my spouse (or domestic partner) under applicable state law. I agree that any such interest that I may have in the Key Holder Shares shall be subject to the terms, conditions, restrictions, and obligations of the Agreement.
3.  Consent to Restrictions. I hereby consent to be bound by, and I agree to comply with, all restrictions on transfer and other provisions of the Agreement with respect to any interest I may have in the Key Holder Shares, to the same extent and with the same force and effect as if I were a party to the Agreement. I will not take any action, directly or indirectly, to hinder, delay, or interfere with the performance of the Agreement by my spouse (or domestic partner) or by any other party thereto.
4.  Transfer Restrictions. I agree that I will not, directly or i

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

MERIDIAN DIAGNOSTICS, INC.

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

RECITALS

SECTION 1: DEFINITIONS

SECTION 2: RIGHT OF FIRST REFUSAL

SECTION 3: RIGHT OF CO-SALE

SECTION 4: EXEMPT TRANSFERS

SECTION 5: EFFECT OF FAILURE TO COMPLY

SECTION 6: LEGEND

SECTION 7: LOCK-UP

SECTION 8: MISCELLANEOUS

SIGNATURE PAGES TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

COMPANY:

MERIDIAN DIAGNOSTICS, INC.

KEY HOLDERS:

INVESTORS:

COBALT VENTURES FUND III, LP

PINEWOOD HEALTH VENTURES, LLC

Record

Parties

Dates

Amounts