Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the state-level "blue sky" notice filing requirements applicable in connection with the sale of Series Seed Preferred Stock of Meridian Diagnostics, Inc. (the "Company"), a Delaware C-corporation headquartered at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. This memorandum identifies each state in which a notice filing is required, d

II. Investors and Jurisdictional Nexus The following table identifies each investor in the Offering (including converting noteholders), the investor's state of principal office or residence, the amount of such investor's capital commitment or conversion amount, the approximate number of shares of Series Seed Preferred Stock issued to such investor, and the state or states in which a notice filing is required as a res

III. Federal Preemption Framework — NSMIA and Rule 506(b) This Section provides an overview of the federal preemption framework governing the interaction between federal and state securities laws as applicable to the Offering. A. NSMIA and "Covered Securities" The National Securities Markets Improvement Act of 1996 ("NSMIA") was enacted to create a uniform national securities regulatory framework and to eliminate the

Section 18(a) of the Securities Act provides that, with respect to covered securities, no law, rule, regulation, or order of any state requiring the registration or qualification of securities, or the registration or qualification of securities transactions, shall directly or indirectly apply to a covered security. This preemption applies broadly to all state substantive merit review requirements, conditions, or qual

IV. State-by-State Filing Requirements This Section describes, on a state-by-state basis, the governing law, filing authority, required forms, filing fees, deadlines, required attachments, and special considerations applicable to each of the four identified jurisdictions. A. California Governing Law. California Corporations Code § 25102.1; California Code of Regulations, Title 10, § 260.102.14. Filing Authority. Cali

V. Summary Filing Schedule and Fee Estimate The following table provides a consolidated summary of the notice filing requirements across all four identified jurisdictions, including the required forms, estimated filing fees, filing deadlines, responsible parties, and the jurisdictional nexus for each filing. All filing deadlines fall on February 24, 2026, which is fifteen (15) calendar days after the first sale date

VI. Coordination with SEC Form D Filing A. Federal Form D Requirements Under Rule 503 of Regulation D, the Company is required to file a Form D with the SEC electronically via the EDGAR filing system within fifteen (15) days after the first sale of securities in the Offering. Because the first sale date is February 9, 2026, the deadline for the federal Form D filing is February 24, 2026. The Form D is a brief notice

VII. Additional Considerations A. Late Filing Penalties Failure to timely file state notice filings may result in significant adverse consequences. While NSMIA preempts state substantive registration requirements, the failure to comply with state notice filing obligations — which are expressly preserved under NSMIA — can result in state enforcement actions, civil penalties, and fines. In certain states, late or missi

VIII. Recommended Action Items Based on the foregoing analysis, we recommend the following action items to ensure full and timely compliance with all applicable federal and state securities filing requirements:

1. Finalize and File SEC Form D. Finalize the SEC Form D and file it electronically via EDGAR no later than February 24, 2026. We recommend filing no later than February 20, 2026 to allow sufficient time for the state filings to incorporate the filed Form D.

2. Transmit SEC Form D to Company Counsel. Transmit copies of the filed SEC Form D (including the EDGAR filing receipt and confirmation) to Whitfield & Ames LLP for use in the state notice filings.

3. Prepare State-Specific Forms. Prepare the following state-specific forms for submission by the Company: (a) California Form D-Notice; (b) New York State Form 99 (Supplemental Filing Form); (c) Texas Notice Filing Form (Form 133.28 or equivalent); and (d) Massachusetts state-specific cover page.

4. Prepare Consents to Service of Process. Prepare a Consent to Service of Process (Form U-2 or equivalent) for each of the four filing states (California, Massachusetts, New York, and Texas), designating the appropriate state official as the Company's agent for service of process.

5. Confirm Fee Amounts and Arrange Payment. Confirm the applicable filing fee amounts with each state filing authority and arrange for payment by the Company. Total estimated fees are approximately $2,400 to $2,700, broken down as follows: California ($300–$600); Massachusetts ($300); New York ($1,200); Texas ($600).

6. Coordinate Filing Timeline with Company Counsel. Coordinate with Whitfield & Ames LLP to confirm that the Company will make all state notice filings by the February 24, 2026 deadline. Establish a clear division of responsibilities for the preparation and submission of each filing.

7. Confirm Treatment of Conversion Shares. Confirm with Company counsel the proper treatment of the convertible note conversion shares in the state notice filings for Massachusetts (Dr. Margaret Liu) and New York (Clearwater Bridge Associates, LLC). Ensure that the conversion shares are included in the applicable state filings and that the aggregate amounts sold or issued in each state are accurately reported.

8. Maintain Filing Records. Maintain copies of all filed forms, fee receipts, filing confirmations, and related correspondence for inclusion in the closing binder and transaction records. These records will serve as evidence of compliance with state notice filing requirements and should be retained for the Company's ongoing compliance files.

9. Calendar Amendment Filing Obligations. Calendar the obligation to file amendments with each state filing authority in the event that any amendment to the SEC Form D is filed in the future. Set appropriate reminders for annual Form D update filings as required under Rule 503(a) of Regulation D and for corresponding state amendment filings.

IX. Conclusion Based on our analysis of the investor locations, the Company's principal office, and the conversion of outstanding convertible notes, four states require notice filings in connection with the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc.: California, Massachusetts, New York, and Texas. Each state requires the filing of a copy of the SEC Form D (together with any applicable state-s

1. California Department of Financial Protection and Innovation (DFPI) California Department of Financial Protection and Innovation Attn: Securities Regulation Division 320 West 4th Street, Suite 750 Los Angeles, CA 90013 Telephone: (866) 275-2677 Website: www.dfpi.ca.gov

2. Massachusetts Securities Division, Office of the Secretary of the Commonwealth Massachusetts Securities Division Office of the Secretary of the Commonwealth One Ashburton Place, Room 1701 Boston, MA 02108 Telephone: (617) 727-3548 Website: www.sec.state.ma.us/sct

3. New York State Department of Law, Investor Protection Bureau New York State Department of Law Investor Protection Bureau Office of the Attorney General 28 Liberty Street New York, NY 10005 Telephone: (212) 416-8222 Website: ag.ny.gov/investor-protection

4. Texas State Securities Board Texas State Securities Board 208 East 10th Street, 5th Floor Austin, TX 78701 Telephone: (512) 305-8300 Website: www.ssb.texas.gov Appendix B — Investor Address Reference The following is a reference list of the addresses, and where available, the EIN or identifying information for each investor and converting noteholder participating in the Offering:

1. Cobalt Ventures Fund III, LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025 Registered Agent: c/o Cascade Systems, 1209 Orange Street, Wilmington, DE 19801 EIN: 85-2093147

2. Pinewood Health Ventures, LLC 450 Park Avenue, 18th Floor New York, NY 10022 EIN: 88-3451209

3. Thornfield Capital Partners, LP 555 Montgomery Street, Suite 1200 San Francisco, CA 94111 EIN: 87-6294013

4. Atlas Point Angel Syndicate, LLC 1100 Congress Avenue, Suite 750 Austin, TX 78701 EIN: 92-1578430 Syndicate Manager: Victor Dominguez

5. Dr. Margaret Liu (Converting Noteholder) 14 Chestnut Hill Road Wellesley, MA 02481 Individual noteholder; no EIN applicable.

6. Clearwater Bridge Associates, LLC (Converting Noteholder) 90 Broad Street, Suite 1400 New York, NY 10004 EIN: 86-4319752 This memorandum is intended for the sole use of the addressees and is protected by the attorney-client privilege and the work product doctrine. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please notify the sende