Contract analysis

I. Executive Summary Meridian Diagnostics, Inc. is a Delaware C-corporation headquartered at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. The Company was incorporated on June 15, 2023, and is engaged in the development and commercialization of point-of-care diagnostic testing platforms for use in clinical laboratory and physician-office settings. On September 12, 2023, approximately three months afte

II. Background — The Convertible Notes A. Issuance and Terms The Notes were issued on September 12, 2023, pursuant to the Note Purchase Agreement. The Note Purchase Agreement was executed as part of a friends-and-family convertible note round that raised a total of $2,100,000 in aggregate principal amount during the third quarter of 2023. At the time of the note issuance, the Company had been in existence for approxi

III. Accrued Interest Calculation A. Interest Rate and Methodology As set forth in Section 1 of each individual promissory note, interest accrues on the outstanding principal amount at a rate of 5.0% per annum on a simple interest basis. The Notes explicitly provide that interest shall not compound and that interest shall be computed on the basis of a 365-day year (or a 366-day year in the case of a leap year), with

IV. Conversion Price Determination The conversion price applicable to the Notes is determined by comparing the discount Price and the Cap Price as defined in the Note Purchase Agreement. The noteholders are entitled to convert at the lower of the two prices, which provides them with the more favorable conversion rate. Each calculation is set forth in detail below. A. Series Seed Price Per Share (Reference Price) The

V. Share Issuance Calculations A. Aggregate Shares on Conversion The total number of shares of Series Seed Preferred Stock issuable upon conversion of the Notes is determined by dividing the total conversion amount (principal plus accrued interest) by the applicable conversion price: Total Conversion Amount: $2,353,750 Applicable Conversion Price: $2.1429 per share Shares Issued: $2,353,750 ÷ $2.1429 = approximately

VI. Impact on Post-Financing Capitalization A. Aggregate Series Seed Preferred Stock Outstanding Post-Closing Upon completion of the Financing, the total number of shares of Series Seed Preferred Stock outstanding will consist of both the new-money shares and the conversion shares: • New-Money Shares: 4,479,981 shares, purchased by the new-money investors at a price of $2.6786 per share for an aggregate purchase pric

VII. Procedural and Documentation Considerations A. Conversion Mechanics The conversion of the Notes is automatic upon the closing of the Qualified Financing. Pursuant to Section 2.1(a) of the Note Purchase Agreement, no election, notice, or other action on the part of the noteholders is required to trigger conversion. Upon the closing of the Financing on February 9, 2026, the Notes will convert simultaneously with t

VIII. Summary of Key Figures The following table consolidates the key figures from the analysis set forth in this memorandum for ease of reference: All figures are subject to confirmation of the day-count methodology for interest accrual, rounding conventions for fractional shares, and any final adjustments to the pre-money fully-diluted share count agreed upon by the parties prior to closing.

IX. Open Items and Next Steps Based on the foregoing analysis, the following action items remain outstanding and should be addressed prior to the anticipated closing date of February 9, 2026:

1. Confirm Per-Noteholder Share Allocation and Rounding Convention. Coordinate with Whitfield & Ames LLP (Thomas Whitaker) to confirm the final per-noteholder share allocation, including the rounding convention to be applied to any fractional shares. The Note Purchase Agreement is silent on rounding, and we recommend that the parties agree to round fractional shares down to the nearest whole share, with no cash payme

2. Obtain Executed Noteholder Joinder Agreements. Obtain executed joinder agreements or counterpart signature pages from each noteholder (Dr. Margaret Liu and Clearwater Bridge Associates, LLC) to the Series Seed Preferred Stock Purchase Agreement, Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement. Company counsel should circulate execution copies of these documents to th

3. Verify Authorization of Series Seed Preferred Stock. Verify that the Amended and Restated Certificate of Incorporation, in its final form, authorizes at least 5,578,343 shares of Series Seed Preferred Stock, sufficient to cover both the new-money shares (4,479,981) and the conversion shares (1,098,362). The current draft authorizes 6,000,000 shares, which is adequate, but this should be confirmed in the final cert

4. Coordinate Accounting Treatment. Coordinate with Graystone & Pallister CPAs, LLP (Robert Milligan, Engagement Partner) regarding the proper accounting treatment of the note conversion in the Company's financial statements, including the derecognition of the note liabilities and the corresponding issuance of Series Seed Preferred Stock.

5. Surrender and Cancellation of Original Notes. Ensure that the original promissory notes held by each noteholder are surrendered to the Company and cancelled at or promptly following the closing on February 9, 2026. Company counsel should arrange for the notes to be marked "Converted" and retained in the Company's records.

6. Update Cap Table. Confirm that the Company's capitalization table, maintained with reference to Ledgermark Transfer Services, Inc. (the Company's transfer agent), accurately reflects both the new-money shares and the conversion shares following the closing. The cap table should be reconciled against the Schedule of Investors attached to the SPA and the records of Ledgermark.

7. File Form D and Blue Sky Notices. Ensure that the Form D notice filing is made with the SEC by February 24, 2026, and that blue sky notice filings are made in California, Massachusetts, New York, and Texas in accordance with the applicable filing deadlines in each state. We believe the foregoing analysis accurately reflects the conversion mechanics, pricing, and share issuance calculations applicable to the Notes