VOTING AGREEMENT
Dated as of February 9, 2026
among
MERIDIAN DIAGNOSTICS, INC.
THE INVESTORS LISTED ON EXHIBIT A HERETO
and
THE KEY HOLDERS LISTED ON EXHIBIT B HERETO
VOTING AGREEMENT
This VOTING 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"), with its principal office located at 225 Binney Street, Suite 400, Cambridge, MA 02142;
(ii) The investors listed on Exhibit A attached hereto (each, an "Investor" and collectively, the "Investors"); and
(iii) The persons listed on Exhibit B attached hereto (each, a "Key Holder" and collectively, the "Key Holders").
The Company, the Investors, and the Key Holders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a Delaware C-corporation, incorporated on June 15, 2023, with its principal office in Cambridge, Massachusetts, and is engaged in the development and commercialization of advanced diagnostic technologies;
WHEREAS, the Company and the Investors are parties to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Purchase Agreement"), pursuant to which the Company is issuing and selling to the Investors shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share, at a price of $2.6786 per share, in an aggregate principal amount of Twelve Million Dollars ($12,000,000);
WHEREAS, concurrently herewith, the Company has filed its Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware, which Restated Certificate authorizes the issuance of Series Seed Preferred Stock and sets forth the rights, preferences, privileges, and restrictions thereof;
WHEREAS, the Key Holders are holders of shares of Common Stock of the Company and, together with the Investors, desire to enter into this Agreement to provide for certain voting arrangements and other matters as set forth herein;
WHEREAS, it is a condition to the closing of the transactions contemplated by the Purchase Agreement that the Parties execute and deliver this Agreement; and
WHEREAS, the Company, the Investors, and the Key Holders desire to enter into this Agreement to provide for certain arrangements with respect to the election of directors of the Company, drag-along rights, and certain other matters as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
"Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute.
"Affiliate" means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise. A Person shall be deemed an Affiliate of another Person if such Person owns or controls fifty percent (50%) or more of the voting equity interests of such other Person.
"Agreement" or "Voting Agreement" means this Voting Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Board" or "Board of Directors" means the Board of Directors of the Company, as constituted from time to time.
"Change of Control" means (i) any merger, consolidation, or other business combination of the Company with or into another Person (other than a merger, consolidation, or other business combination in which the holders of the Company's voting securities immediately prior to such transaction continue to hold at least a majority of the total voting power of the surviving or resulting entity's outstanding voting securities immediately following such transaction), (ii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or (iii) any other transaction or series of related transactions in which the holders of the Company's outstanding voting securities immediately prior to such transaction or series of related transactions hold less than a majority of the total voting power of the outstanding voting securities of the Company (or any surviving or acquiring entity) immediately following such transaction or series of related transactions.
"Common Stock" means shares of common stock of the Company, par value $0.0001 per share, as authorized by the Restated Certificate.
"Company" means Meridian Diagnostics, Inc., a Delaware corporation.
"Drag-Along Notice" has the meaning set forth in Section 4.3 of this Agreement.
"Drag-Along Sale" means a Change of Control transaction that has been approved by the Electing Holders in accordance with Section 4.1 of this Agreement, in which the aggregate consideration to be received by the stockholders of the Company is not less than the Drag-Along Threshold.
"Drag-Along Threshold" means Eighty-Four Million Dollars ($84,000,000) in aggregate consideration, which represents two times (2×) the post-money valuation of Forty-Two Million Dollars ($42,000,000) as determined upon the closing of the transactions contemplated by the Purchase Agreement. The Drag-Along Threshold shall be subject to equitable adjustment in the event of any stock split, stock dividend, combination, recapitalization, or similar event affecting the outstanding capital stock of the Company.
"Electing Holders" has the meaning set forth in Section 4.1 of this Agreement.
"Equity Securities" means, collectively, shares of Common Stock, shares of Series Seed Preferred Stock, and any other equity securities of the Company, whether now existing or hereafter authorized, including any securities convertible into or exercisable or exchangeable for any such equity securities.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute.
"Independent Director" means a member of the Board elected or appointed pursuant to Section 2.1(c) of this Agreement, who is not, and has not been during the immediately preceding twelve (12) months, (i) an employee, officer, or consultant of the Company or any subsidiary of the Company, (ii) a partner, member, manager, officer, director, or employee of any Investor or any Affiliate of any Investor, or (iii) a member of the immediate family of any of the foregoing persons.
"Investor Director" means a member of the Board elected or appointed by the holders of Series Seed Preferred Stock pursuant to Section 2.1(a) of this Agreement.
"Investors" means those Persons listed on Exhibit A attached hereto, together with any subsequent transferees of shares of Series Seed Preferred Stock who become parties to this Agreement in accordance with the terms hereof.
"Key Holder Directors" means the members of the Board elected or appointed by the holders of Common Stock pursuant to Section 2.1(b) of this Agreement.
"Key Holders" means those Persons listed on Exhibit B attached hereto, being Dr. Priya Ramaswamy and Dr. Julian Ochoa.
"Major Investor" means any Investor who holds at least one million (1,000,000) shares of Series Seed Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations, and similar events), whether or not such shares are subsequently converted into shares of Common Stock.
"Person" means any individual, corporation, partnership, limited liability company, trust, joint venture, unincorporated organization, government, or governmental agency or political subdivision thereof, or any other entity of any kind.
"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.
"Qualified Public Offering" means a firmly underwritten public offering of shares of Common Stock of the Company pursuant to a registration statement filed under the Act with the Securities and Exchange Commission and declared effective thereby, covering an offering that has been firmly underwritten by a nationally recognized investment banking firm.
"Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on February 9, 2026, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Series Seed Preferred Stock" means shares of Series Seed Preferred Stock of the Company, par value $0.0001 per share, as authorized by the Restated Certificate.
"Shares" means, with respect to any Stockholder, (a) all shares of Common Stock held by such Stockholder (in the case of Key Holders), (b) all shares of Series Seed Preferred Stock held by such Stockholder (in the case of Investors), (c) all shares of Common Stock issuable upon conversion of shares of Series Seed Preferred Stock held by such Stockholder, and (d) any additional shares of capital stock of the Company acquired by such Stockholder after the date hereof, whether by purchase, conversion, exercise of options or warrants, or otherwise. For the avoidance of doubt, unexercised stock options or warrants shall not be deemed "Shares" until such options or warrants have been exercised and the underlying shares of capital stock have been issued.
"Stockholder" means each Investor and each Key Holder, collectively the "Stockholders."
"Transfer" means any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, gift, bequest, or other transfer or disposition of any kind, whether voluntary or involuntary, by operation of law or otherwise, including any transfer pursuant to a divorce decree, separation agreement, or court order, or any transfer to a receiver, trustee, or similar fiduciary in any bankruptcy, insolvency, or similar proceeding.
ARTICLE 2 — VOTING PROVISIONS REGARDING BOARD OF DIRECTORS
Section 2.1 — Board Composition; Size of the Board.
(a) Board Size. The authorized number of members of the Board of Directors shall be five (5). Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and voting at any regular or special meeting of stockholders), and the Company agrees to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the stockholders and recommending, proposing, nominating, and soliciting proxies), so that the composition of the Board shall be as follows:
(i) One (1) Investor Director. One (1) member of the Board shall be designated for election by the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, voting as a separate class (the "Investor Director"). The initial Investor Director shall be David Hargrove, a Partner of Cobalt Ventures LP, as designated by Cobalt Ventures Fund III, LP.
(ii) Two (2) Key Holder Directors. Two (2) members of the Board shall be designated for election by the holders of a majority of the shares of Common Stock then outstanding, voting as a separate class (the "Key Holder Directors"). The initial Key Holder Directors shall be Dr. Priya Ramaswamy (Co-Founder, CEO & President) and Dr. Julian Ochoa (Co-Founder, CTO).
(iii) Two (2) Independent Directors. Two (2) members of the Board shall be persons who qualify as Independent Directors, who shall be mutually agreed upon by (A) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding and (B) the holders of a majority of the shares of Common Stock then outstanding; provided, however, that such mutual agreement shall not be unreasonably withheld, conditioned, or delayed by any such holders. The initial Independent Directors shall be designated by mutual agreement of the Parties after the date hereof, and the Parties shall use commercially reasonable efforts to designate and elect the initial Independent Directors within ninety (90) days following the date of this Agreement.
(b) Voting Obligation. To the fullest extent permitted by applicable law, each Stockholder agrees to vote all of such Stockholder's Shares at each annual or special meeting of stockholders at which an election of directors is held, or pursuant to any written consent of the stockholders, in favor of the election of each of the director nominees designated in accordance with this Section 2.1, and against the election of any person to the Board who is not designated in accordance with this Section 2.1.
Section 2.2 — Failure to Designate a Director.
In the event that any party or group of parties entitled to designate a director pursuant to Section 2.1 fails to designate such a replacement director within sixty (60) days after a vacancy is created on the Board (whether by reason of death, disability, resignation, removal, or otherwise), the remaining members of the Board then in office may fill the vacancy on an interim basis by the vote of a majority of such remaining directors, even if less than a quorum, until such time as the party or parties entitled to designate such director makes a designation in accordance with Section 2.1, at which point the interim director shall promptly resign and the designated director shall be elected or appointed to fill such vacancy.
Section 2.3 — Removal of Board Members.
(a) Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to remove from the Board any director designated pursuant to Section 2.1 at the written request of the party or parties entitled to designate such director. Such removal shall be with or without cause, as determined by the designating party or parties.
(b) No director designated pursuant to this Agreement may be removed from the Board without the prior written consent of the party or parties entitled to designate such director under Section 2.1. Each Stockholder agrees not to vote any of such Stockholder's Shares in favor of the removal of any director designated pursuant to Section 2.1 unless the party or parties entitled to designate such director shall have consented in writing to such removal.
Section 2.4 — Vacancies.
In the event of any vacancy on the Board created by the death, disability, resignation, or removal of any director who was designated pursuant to Section 2.1, such vacancy shall be filled solely by a person designated by the party or parties entitled to designate such director under Section 2.1. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to ensure that such vacancy is filled by the newly designated director as promptly as practicable following such designation.
Section 2.5 — No Liability for Election of Recommended Directors.
No Stockholder, nor any Affiliate of any Stockholder, shall have any liability whatsoever as a result of designating, nominating, or voting for the election of any person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company. Each Stockholder acknowledges and agrees that the foregoing shall not limit such designated person's liability, if any, for his or her own acts or omissions as a director under applicable law, the Restated Certificate, or the Company's bylaws.
Section 2.6 — Compensation; Expenses.
Unless otherwise approved by the Board of Directors (including the affirmative vote of the Investor Director), directors shall receive no cash compensation for their service on the Board of Directors. Notwithstanding the foregoing, the Company shall promptly reimburse each non-employee director for reasonable and documented out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any committee thereof, including travel, lodging, and meal expenses. The Board may, from time to time, approve the grant of equity compensation (including stock options under the Company's equity incentive plan) to non-employee directors, subject to the terms of such equity incentive plan and any approval requirements set forth in the Restated Certificate or this Agreement.
Section 2.7 — Board Observer Rights.
The Parties acknowledge that board observer rights have been granted to Cobalt Ventures Fund III, LP pursuant to a separate side letter agreement between the Company and Cobalt Ventures Fund III, LP, dated as of even date herewith (the "Cobalt Side Letter"). Pursuant to the Cobalt Side Letter, Cobalt Ventures Fund III, LP is entitled to designate one (1) additional representative to attend all meetings of the Board of Directors in a non-voting observer capacity, subject to customary confidentiality obligations and reasonable exclusions for attorney-client privileged matters. The rights of such observer are governed solely by the Cobalt Side Letter and are not subject to the terms of this Agreement.
ARTICLE 3 — VOTE TO INCREASE AUTHORIZED COMMON STOCK
Section 3.1 — Increase in Authorized Shares.
Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), in favor of any amendment to the Restated Certificate, or any other corporate action, recommended by the Board of Directors, that would increase the number of authorized shares of Common Stock solely to the extent necessary to provide for the conversion of all outstanding shares of Series Seed Preferred Stock into shares of Common Stock in accordance with the terms of the Restated Certificate. For the avoidance of doubt, the obligations of the Stockholders under this Section 3.1 shall apply only to increases in the authorized Common Stock that are necessary for the conversion of Series Seed Preferred Stock and shall not require any Stockholder to vote in favor of any other increase in the authorized capital stock of the Company.
ARTICLE 4 — DRAG-ALONG RIGHT
Section 4.1 — Actions to be Taken; Approval Threshold.
(a) In the event that a Drag-Along Sale (that is, a Change of Control transaction in which the aggregate consideration to be received by the stockholders of the Company is not less than the Drag-Along Threshold of Eighty-Four Million Dollars ($84,000,000)) is approved by each of the following (collectively, the "Electing Holders"):
(i) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, voting as a separate class;
(ii) the holders of a majority of the shares of Common Stock then outstanding held by the Key Holders, voting as a separate class; and
(iii) the Board of Directors of the Company (including the affirmative vote of the Investor Director);
then each Stockholder (whether or not such Stockholder voted in favor of such Drag-Along Sale) hereby agrees:
(A) to vote (in person, by proxy, or by action by written consent, as applicable) all of such Stockholder's Shares in favor of, and adopt, such Drag-Along Sale and to vote in favor of any related proposal, amendment, or corporate action necessary or desirable to consummate such Drag-Along Sale;
(B) not to deposit, and to cause such Stockholder's Affiliates not to deposit, any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares that is inconsistent with this Article 4;
(C) to refrain from exercising, and to waive, any dissenters' rights, appraisal rights, or similar rights under applicable law (including, without limitation, Section 262 of the Delaware General Corporation Law) with respect to such Drag-Along Sale;
(D) to execute and deliver all agreements, instruments, certificates, and documents that are required or reasonably requested to be executed and delivered in connection with such Drag-Along Sale, including, without limitation, any merger agreement, stock purchase agreement, asset purchase agreement, escrow agreement, stockholder consent, letter of transmittal, or similar agreement or instrument;
(E) to take, or cause to be taken, all such further actions as may be reasonably necessary or desirable to consummate such Drag-Along Sale and the transactions contemplated thereby, including delivering any stock certificates (or, in the case of uncertificated shares, executing any stock power or similar instrument), endorsements, or assignments as may be reasonably requested; and
(F) not to bring, commence, prosecute, maintain, or voluntarily aid any action, suit, claim, or proceeding that challenges or otherwise relates to the Drag-Along Sale or any aspect thereof, or that seeks to restrain, enjoin, or otherwise delay the consummation thereof.
(b) For the avoidance of doubt, the obligations of the Stockholders under this Section 4.1 shall apply to all Shares held by each Stockholder, regardless of when such Shares were acquired and regardless of whether such Stockholder voted in favor of or against the approval of the Drag-Along Sale.
Section 4.2 — Conditions to Drag-Along Obligations.
The obligations of the Stockholders under Section 4.1 shall be subject to the satisfaction of each of the following conditions:
(a) Equal Treatment. Each holder of Shares shall receive the same form and amount of consideration per share (on an as-converted-to-Common-Stock basis) as every other holder of the same class or series of Shares, subject to appropriate adjustments for any applicable liquidation preferences as set forth in the Restated Certificate. For purposes of clarity, the Series Seed Preferred Stock is entitled to a one-times (1×) non-participating preferred liquidation preference as set forth in the Restated Certificate, and the allocation of consideration in any Drag-Along Sale shall be made in accordance with the applicable provisions of the Restated Certificate as if such Drag-Along Sale constituted a Deemed Liquidation Event (as defined in the Restated Certificate).
(b) Limited Representations, Warranties, and Covenants. Each holder of Shares shall be obligated to make representations, warranties, and covenants only with respect to (i) such holder's ownership of and authority to transfer such holder's Shares, (ii) the absence of any liens or encumbrances on such holder's Shares (other than those created under this Agreement, the Right of First Refusal and Co-Sale Agreement, or the Restated Certificate), and (iii) such holder's power, authority, and legal capacity to enter into the transaction documents relating to the Drag-Along Sale. No holder of Shares shall be required to make any representations or warranties with respect to the business, operations, financial condition, assets, liabilities, or prospects of the Company or any subsidiary thereof; provided, however, that Key Holders who serve as officers of the Company may, in their capacity as officers, be required to make broader representations and warranties regarding the business, operations, and condition of the Company as are customary in transactions of the type contemplated by the applicable Drag-Along Sale.
(c) No Non-Competition or Non-Solicitation. No holder of Shares (other than a Key Holder who serves as an officer of the Company) shall be obligated to agree to any non-competition covenant, non-solicitation covenant, or other restrictive covenant in connection with the Drag-Along Sale. Key Holders who serve as officers of the Company may be required to agree to reasonable non-competition and non-solicitation covenants that are customary in transactions of the type contemplated by the applicable Drag-Along Sale; provided that the duration and geographic scope of any such covenant shall be reasonable and consistent with market practice for similar transactions in the life sciences diagnostics industry.
(d) Pro Rata Liability; Liability Cap. The liability of each holder of Shares in respect of representations, warranties, covenants, and indemnification obligations arising out of the Drag-Along Sale shall not exceed such holder's pro rata portion (determined based on the aggregate consideration received by such holder relative to the total aggregate consideration received by all holders of Shares in such Drag-Along Sale) of any aggregate liability cap or indemnification obligation. In no event shall any holder's aggregate liability under or in connection with the Drag-Along Sale exceed the net proceeds actually received by such holder in such Drag-Along Sale (after giving effect to any amounts placed in escrow, holdback, or other similar arrangement).
(e) Pro Rata Escrow and Holdback. If any stockholders' representative, escrow arrangement, holdback, or expense fund is established in connection with the Drag-Along Sale (whether to secure indemnification obligations, to fund post-closing purchase price adjustments, or otherwise), the applicable percentage of each holder's consideration that is subject to such arrangement shall be determined on a pro rata basis (based on the aggregate consideration received by such holder relative to the total aggregate consideration received by all holders of Shares in such Drag-Along Sale), so that each holder bears such obligations and risks equally and proportionately.
Section 4.3 — Drag-Along Sale Notice.
The Company shall give written notice (the "Drag-Along Notice") to each Stockholder not less than twenty (20) days prior to the anticipated closing date of the Drag-Along Sale. The Drag-Along Notice shall set forth, in reasonable detail:
(a) the name and address of the proposed acquiror or acquirors;
(b) the proposed aggregate amount and form of the consideration to be paid to the stockholders of the Company, together with a description of any non-cash consideration and a good-faith estimate of the per-share value of the consideration to be received by the holders of each class and series of the Company's capital stock (taking into account the applicable liquidation preferences);
(c) the proposed closing date of the Drag-Along Sale;
(d) a summary of the material terms and conditions of the proposed Drag-Along Sale, including any representations, warranties, covenants, indemnification obligations, escrow or holdback arrangements, and any material conditions to closing; and
(e) copies of the principal transaction documents (which may be in substantially final draft form), including any merger agreement, stock purchase agreement, or asset purchase agreement, together with any related disclosure schedules, ancillary agreements, and voting agreements to be entered into by the Stockholders.
Section 4.4 — Effect of Failure to Comply.
If any Stockholder fails to comply with the obligations set forth in this Article 4 within the time periods specified herein, including any failure to deliver executed transaction documents within ten (10) business days following receipt of the Drag-Along Notice (or such shorter period as may be specified in the Drag-Along Notice, but in no event less than five (5) business days), such Stockholder shall be deemed to have granted to the Company, and to the Chief Executive Officer and the Secretary of the Company, jointly and severally, an irrevocable proxy and power of attorney, coupled with an interest, to vote such Stockholder's Shares in favor of the Drag-Along Sale and to execute and deliver on behalf of such Stockholder all agreements, instruments, certificates, and documents necessary or desirable to effectuate the Drag-Along Sale, in each case in accordance with the terms approved by the Electing Holders. Such proxy and power of attorney is irrevocable and coupled with an interest sufficient in law to support an irrevocable proxy and is granted pursuant to Section 212(e) of the Delaware General Corporation Law.
ARTICLE 5 — REMEDIES
Section 5.1 — Covenants of the Company.
The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted to the Parties under this Agreement are effective and that the Parties enjoy the benefits hereof. Without limiting the generality of the foregoing, the Company shall use its best efforts to (a) cause the nomination and election of the directors as provided in Article 2 hereof, (b) maintain the authorized number of directors of the Board at five (5), (c) not take any action that is intended to, or would have the effect of, circumventing or conflicting with the provisions of this Agreement, and (d) not, by amendment of the Company's bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement.
Section 5.2 — Irrevocable Proxy and Power of Attorney.
Each Stockholder hereby constitutes and appoints as such Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, the Company and the Chief Executive Officer and Secretary of the Company, and each of them, to vote or to execute written consents with respect to such Stockholder's Shares solely to the extent and in the manner provided in this Agreement, including (without limitation) for the election and removal of directors in accordance with Article 2, for the increase of authorized shares of Common Stock in accordance with Article 3, and for the approval of any Drag-Along Sale in accordance with Article 4. This proxy and power of attorney:
(a) is irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy, and is granted pursuant to, and in compliance with, Section 212(e) of the Delaware General Corporation Law;
(b) is granted in consideration of the mutual covenants and agreements of the Parties contained in this Agreement, and each Party acknowledges that each other Party will be irreparably harmed in the absence of such proxy;
(c) shall not be terminated by any act of any Stockholder, by operation of law, by the death, incapacity, or dissolution of any Stockholder, or by any other event or circumstance (except as set forth in clause (d) below); and
(d) shall automatically terminate upon the termination of this Agreement in accordance with Section 9.1 hereof.
Section 5.3 — Specific Enforcement.
The Parties acknowledge and agree that the covenants and obligations of the Parties hereunder are unique and that a breach of, or failure to perform, any of the terms and provisions of this Agreement would cause irreparable harm and injury to the other Parties for which damages at law would be an inadequate remedy. Accordingly, each Party agrees that, in addition to any other rights and remedies available at law or in equity, any Party shall be entitled to seek and obtain a decree of specific performance, temporary restraining orders, preliminary and permanent injunctive relief, and other equitable relief to enforce the terms of this Agreement and to prevent or cure breaches or threatened breaches hereof, in each case without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security. The rights and remedies set forth in this Section 5.3 are cumulative and shall be in addition to any other rights and remedies available to the Parties at law or in equity.
ARTICLE 6 — TRANSFERS
Section 6.1 — Restrictions on Transfer.
No Stockholder shall Transfer any Shares (or any interest therein) unless the transferee of such Shares executes and delivers to the Company a written instrument, in form and substance reasonably satisfactory to the Company and the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, pursuant to which such transferee agrees to be bound by, and subject to, all of the terms, conditions, rights, and obligations of this Agreement as a Stockholder hereunder (an "Instrument of Accession"), including, without limitation, the voting obligations set forth in Article 2, the drag-along obligations set forth in Article 4, and the transfer restrictions set forth in this Article 6. Any purported Transfer of Shares in violation of this Section 6.1 shall be null and void and of no force or effect, and the Company shall not register, and shall instruct its transfer agent not to register, any such Transfer of Shares on the stock transfer books of the Company. The Company may, and is hereby authorized to, place appropriate legends on the certificates (or book-entry records) representing the Shares to reflect the restrictions on Transfer set forth in this Agreement.
Section 6.2 — Permitted Transfers.
Notwithstanding the provisions of Section 6.1, the restrictions on Transfer set forth in Section 6.1 shall not apply to any of the following Transfers, provided that in each case the transferee agrees in writing to be bound by the terms and conditions of this Agreement:
(a) any Transfer by an Investor to an Affiliate of such Investor, provided that if such transferee subsequently ceases to be an Affiliate of such Investor, such transferee shall promptly Transfer the Shares back to such Investor or to another Affiliate of such Investor;
(b) any Transfer by a Key Holder for estate planning purposes to a trust, family limited partnership, family limited liability company, or similar estate planning vehicle established for the benefit of such Key Holder or such Key Holder's immediate family members (i.e., such Key Holder's spouse, domestic partner, lineal descendants, parents, or siblings), provided that such Key Holder retains voting control over the Shares so transferred and the transferee executes an Instrument of Accession; or
(c) any Transfer that has been approved in writing by (i) the Company and (ii) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding.
ARTICLE 7 — ADDITIONAL STOCKHOLDERS
Section 7.1 — Additional Stockholders.
In the event that the Company issues additional shares of Common Stock, Series Seed Preferred Stock, or any other Equity Securities after the date hereof (whether pursuant to the conversion of convertible notes, the exercise of warrants or stock options, or otherwise), the Company shall, as a condition to such issuance, require the purchaser, recipient, or holder of such shares to execute a counterpart signature page to this Agreement or an Instrument of Accession, in form and substance reasonably satisfactory to the Company and the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, pursuant to which such person or entity shall become a party to this Agreement and shall be bound by, and subject to, all of the terms, conditions, rights, and obligations of this Agreement as a Stockholder hereunder. Upon execution of such counterpart signature page or Instrument of Accession, such person or entity shall be deemed to be an "Investor" or "Key Holder" (as applicable) for all purposes of this Agreement, and Exhibit A or Exhibit B (as applicable) shall be deemed to be updated to include such person or entity and the shares held by such person or entity.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES
Section 8.1 — Representations and Warranties of the Stockholders.
Each Stockholder, severally and not jointly, hereby represents and warrants to each other Party as of the date hereof as follows:
(a) Power and Authority. Such Stockholder has the requisite legal capacity, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an entity, the execution, delivery, and performance of this Agreement by such Stockholder has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Stockholder.
(b) No Conflicts. The execution, delivery, and performance of this Agreement by such Stockholder does not and will not (i) violate, conflict with, or result in a breach of any provision of such Stockholder's organizational documents (if applicable), (ii) violate any law, rule, regulation, order, judgment, or decree applicable to such Stockholder, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, agreement, instrument, or other arrangement to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets or properties is bound.
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) Ownership of Shares. Such Stockholder is the sole record and beneficial owner of the Shares set forth opposite such Stockholder's name on Exhibit A or Exhibit B (as applicable), free and clear of all liens, claims, encumbrances, and restrictions, except as created by (i) this Agreement, (ii) the Right of First Refusal and Co-Sale Agreement of even date herewith, (iii) the Restated Certificate, and (iv) applicable securities laws. Such Stockholder has not entered into any other voting agreement, voting trust, or similar arrangement with respect to such Shares that is inconsistent with the provisions of this Agreement.
Section 8.2 — Representations and Warranties of the Company.
The Company hereby represents and warrants to each Stockholder as of the date hereof as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE Corp. File No. 7294531). The Company is duly qualified and authorized to do business and is in good standing in the Commonwealth of Massachusetts and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by the Company has been duly authorized by all necessary corporate action on the part of the Company, including any required approval by the Board of Directors and the stockholders of the Company. No further corporate action, consent, or approval is required on the part of the Company for the execution, delivery, and performance of this Agreement.
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
ARTICLE 9 — TERMINATION
Section 9.1 — Termination.
This Agreement shall automatically terminate, and the rights and obligations of the Parties hereunder shall cease, upon the earliest to occur of any of the following events:
(a) the closing of a Qualified Public Offering;
(b) the closing of a Change of Control that has been approved in accordance with the terms of this Agreement and the Restated Certificate, including any Drag-Along Sale consummated pursuant to Article 4 hereof;
(c) the date on which the written consent of each of (i) the Company, (ii) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, and (iii) the holders of a majority of the shares of Common Stock then held by the Key Holders, is obtained to terminate this Agreement; and
(d) the date on which no shares of Series Seed Preferred Stock remain outstanding (whether by reason of conversion into Common Stock, redemption, repurchase, cancellation, or otherwise).
Section 9.2 — Effect of Termination.
Upon the termination of this Agreement in accordance with Section 9.1, none of the Parties shall have any further rights, obligations, or liabilities under this Agreement; provided, however, that (i) Article 10 (Miscellaneous) shall survive the termination of this Agreement to the extent that the provisions therein, by their nature, are intended to survive termination (including, without limitation, Section 10.2 (Governing Law), Section 10.3 (Jurisdiction; Venue), Section 10.8 (Severability), and Section 10.12 (Attorneys' Fees)), and (ii) the termination of this Agreement shall not relieve any Party from liability for any breach of this Agreement occurring prior to such termination.
ARTICLE 10 — MISCELLANEOUS
Section 10.1 — Successors and Assigns.
Except as otherwise expressly provided herein, the terms, conditions, and provisions of this Agreement shall bind and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, except in connection with a Transfer of Shares made in compliance with Article 6 hereof.
Section 10.2 — Governing Law.
This Agreement shall be governed by, and construed and interpreted in accordance with, the internal substantive laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (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.
Section 10.3 — Jurisdiction; Venue.
Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, or any dispute relating to any of the foregoing, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America located in Wilmington, Delaware). Each Party irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of such courts for the purpose of any such action, suit, or proceeding, (b) agrees not to commence any such action, suit, or proceeding except in such courts, (c) waives, and agrees not to plead or to make, any objection to the laying of venue of any such action, suit, or proceeding in any such court, and (d) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 10.4 — Counterparts; Electronic Signatures.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Agreement may be delivered by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, and any such delivery shall have the same force and effect as delivery of an originally executed counterpart. Any Party delivering an executed counterpart of this Agreement by facsimile or electronic means shall also deliver an originally executed counterpart of this Agreement, but the failure to deliver an originally executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.
Section 10.5 — Notices.
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally to the Party to be notified, (b) sent by a nationally recognized overnight courier service (with tracking capability and proof of delivery), (c) sent by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt by the recipient, which confirmation may be electronic), in each case addressed as follows (or to such other address or email address as a Party may designate by notice given to the other Parties in accordance with this Section 10.5):
If to the Company:
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, MA 02142
Attention: Dr. Priya Ramaswamy, CEO
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 Pinewood Health Ventures, LLC:
Pinewood Health Ventures, LLC 450 Park Avenue, 18th Floor New York, NY 10022
Attention: Sandra Kessler
Email: skessler@pinewoodhealthventures.com
If to Thornfield Capital Partners, LP:
Thornfield Capital Partners, LP 555 Montgomery Street, Suite 1200 San Francisco, CA 94111
Attention: Brian Lund
Email: blund@thornfieldcapital.com
If to Atlas Point Angel Syndicate, LLC:
Atlas Point Angel Syndicate, LLC 1100 Congress Avenue, Suite 750 Austin, TX 78701
Attention: Victor Dominguez
Email: vdominguez@atlaspointangel.com
If to any Key Holder:
At the address set forth on Exhibit B hereto, or at the address on file in the records of the Company.
Notices delivered personally shall be deemed given upon delivery. Notices sent by overnight courier shall be deemed given on the business day immediately following the date of deposit with such courier. Notices sent by registered or certified mail shall be deemed given on the third (3rd) business day following the date of mailing. Notices sent by electronic mail shall be deemed given upon confirmation of receipt by the recipient (which confirmation may be electronic, including any automatic "read receipt" or equivalent functionality).
Section 10.6 — Entire Agreement.
This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement dated as of even date herewith, the Right of First Refusal and Co-Sale Agreement dated as of even date herewith, the Restated Certificate, the Cobalt Side Letter dated as of even date herewith, the Pinewood Side Letter dated as of even date herewith, the Escrow Agreement dated as of even date herewith, and all other transaction documents executed in connection with the Purchase Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, among the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements among the Parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.
Section 10.7 — Amendment and Waiver.
This Agreement may be amended, modified, or supplemented, and the observance of any term or provision hereof may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), only by a written instrument signed by (a) the Company, (b) the holders of a majority of the shares of Series Seed Preferred Stock then outstanding, and (c) the holders of a majority of the shares of Common Stock then held by the Key Holders. Any amendment, modification, supplement, or waiver so effected shall be binding upon all of the Parties and their respective successors and permitted assigns, regardless of whether any particular Party has consented thereto. No waiver of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default. The failure or delay of any Party to exercise any right, power, or privilege under this Agreement shall not be deemed a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 10.8 — 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, such invalidity, illegality, or unenforceability shall not affect any other provision (or any other portion of such provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein; provided, however, that the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid and enforceable provision that, to the extent practicable, achieves the original intent and economic effect of the Parties as reflected in the invalid, illegal, or unenforceable provision.
Section 10.9 — Delays or Omissions.
No delay or omission to exercise any right, power, or remedy accruing to any Party under this Agreement shall impair any such right, power, or remedy of such Party, and no such delay or omission shall be construed to be a waiver of any breach or default under this Agreement or an acquiescence therein, or of or in any similar breach or default thereafter occurring. All remedies, whether under this Agreement, by law, or otherwise afforded to any Party, shall be cumulative and not alternative, and any such remedy shall not be exclusive of any other remedy available at law or in equity.
Section 10.10 — Adjustments for Stock Splits, Etc.
All share numbers and per-share prices referenced in this Agreement (including, without limitation, the definition of Major Investor, the Drag-Along Threshold, and the numbers of shares set forth on Exhibit A and Exhibit B) shall be subject to proportional and equitable adjustment in the event of any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization, or similar event affecting the outstanding capital stock of the Company.
Section 10.11 — Aggregation of Stock.
All Shares held or acquired by Affiliated entities or Persons of a Stockholder shall be aggregated together for the purpose of determining the availability of, and the exercise of, any rights under this Agreement, including, without limitation, the determination of whether any Investor qualifies as a Major Investor. For the avoidance of doubt, shares held by a trust, family limited partnership, family limited liability company, or other estate planning vehicle established by or for the benefit of a Stockholder or such Stockholder's immediate family members shall be deemed to be held by such Stockholder for purposes of this Section 10.11.