Contract analysis

I. PURPOSE AND SCOPE This memorandum compares the material terms of the negotiated Series Seed Preferred Stock Purchase Agreement (the "SPA") and the related ancillary transaction documents for the Series Seed financing of Meridian Diagnostics, Inc., a Delaware C-corporation (the "Company"), against the binding term sheet executed on December 18, 2025 (the "Term Sheet") between Cobalt Ventures Fund III, LP ("Cobalt"

II. TRANSACTION OVERVIEW The following table summarizes the key structural parameters of the transaction: The transaction involves a new-money investment of $12,000,000 in aggregate, with Cobalt serving as lead investor and committing $7,200,000, representing 60.0% of the round. Three co-investors are participating: Pinewood Health Ventures, LLC, committing $2,400,000 (20.0%); Thornfield Capital Partners, LP, committ

III. VALUATION AND PRICING A. Pre-Money and Post-Money Valuation Term Sheet: The Term Sheet established a pre-money valuation of $30,000,000 for the Company. Based on the $12,000,000 aggregate new-money investment, the implied post-money valuation is $42,000,000 ($30,000,000 pre-money + $12,000,000 new money). SPA: The SPA is consistent with the Term Sheet. Section 1.1 of the SPA recites a pre-money valuation of $30,

IV. CAPITALIZATION A. Pre-Financing Common Stock The Company's pre-financing capitalization consists of 10,000,000 shares of Common Stock, allocated as follows: Dr. Ramaswamy and Dr. Ochoa hold their shares subject to Founder Stock Restriction Agreements, as discussed in Section XV below. Nadia Chen's shares are subject to a standard employee vesting arrangement with a four-year vesting period, a one-year cliff, and

V. LIQUIDATION PREFERENCE Term Sheet: The Term Sheet specified a 1x non-participating preferred liquidation preference for the Series Seed Preferred Stock. SPA / A&R Certificate of Incorporation: Article IV, Section 2 of the A&R Certificate provides for a 1x non-participating preferred liquidation preference. In the event of a Deemed Liquidation Event — defined to include (i) a merger or consolidation (other than one

VI. ANTI-DILUTION PROTECTION Term Sheet: The Term Sheet specified broad-based weighted average anti-dilution protection for the Series Seed Preferred Stock. SPA / A&R Certificate of Incorporation: Article IV, Section 4 of the A&R Certificate provides for a broad-based weighted average anti-dilution adjustment to the conversion price of the Series Seed Preferred Stock. In the event the Company issues additional shares

VII. DIVIDENDS Term Sheet: The Term Sheet provided for non-cumulative dividends on the Series Seed Preferred Stock, payable when, as, and if declared by the Board of Directors. SPA / A&R Certificate of Incorporation: Article IV, Section 1 of the A&R Certificate provides that holders of Series Seed Preferred Stock are entitled to receive non-cumulative dividends when, as, and if declared by the Board of Directors. The

VIII. BOARD COMPOSITION Term Sheet: The Term Sheet provided for a five-member Board of Directors, composed of two directors designated by the holders of Common Stock (the founders), one director designated by the holders of a majority of the Series Seed Preferred Stock (the Cobalt designee), and two independent directors mutually agreed upon by the holders of Common Stock and the holders of Series Seed Preferred Stoc

IX. OPTION POOL EXPANSION Term Sheet: The Term Sheet contemplated an increase to the Company's stock option pool to approximately 15% of the pre-money fully-diluted capitalization, with the increase counted in the pre-money denominator for pricing purposes. SPA / Board Consent / Stockholder Consent: The definitive documents provide for an increase of 1,200,000 new shares reserved for issuance under the Company's 2024

X. PROTECTIVE PROVISIONS Term Sheet: The Term Sheet specified that standard NVCA-style protective provisions for seed rounds would apply, requiring the consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock, voting as a separate class, for specified material actions. A&R Certificate of Incorporation: Article IV, Section 6 of the A&R Certificate provides that the consent of

XI. INFORMATION RIGHTS Term Sheet: The Term Sheet provided that Major Investors would receive financial and operating information from the Company on a periodic basis. Investors' Rights Agreement: Section 3.1 of the Investors' Rights Agreement defines "Major Investors" as holders of at least 1,000,000 shares of Series Seed Preferred Stock (or Common Stock issued upon conversion thereof). Based on the share allocation

XII. PRO RATA RIGHTS Term Sheet: The Term Sheet provided that Major Investors would have the right to participate pro rata in future financing rounds to maintain their percentage ownership in the Company. Investors' Rights Agreement: Section 4.1 of the Investors' Rights Agreement grants Major Investors (as defined above — holders of at least 1,000,000 shares of Series Seed Preferred Stock) a pro rata right to purchas

XIII. RIGHT OF FIRST REFUSAL AND CO-SALE Term Sheet: The Term Sheet contemplated a standard NVCA right of first refusal and co-sale agreement binding the founders. Right of First Refusal and Co-Sale Agreement: The Right of First Refusal and Co-Sale Agreement (the "ROFR/Co-Sale Agreement") has been executed among the Company, all Investors (including Cobalt, Pinewood, Thornfield, and Atlas Point), and the Key Holders,

XIV. DRAG-ALONG Term Sheet: The Term Sheet included a drag-along provision applicable to all stockholders, triggered at a transaction value of $84,000,000 or greater, representing 2x the post-money valuation of $42,000,000. Voting Agreement: Section 3.1 of the Voting Agreement includes a drag-along provision. If a Deemed Liquidation Event is approved by all three of the following: (i) the Board of Directors (includin

XV. FOUNDER VESTING Term Sheet: The Term Sheet required that both founders be subject to four-year reverse vesting with a one-year cliff, with 25% vesting at the cliff and monthly vesting thereafter. The vesting commencement date was specified as the date of the Company's formation (June 15, 2023). Founder Stock Restriction Agreements: Each founder has executed a Founder Stock Restriction Agreement (each, a "FSRA") i

XVI. SIDE LETTER PROVISIONS A. Cobalt Side Letter (Cobalt Ventures Fund III, LP) Term Sheet: The Term Sheet provided that Cobalt would be entitled to certain additional rights beyond those available to all investors, to be documented in a separate side letter. Cobalt Side Letter (dated February 9, 2026): The Cobalt Side Letter has been negotiated and finalized in connection with the closing. It contains the following

XVII. REGISTRATION RIGHTS Term Sheet: The Term Sheet provided for customary registration rights. Investors' Rights Agreement: Article 2 of the Investors' Rights Agreement contains standard registration rights provisions, including: (i) Demand Registration. Following the earlier of (a) the fifth anniversary of the closing date or (b) 180 days following the effective date of the Company's initial public offering, the h

XIX. LEGAL FEE REIMBURSEMENT Term Sheet: The Term Sheet provided that the Company would reimburse Cobalt's legal fees and expenses incurred in connection with the transaction, subject to a cap of $50,000. SPA: Section 6.8 of the SPA provides that the Company agrees to pay and reimburse Cobalt Ventures Fund III, LP for its reasonable and documented legal fees and expenses incurred by Calderwood & Harkness LLP in conne

XX. CONDITIONS TO CLOSING SPA: Section 5 of the SPA sets forth the conditions to the Investors' obligation to purchase the Series Seed Preferred Stock and consummate the closing. The following conditions must be satisfied or waived prior to or simultaneously with the closing on February 9, 2026: (a) Filing of A&R Certificate. The Amended and Restated Certificate of Incorporation shall have been filed with, and accept

XXI. REGULATORY AND COMPLIANCE MATTERS The following regulatory and compliance matters have been addressed in connection with the transaction: Securities Exemption. The offering and sale of the Series Seed Preferred Stock is being conducted in reliance on the exemption from registration provided by Regulation D, Rule 506(b), under the Securities Act of 1933, as amended. All investors — including Cobalt Ventures Fund

XXII. SUMMARY COMPARISON TABLE The following table provides a comprehensive summary of the comparison between the Term Sheet and the definitive transaction documents across all material terms addressed in this memorandum. Overall Conclusion: The negotiated SPA and ancillary transaction documents are materially consistent with the Term Sheet executed December 18, 2025. No material deviations have been identified. XXII

1. Alignment of Economic Terms. All material economic terms — including the pre-money valuation of $30,000,000, the post-money valuation of $42,000,000, the price per share of $2.6786, the 1x non-participating preferred liquidation preference, the broad-based weighted average anti-dilution protection, the convertible note conversion mechanics, and the option pool expansion to approximately 14.3% of the pre-money full

2. Alignment of Governance Terms. All material governance terms — including the five-member Board of Directors (with two Common Stock directors, one Series Seed Preferred director, and two independent directors), the protective provisions requiring consent of the majority of Series Seed Preferred for specified material actions, and the drag-along provision at a threshold of $84,000,000 — are consistent between the Te

3. Alignment of Investor Rights. All material investor rights — including information rights for Major Investors, pro rata participation rights, right of first refusal and co-sale, registration rights, and the side letter provisions for both Cobalt and Pinewood — are consistent between the Term Sheet and the definitive transaction documents. No investor right has been diminished or omitted.

4. Alignment of Founder-Specific Terms. The founder vesting provisions (four-year reverse vesting with one-year cliff, vesting commencement date of June 15, 2023) and the 180-day post-IPO lock-up are consistent between the Term Sheet and the definitive transaction documents.

5. No Material Deviations or Open Items. We have not identified any material deviations betwee