Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or "we") has conducted preliminary legal due diligence on Meridian Diagnostics, Inc. ("Meridian" or the "Company") in connection with the proposed $12,000,000 Series Seed Preferred Stock financing (the "Financing") led by Cobalt Ventures Fund III, LP ("Fund III"). Fund III is committing $7,200,000 to the Financing, representing 60.0% of the total round size. The r

II. Corporate Organization and Good Standing A. Formation and Jurisdiction Meridian Diagnostics, Inc. is a C-corporation incorporated under the General Corporation Law of the State of Delaware. The Company was incorporated by the filing of its original Certificate of Incorporation with the Delaware Secretary of State on June 15, 2023. The Company's file number with the Delaware Secretary of State is 7294531. The Comp

1. Dr. Priya Ramaswamy — Co-Founder, Chief Executive Officer, and President. Dr. Ramaswamy serves as a director and has served in such capacity since the Company's formation on June 15, 2023.

2. Dr. Julian Ochoa — Co-Founder and Chief Technology Officer. Dr. Ochoa serves as a director and has served in such capacity since the Company's formation on June 15, 2023. The Company's current officers are as follows: • Dr. Priya Ramaswamy — Chief Executive Officer and President • Dr. Julian Ochoa — Chief Technology Officer We note that no separate Secretary or Chief Financial Officer has been formally appointed.

III. Capitalization A. Authorized Capital Stock The Company's current Certificate of Incorporation authorizes the issuance of shares of Common Stock, par value $0.0001 per share. No shares of preferred stock are currently authorized under the existing Certificate of Incorporation. In connection with the Financing, the Company will file an Amended and Restated Certificate of Incorporation that will authorize the issua

IV. Intellectual Property A. Patent Portfolio The Company's intellectual property portfolio is centered on the MeridianPulse platform, a proprietary point-of-care diagnostics technology that utilizes microfluidic chip architecture to perform multi-analyte blood panel testing. We have reviewed the Company's patent portfolio, which consists of the following: Issued U.S. Utility Patents. The Company holds five (5) issue

V. Material Contracts A. Summary of Reviewed Contracts We have reviewed the material contracts of the Company as identified by management and included in the virtual data room. The following is a summary of the principal categories of contracts reviewed: Office Lease. The Company is party to a lease agreement for its principal office space at 225 Binney Street, Suite 400, Cambridge, MA 02142. The lease is a standard

VI. Outstanding Indebtedness A. Convertible Notes As described in Section III.E above, the Company has outstanding convertible promissory notes in the aggregate principal amount of $2,100,000, issued pursuant to the Convertible Note Purchase Agreement dated September 12, 2023. These notes, together with accrued interest of approximately $253,750, will convert into shares of Series Seed Preferred Stock at the closing

VII. Employment Matters A. Headcount and Structure As of the date of this memorandum, the Company has 18 full-time employees. The Company's workforce is organized into the following functional areas: executive management, research and development (including assay development, engineering, and software), operations, and general and administrative. The majority of the Company's employees are based at the Company's prin

VIII. Litigation and Disputes Based on our review of the Company's records, representations by management, a litigation search conducted in applicable federal and state court databases, and confirmation from Company counsel at Whitfield & Ames LLP, we have confirmed the following: • There is no pending litigation, arbitration, mediation, administrative proceeding, or governmental investigation involving the Company,

IX. Regulatory Compliance A. Securities Law The proposed offering and sale of Series Seed Preferred Stock in the Financing is intended to be exempt from registration under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption provided by Regulation D, Rule 506(b), promulgated thereunder. Rule 506(b) permits the sale of securities to an unlimited number of accredited inv

X. Tax Matters A. Tax Status Meridian Diagnostics, Inc. is organized as a Delaware C-corporation for federal and state income tax purposes. The Company's Federal Employer Identification Number (EIN) is 93-4127856. The Company has elected a calendar year as its fiscal year for tax reporting purposes. We have reviewed the Company's federal income tax returns (IRS Form 1120) and Commonwealth of Massachusetts corporate e

Section 1202 of the Internal Revenue Code (IRC § 1202) provides for the exclusion of gain from the sale or exchange of Qualified Small Business Stock (QSBS) held for more than five years, subject to certain limitations. The maximum exclusion for stock acquired after September 27, 2010 is 100% of the gain, up to the greater of $10 million or 10 times the taxpayer's adjusted basis in the stock. Our preliminary analysis

Section 83(b) of the Internal Revenue Code allows taxpayers who receive property subject to a substantial risk of forfeiture (such as restricted stock subject to vesting) to elect to include the fair market value of the property in gross income at the time of receipt, rather than at the time the property vests. A timely Section 83(b) election must be filed with the Internal Revenue Service within 30 days of the date

XI. Insurance The Company maintains the following insurance policies: General Commercial Liability Insurance. The Company carries a general commercial liability insurance policy that provides coverage for third-party claims arising from the Company's business operations, including bodily injury, property damage, and personal and advertising injury. The policy limits and terms are standard for a company of this size a