1004-00001 · Client 1004 · Closing

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COMPLIANCE CERTIFICATE OF MERIDIAN DIAGNOSTICS, INC.

Delivered Pursuant to Section 5.3(d) of the Series Seed Preferred Stock Purchase Agreement

February 9, 2026

Reference is hereby made to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Agreement"), by and among Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investors" and each individually, an "Investor"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

The undersigned, Dr. Priya Ramaswamy, is an authorized officer of Meridian Diagnostics, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"). The Company's principal executive office is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. The Company's file number with the Delaware Secretary of State is 7294531, and the Company's federal employer identification number (EIN) is 93-4127856.

This Compliance Certificate (this "Certificate") is being delivered by the undersigned, in her capacity as Chief Executive Officer and President of the Company, pursuant to the conditions to the closing (the "Closing") set forth in Section 5.3(d) of the Agreement in connection with the Closing of the sale and issuance by the Company of 4,479,981 shares of Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), of the Company to the Investors at a purchase price of $2.6786 per share, for aggregate gross proceeds to the Company of Twelve Million Dollars ($12,000,000). The Closing is occurring simultaneously with the execution and delivery of the Agreement on February 9, 2026 (a "simultaneous sign-and-close").

The undersigned hereby certifies as follows:

SECTION 1: REPRESENTATIONS AND WARRANTIES

The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, that each of the representations and warranties of the Company contained in Section 3 of the Agreement and in the schedules and exhibits thereto is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned specifically confirms the truth and correctness in all material respects of the following categories of representations and warranties:

(a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts, which is the only jurisdiction in which the nature of the business conducted by the Company or the character of the properties owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.

(b) Capitalization. Immediately prior to the Closing, but after giving effect to the increase in the number of shares reserved for issuance under the Company's 2024 Equity Incentive Plan (the "Plan") by 1,200,000 shares (bringing the total number of shares authorized and reserved for issuance under the Plan to 1,600,000 shares), the authorized capital stock of the Company is as set forth in the Agreement and the Company's capitalization is accurately reflected in the capitalization table delivered to the Investors. As of immediately prior to the Closing, the Company has 10,000,000 shares of Common Stock, par value $0.0001 per share, issued and outstanding, held as follows:

(i) Dr. Priya Ramaswamy — 5,500,000 shares of Common Stock;

(ii) Dr. Julian Ochoa — 3,500,000 shares of Common Stock;

(iii) Nadia Chen — 600,000 shares of Common Stock; and

(iv) 400,000 shares of Common Stock remaining allocated to the option pool under the Plan, of which 175,000 shares are subject to outstanding option grants to employees of the Company and 225,000 shares remain available for future issuance.

All issued and outstanding shares of Common Stock have been duly authorized, validly issued, fully paid, and non-assessable, and were issued in compliance with all applicable federal and state securities laws. There are no outstanding warrants, options, or other rights to purchase or acquire any shares of the Company's capital stock, except as set forth in the Agreement and the Plan.

(c) Authorization. The Company has all requisite corporate power and authority to execute and deliver the Agreement and each of the ancillary transaction documents contemplated thereby (including, without limitation, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Cobalt Side Letter, the Pinewood Side Letter, the Indemnification Agreement, the Escrow Agreement, and the Founder Stock Restriction Agreements, collectively the "Transaction Documents"), and to perform its obligations thereunder and to consummate the transactions contemplated thereby. All corporate action on the part of the Company, its directors, officers, and stockholders necessary for the authorization, execution, and delivery of the Agreement and the Transaction Documents, the performance of all of the Company's obligations thereunder, and the authorization, sale, issuance, and delivery of the Series Seed Preferred Stock being sold pursuant to the Agreement has been taken or will be taken prior to or concurrently with the Closing.

(d) Valid Issuance. The shares of Series Seed Preferred Stock to be issued at the Closing have been duly authorized by all necessary corporate action, including by the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. When issued, sold, and delivered in accordance with the terms of the Agreement for the consideration expressed therein, the shares of Series Seed Preferred Stock will be validly issued, fully paid, and non-assessable, and will be free and clear of all liens, charges, encumbrances, security interests, and restrictions of any kind, other than (i) restrictions on transfer under applicable federal and state securities laws, (ii) restrictions on transfer set forth in the Transaction Documents, and (iii) any lien or encumbrance created by or imposed upon the Investors. The shares of Common Stock issuable upon conversion of the Series Seed Preferred Stock have been duly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Certificate of Incorporation, will be validly issued, fully paid, and non-assessable.

(e) intellectual Property. The Company's intellectual property portfolio, as described in Schedule 3.9 to the Agreement, is complete and accurate in all material respects. Such portfolio includes, without limitation, five (5) issued U.S. utility patents and three (3) pending Patent Cooperation Treaty (PCT) international applications, each relating to the Company's proprietary MeridianPulse diagnostic platform technology. The Company is the sole and exclusive owner of, or has valid and enforceable licenses or rights to use, all intellectual property material to the conduct of its business as presently conducted and as proposed to be conducted. To the knowledge of the Company, the Company's conduct of its business does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. There are no pending or, to the knowledge of the Company, threatened claims, actions, suits, or proceedings alleging that the Company has infringed, misappropriated, or otherwise violated any intellectual property right of any third party.

(f) No Conflicts. The execution, delivery, and performance by the Company of the Agreement and each of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) violate, conflict with, or result in any breach or contravention of any provision of the Company's Amended and Restated Certificate of Incorporation (as filed with the Delaware Secretary of State on February 9, 2026) or Amended and Restated Bylaws, each as in effect as of the Closing Date, (ii) conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company under, give rise to a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require any notice, consent, or waiver under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which any of its properties or assets is bound, (iii) result in the creation or imposition of any lien on any property or asset of the Company, or (iv) violate any applicable law, order, judgment, injunction, decree, statute, rule, or regulation of any governmental authority applicable to the Company or any of its properties or assets.

(g) Compliance with Laws. The Company is, and at all times since its date of incorporation has been, in compliance in all material respects with all applicable laws, rules, regulations, ordinances, orders, judgments, decrees, and governmental requirements applicable to the Company or its business, properties, or assets, including, without limitation, all applicable federal, state, and local laws and regulations relating to labor and employment, environmental protection, health and safety, data privacy and security, and the U.S. Food and Drug Administration. The Company has not received any written notice from any governmental authority of any pending or threatened investigation, claim, or proceeding alleging any violation of applicable law.

(h) No Material Adverse Effect. No material adverse effect has occurred with respect to the Company since the date of the Agreement. The undersigned notes that the Agreement and this Certificate are being executed and delivered simultaneously on the Closing Date, and accordingly no intervening period exists between the date of the Agreement and the date of this Certificate during which a material adverse effect could have occurred.

SECTION 2: COVENANTS

The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically confirms the performance and compliance with the following:

(a) Amended and Restated Certificate of Incorporation. The Company has filed its Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on February 9, 2026. The Restated Certificate authorizes the creation and issuance of the Series Seed Preferred Stock with the rights, preferences, privileges, and restrictions as set forth therein, including, without limitation, (i) a one-times (1x) non-participating liquidation preference, (ii) broad-based weighted average anti-dilution protection, (iii) optional conversion into Common Stock at a one-to-one initial conversion ratio (subject to adjustment), (iv) mandatory conversion upon a Qualified IPO (as defined in the Restated Certificate), and (v) protective provisions requiring the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock for certain corporate actions. A file-stamped copy of the Restated Certificate has been delivered to counsel for the Investors.

(b) Amended and Restated Bylaws. The Company has adopted Amended and Restated Bylaws (the "Restated Bylaws") reflecting the new composition of the Company's Board of Directors, which shall consist of five (5) directors: (i) two (2) directors designated by holders of a majority of the Common Stock, (ii) one (1) director designated by the holders of a majority of the Series Seed Preferred Stock (initially David Hargrove, as the designee of Cobalt Ventures Fund III, LP), and (iii) two (2) independent directors mutually agreed upon by the Common Stock directors and the Series Seed Preferred Stock director. A copy of the Restated Bylaws, as adopted by the Board of Directors and approved by the stockholders, has been delivered to counsel for the Investors.

(c) Equity Incentive Plan Increase. The Company has duly authorized and approved an increase of 1,200,000 shares in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (originally adopted on March 1, 2024), bringing the total number of shares authorized and reserved for issuance under the Plan from 400,000 shares to 1,600,000 shares. Such increase was approved by the Board of Directors and the requisite stockholders of the Company in accordance with the terms of the Plan and applicable law.

(d) Execution and Delivery of Transaction Documents. The Company has duly executed and delivered, or caused to be duly executed and delivered, each of the following Transaction Documents, each dated as of February 9, 2026:

(i) the Investors' Rights Agreement, by and among the Company, the Investors, and the Founders (as defined therein);

(ii) the Right of First Refusal and Co-Sale Agreement, by and among the Company, the Investors, and the Founders;

(iii) the Voting Agreement, by and among the Company, the Investors, and the Founders;

(iv) the Side Letter Agreement, by and between the Company and Cobalt Ventures Fund III, LP (the "Cobalt Side Letter"), providing for, among other things, certain information rights, board observer rights, and pro rata participation rights;

(v) the Side Letter Agreement, by and between the Company and Pinewood Health Ventures, LLC (the "Pinewood Side Letter"), providing for, among other things, certain information rights and strategic advisory board participation;

(vi) the Indemnification Agreement, by and between the Company and David Hargrove, in his capacity as a director of the Company;

(vii) the Escrow Agreement, by and among the Company, the Investors, and Granite Trust Company, N.A., as escrow agent (the "Escrow Agent"); and

(viii) such other certificates, instruments, and documents as are required to be delivered by the Company under the Agreement.

(e) Founder Stock Restriction Agreements. The Company has obtained executed Founder Stock Restriction Agreements from each of the following founders:

(i) Dr. Priya Ramaswamy, with respect to 5,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023; and

(ii) Dr. Julian Ochoa, with respect to 3,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023.

Each Founder Stock Restriction Agreement provides that, upon the applicable founder's termination of service with the Company (whether voluntary or involuntary, and whether with or without cause), any unvested shares of Common Stock shall be subject to repurchase by the Company at the original purchase price per share. As of the Closing Date, based on a vesting commencement date of June 15, 2023, each founder has been in continuous service with the Company for approximately twenty (20) months, and accordingly each founder has vested through the one-year cliff and has vested an additional eight (8) months of shares on a monthly basis thereafter.

(f) Proprietary Information and Inventions Assignment Agreements. The Company has obtained duly executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") from each of its key employees, including without limitation Dr. Priya Ramaswamy, Dr. Julian Ochoa, Nadia Chen, and each other employee identified as a "Key Employee" in Schedule 3.19 to the Agreement. Each PIIA contains customary provisions regarding the assignment of inventions, confidentiality obligations, non-solicitation covenants, and work product ownership.

(g) Certificates and Good Standing. The Company has delivered or caused to be delivered the following certificates and documents:

(i) a Secretary's Certificate, executed by the Secretary of the Company, certifying as to the Company's organizational documents, board and stockholder resolutions, and incumbency of officers;

(ii) an Officer's Certificate, executed by the Chief Executive Officer of the Company, certifying as to the satisfaction of certain conditions to Closing;

(iii) this Compliance Certificate;

(iv) a Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware, dated within ten (10) business days of the Closing Date; and

(v) a Certificate of Good Standing (or equivalent) of the Company issued by the Secretary of the Commonwealth of Massachusetts, dated within ten (10) business days of the Closing Date.

(h) Legal Opinion. The Company has caused its legal counsel, Whitfield & Ames LLP, to deliver a legal opinion letter addressed to the Investors, dated as of the Closing Date, covering customary matters including, without limitation, due organization and good standing of the Company, authorization and valid issuance of the Series Seed Preferred Stock, and the enforceability of the Agreement and the Transaction Documents, subject to customary assumptions, qualifications, and limitations.

(i) Board Appointment. The Company has appointed David Hargrove to serve as a member of the Board of Directors of the Company, effective as of the Closing Date, as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP, in accordance with the terms of the Voting Agreement. Mr. Hargrove has been provided with, and has executed, the Company's standard form of director consent and acknowledgment, as well as the Indemnification Agreement referenced in Section 2(d)(vi) above.

SECTION 3: CONDITIONS TO CLOSING

The undersigned hereby certifies that all conditions precedent to the obligations of the Company to consummate the Closing as set forth in Section 5 of the Agreement have been satisfied or, to the extent permitted thereunder, duly waived in writing by the appropriate party, as of the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically confirms the satisfaction of the following conditions:

(a) Corporate Approvals. All requisite corporate approvals have been obtained by the Company, including:

(i) the unanimous written consent of the Board of Directors of the Company (consisting of Dr. Priya Ramaswamy and Dr. Julian Ochoa, as the sole directors of the Company immediately prior to the Closing), authorizing and approving (A) the execution, delivery, and performance by the Company of the Agreement and each of the Transaction Documents, (B) the filing of the Restated Certificate, (C) the adoption of the Restated Bylaws, (D) the issuance and sale of the Series Seed Preferred Stock, (E) the increase of the shares reserved under the Plan, and (F) the appointment of David Hargrove to the Board of Directors; and

(ii) the written consent of the stockholders of the Company holding a sufficient number of shares to approve the transactions contemplated by the Agreement, executed by the following stockholders: Dr. Priya Ramaswamy (5,500,000 shares of Common Stock), Dr. Julian Ochoa (3,500,000 shares of Common Stock), and Nadia Chen (600,000 shares of Common Stock), representing in the aggregate 9,600,000 shares of Common Stock, or approximately 96% of the total outstanding shares of Common Stock, which is in excess of the majority vote required under the Delaware General Corporation Law and the Company's organizational documents for approval of such matters.

(b) Securities Law Exemption. The offering, sale, and issuance of the Series Seed Preferred Stock pursuant to the Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation D, Rule 506(b) promulgated thereunder. All Investors are "accredited investors" as defined in Rule 501(a) of Regulation D. The Company has not engaged in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D) in connection with the offering of the Series Seed Preferred Stock. No underwriter or placement agent has been engaged in connection with the offering.

(c) Absence of Injunction or Restraint. No governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, executive order, decree, preliminary or permanent injunction, temporary restraining order, or other order that is in effect and that has the effect of restraining, enjoining, making illegal, or otherwise prohibiting the consummation of the transactions contemplated by the Agreement or any of the Transaction Documents.

(d) Receipt of Investment Proceeds. The Company has received, or will receive simultaneously with the Closing, aggregate investment proceeds in the amount of Twelve Million Dollars ($12,000,000) from the Investors, which funds have been deposited into the escrow account established and maintained by Granite Trust Company, N.A. pursuant to the Escrow Agreement and will be released to the Company upon the satisfaction of all conditions to Closing and consummation of the Closing.

SECTION 4: CONVERTIBLE NOTE CONVERSION

The undersigned hereby certifies that the outstanding convertible promissory notes (collectively, the "Convertible Notes") issued by the Company pursuant to that certain Convertible Note Purchase Agreement, dated as of September 12, 2023, by and among the Company and the noteholders identified therein, in the aggregate original principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), are being converted into shares of Series Seed Preferred Stock simultaneously with the Closing, in accordance with the terms and conditions of the Convertible Notes and the Convertible Note Purchase Agreement. The Convertible Notes are held by the following noteholders:

(a) Dr. Margaret Liu — original principal amount of One Million Two Hundred Thousand Dollars ($1,200,000); and

(b) Clearwater Bridge Associates, LLC — original principal amount of Nine Hundred Thousand Dollars ($900,000).

The aggregate amount being converted is as follows:

The Convertible Notes provide for conversion at the lower of (i) the per share price paid by the Investors in the Qualified Financing (as defined in the Convertible Notes) multiplied by eighty percent (80%) (i.e., at a twenty percent (20%) discount to the Series Seed Preferred Stock price per share), or (ii) the price per share derived by dividing the valuation cap of Twenty-Five Million Dollars ($25,000,000) by the Company's fully diluted capitalization immediately prior to the Closing (the "Cap Price"). Accordingly:

(a) discount Price: $2.6786 × 0.80 = $2.1429 per share; and

(b) Cap Price: Based on the $25,000,000 valuation cap divided by the Company's pre-money fully diluted capitalization, the Cap Price equals approximately $2.2321 per share.

Because the discount Price of $2.1429 per share is lower than the Cap Price of $2.2321 per share, the effective conversion price applicable to the Convertible Notes is $2.1429 per share. Accordingly, upon conversion of the Convertible Notes, the Company will issue approximately 1,098,362 shares of Series Seed Preferred Stock to the noteholders (subject to rounding in accordance with the terms of the Convertible Notes). Following such conversion, no amounts will remain outstanding under the Convertible Notes, and the Convertible Notes and the Convertible Note Purchase Agreement will terminate and be of no further force or effect.

SECTION 5: NO MATERIAL ADVERSE EFFECT

The undersigned hereby certifies that, since the date of the Company's most recent audited and unaudited financial statements provided to the Investors (including the unaudited balance sheet and income statement of the Company as of and for the period ending December 31, 2025), there has been no event, occurrence, condition, change, effect, or development that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect").

As of the Closing Date, the Company's remaining cash on hand (exclusive of the proceeds to be received at the Closing) is approximately One Million Four Hundred Thousand Dollars ($1,400,000). The Company's average monthly cash expenditure rate (the "Monthly Burn Rate") is approximately One Hundred Eighty-Five Thousand Dollars ($185,000), which is consistent with the burn rate previously disclosed to and discussed with the Investors. The Company currently employs eighteen (18) full-time employees as of the Closing Date, all of whom are based at the Company's principal offices in Cambridge, Massachusetts, and none of whom have tendered a resignation or been notified of a termination as of the date hereof.

The Company is not currently a party to any pending or, to the knowledge of the Company, threatened litigation, arbitration, or administrative proceeding that could reasonably be expected to have a Material Adverse Effect.

SECTION 6: POST-CLOSING REGULATORY MATTERS

The undersigned acknowledges and confirms the Company's obligations with respect to the following post-Closing regulatory matters:

(a) Form D Filing. The Company acknowledges its obligation to file a notice on Form D with the U.S. Securities and Exchange Commission (the "SEC") within fifteen (15) calendar days following the first sale of Series Seed Preferred Stock, in accordance with Rule 503 of Regulation D under the Securities Act. Based on the Closing Date of February 9, 2026, the filing deadline for the Form D is February 24, 2026. The Company shall cooperate with the Investors and their counsel in connection with the preparation and filing of such Form D and shall promptly provide the Investors with evidence of such filing upon completion.

(b) State Blue Sky Notice Filings. The Company acknowledges the requirement to make blue sky and state securities notice filings, as applicable, in the following states in connection with the issuance and sale of the Series Seed Preferred Stock:

(i) California;

(ii) Massachusetts;

(iii) New York; and

(iv) Texas.

The Company shall prepare and file (or cause its counsel to prepare and file) all required state notice filings within the applicable time periods prescribed by the laws and regulations of each such state.

(c) CFIUS and HSR Act. No filing with, or approval from, the Committee on Foreign Investment in the United States ("CFIUS") is required in connection with the transactions contemplated by the Agreement, as no Investor is a "foreign person" within the meaning of Section 721 of the Defense Production Act of 1950, as amended, or the regulations promulgated thereunder. In addition, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is not applicable to the transactions contemplated by the Agreement, as the aggregate value of the Series Seed Preferred Stock being acquired by each Investor falls below the applicable reporting thresholds under the HSR Act.

SECTION 7: LEGAL FEE REIMBURSEMENT

The Company hereby confirms its obligation, pursuant to Section 8.6 of the Agreement, to reimburse Cobalt Ventures Fund III, LP (or its designee) for the reasonable and documented out-of-pocket legal fees and expenses incurred by Cobalt Ventures Fund III, LP in connection with the negotiation, preparation, execution, and delivery of the Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby, subject to a maximum aggregate reimbursement amount of Fifty Thousand Dollars ($50,000) (the "Fee Cap"). Such reimbursement shall be made by the Company at the Closing by wire transfer of immediately available funds or, at the election of Cobalt Ventures Fund III, LP, by offset against the purchase price payable by Cobalt Ventures Fund III, LP for the Series Seed Preferred Stock purchased by it at the Closing, in each case in accordance with the terms and conditions of the Agreement.

CERTIFICATION

The undersigned hereby certifies that the statements made in this Compliance Certificate are true, complete, and correct in all material respects as of the date first written above. The undersigned is delivering this Certificate in her capacity as Chief Executive Officer and President of the Company and not in any individual capacity, and the undersigned shall have no personal liability with respect to the statements made herein.

The undersigned has executed this Compliance Certificate as of the date first written above.

MERIDIAN DIAGNOSTICS, INC.

By: ________

Name: Dr. Priya Ramaswamy

Title: Chief Executive Officer & President

Date: February 9, 2026

Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142

Component	Amount
Aggregate Original Principal Amount	$2,100,000.00
Accrued Simple Interest (5.0% per annum, September 12, 2023 through February 9, 2026)	$253,750.00
Total Conversion Amount	$2,353,750.00

COMPLIANCE CERTIFICATE OF MERIDIAN DIAGNOSTICS, INC.
Delivered Pursuant to Section 5.3(d) of the Series Seed Preferred Stock Purchase Agreement
February 9, 2026
Reference is hereby made to that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Agreement"), by and among Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investors" and each individually, an "Investor"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
RECITALS
The undersigned, Dr. Priya Ramaswamy, is an authorized officer of Meridian Diagnostics, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"). The Company's principal executive office is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. The Company's file number with the Delaware Secretary of State is 7294531, and the Company's federal employer identification number (EIN) is 93-4127856.
This Compliance Certificate (this "Certificate") is being delivered by the undersigned, in her capacity as Chief Executive Officer and President of the Company, pursuant to the conditions to the closing (the "Closing") set forth in Section 5.3(d) of the Agreement in connection with the Closing of the sale and issuance by the Company of 4,479,981 shares of Series Seed Preferred Stock, par value $0.0001 per share (the "Series Seed Preferred Stock"), of the Company to the Investors at a purchase price of $2.6786 per share, for aggregate gross proceeds to the Company of Twelve Million Dollars ($12,000,000). The Closing is occurring simultaneously with the execution and delivery of the Agreement on February 9, 2026 (a "simultaneous sign-and-close").
The undersigned hereby certifies as follows:
SECTION 1: REPRESENTATIONS AND WARRANTIES
The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, that each of the representations and warranties of the Company contained in Section 3 of the Agreement and in the schedules and exhibits thereto is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned specifically confirms the truth and correctness in all material respects of the following categories of representations and warranties:
(a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts, which is the only jurisdiction in which the nature of the business conducted by the Company or the character of the properties owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.
(b) Capitalization. Immediately prior to the Closing, but after giving effect to the increase in the number of shares reserved for issuance under the Company's 2024 Equity Incentive Plan (the "Plan") by 1,200,000 shares (bringing the total number of shares authorized and reserved for issuance under the Plan to 1,600,000 shares), the authorized capital stock of the Company is as set forth in the Agreement and the Company's capitalization is accurately reflected in the capitalization table delivered to the Investors. As of immediately prior to the Closing, the Company has 10,000,000 shares of Common Stock, par value $0.0001 per share, issued and outstanding, held as follows:
(i) Dr. Priya Ramaswamy — 5,500,000 shares of Common Stock;
(ii) Dr. Julian Ochoa — 3,500,000 shares of Common Stock;
(iii) Nadia Chen — 600,000 shares of Common Stock; and
(iv) 400,000 shares of Common Stock remaining allocated to the option pool under the Plan, of which 175,000 shares are subject to outstanding option grants to employees of the Company and 225,000 shares remain available for future issuance.
All issued and outstanding shares of Common Stock have been duly authorized, validly issued, fully paid, and non-assessable, and were issued in compliance with all applicable federal and state securities laws. There are no outstanding warrants, options, or other rights to purchase or acquire any shares of the Company's capital stock, except as set forth in the Agreement and the Plan.
(c) Authorization. The Company has all requisite corporate power and authority to execute and deliver the Agreement and each of the ancillary transaction documents contemplated thereby (including, without limitation, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, the Cobalt Side Letter, the Pinewood Side Letter, the Indemnification Agreement, the Escrow Agreement, and the Founder Stock Restriction Agreements, collectively the "Transaction Documents"), and to perform its obligations thereunder and to consummate the transactions contemplated thereby. All corporate action on the part of the Company, its directors, officers, and stockholders necessary for the authorization, execution, and delivery of the Agreement and the Transaction Documents, the performance of all of the Company's obligations thereunder, and the authorization, sale, issuance, and delivery of the Series Seed Preferred Stock being sold pursuant to the Agreement has been taken or will be taken prior to or concurrently with the Closing.
(d) Valid Issuance. The shares of Series Seed Preferred Stock to be issued at the Closing have been duly authorized by all necessary corporate action, including by the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. When issued, sold, and delivered in accordance with the terms of the Agreement for the consideration expressed therein, the shares of Series Seed Preferred Stock will be validly issued, fully paid, and non-assessable, and will be free and clear of all liens, charges, encumbrances, security interests, and restrictions of any kind, other than (i) restrictions on transfer under applicable federal and state securities laws, (ii) restrictions on transfer set forth in the Transaction Documents, and (iii) any lien or encumbrance created by or imposed upon the Investors. The shares of Common Stock issuable upon conversion of the Series Seed Preferred Stock have been duly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Certificate of Incorporation, will be validly issued, fully paid, and non-assessable.
(e) intellectual Property. The Company's intellectual property portfolio, as described in Schedule 3.9 to the Agreement, is complete and accurate in all material respects. Such portfolio includes, without limitation, five (5) issued U.S. utility patents and three (3) pending Patent Cooperation Treaty (PCT) international applications, each relating to the Company's proprietary MeridianPulse diagnostic platform technology. The Company is the sole and exclusive owner of, or has valid and enforceable licenses or rights to use, all intellectual property material to the conduct of its business as presently conducted and as proposed to be conducted. To the knowledge of the Company, the Company's conduct of its business does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. There are no pending or, to the knowledge of the Company, threatened claims, actions, suits, or proceedings alleging that the Company has infringed, misappropriated, or otherwise violated any intellectual property right of any third party.
(f) No Conflicts. The execution, delivery, and performance by the Company of the Agreement and each of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) violate, conflict with, or result in any breach or contravention of any provision of the Company's Amended and Restated Certificate of Incorporation (as filed with the Delaware Secretary of State on February 9, 2026) or Amended and Restated Bylaws, each as in effect as of the Closing Date, (ii) conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company under, give rise to a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require any notice, consent, or waiver under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which any of its properties or assets is bound, (iii) result in the creation or imposition of any lien on any property or asset of the Company, or (iv) violate any applicable law, order, judgment, injunction, decree, statute, rule, or regulation of any governmental authority applicable to the Company or any of its properties or assets.
(g) Compliance with Laws. The Company is, and at all times since its date of incorporation has been, in compliance in all material respects with all applicable laws, rules, regulations, ordinances, orders, judgments, decrees, and governmental requirements applicable to the Company or its business, properties, or assets, including, without limitation, all applicable federal, state, and local laws and regulations relating to labor and employment, environmental protection, health and safety, data privacy and security, and the U.S. Food and Drug Administration. The Company has not received any written notice from any governmental authority of any pending or threatened investigation, claim, or proceeding alleging any violation of applicable law.
(h) No Material Adverse Effect. No material adverse effect has occurred with respect to the Company since the date of the Agreement. The undersigned notes that the Agreement and this Certificate are being executed and delivered simultaneously on the Closing Date, and accordingly no intervening period exists between the date of the Agreement and the date of this Certificate during which a material adverse effect could have occurred.
SECTION 2: COVENANTS
The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically confirms the performance and compliance with the following:
(a) Amended and Restated Certificate of Incorporation. The Company has filed its Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on February 9, 2026. The Restated Certificate authorizes the creation and issuance of the Series Seed Preferred Stock with the rights, preferences, privileges, and restrictions as set forth therein, including, without limitation, (i) a one-times (1x) non-participating liquidation preference, (ii) broad-based weighted average anti-dilution protection, (iii) optional conversion into Common Stock at a one-to-one initial conversion ratio (subject to adjustment), (iv) mandatory conversion upon a Qualified IPO (as defined in the Restated Certificate), and (v) protective provisions requiring the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock for certain corporate actions. A file-stamped copy of the Restated Certificate has been delivered to counsel for the Investors.
(b) Amended and Restated Bylaws. The Company has adopted Amended and Restated Bylaws (the "Restated Bylaws") reflecting the new composition of the Company's Board of Directors, which shall consist of five (5) directors: (i) two (2) directors designated by holders of a majority of the Common Stock, (ii) one (1) director designated by the holders of a majority of the Series Seed Preferred Stock (initially David Hargrove, as the designee of Cobalt Ventures Fund III, LP), and (iii) two (2) independent directors mutually agreed upon by the Common Stock directors and the Series Seed Preferred Stock director. A copy of the Restated Bylaws, as adopted by the Board of Directors and approved by the stockholders, has been delivered to counsel for the Investors.
(c) Equity Incentive Plan Increase. The Company has duly authorized and approved an increase of 1,200,000 shares in the number of shares of Common Stock reserved for issuance under the Company's 2024 Equity Incentive Plan (originally adopted on March 1, 2024), bringing the total number of shares authorized and reserved for issuance under the Plan from 400,000 shares to 1,600,000 shares. Such increase was approved by the Board of Directors and the requisite stockholders of the Company in accordance with the terms of the Plan and applicable law.
(d) Execution and Delivery of Transaction Documents. The Company has duly executed and delivered, or caused to be duly executed and delivered, each of the following Transaction Documents, each dated as of February 9, 2026:
(i) the Investors' Rights Agreement, by and among the Company, the Investors, and the Founders (as defined therein);
(ii) the Right of First Refusal and Co-Sale Agreement, by and among the Company, the Investors, and the Founders;
(iii) the Voting Agreement, by and among the Company, the Investors, and the Founders;
(iv) the Side Letter Agreement, by and between the Company and Cobalt Ventures Fund III, LP (the "Cobalt Side Letter"), providing for, among other things, certain information rights, board observer rights, and pro rata participation rights;
(v) the Side Letter Agreement, by and between the Company and Pinewood Health Ventures, LLC (the "Pinewood Side Letter"), providing for, among other things, certain information rights and strategic advisory board participation;
(vi) the Indemnification Agreement, by and between the Company and David Hargrove, in his capacity as a director of the Company;
(vii) the Escrow Agreement, by and among the Company, the Investors, and Granite Trust Company, N.A., as escrow agent (the "Escrow Agent"); and
(viii) such other certificates, instruments, and documents as are required to be delivered by the Company under the Agreement.
(e) Founder Stock Restriction Agreements. The Company has obtained executed Founder Stock Restriction Agreements from each of the following founders:
(i) Dr. Priya Ramaswamy, with respect to 5,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023; and
(ii) Dr. Julian Ochoa, with respect to 3,500,000 shares of Common Stock, providing for four-year reverse vesting with a one-year cliff, with a vesting commencement date of June 15, 2023.
Each Founder Stock Restriction Agreement provides that, upon the applicable founder's termination of service with the Company (whether voluntary or involuntary, and whether with or without cause), any unvested shares of Common Stock shall be subject to repurchase by the Company at the original purchase price per share. As of the Closing Date, based on a vesting commencement date of June 15, 2023, each founder has been in continuous service with the Company for approximately twenty (20) months, and accordingly each founder has vested through the one-year cliff and has vested an additional eight (8) months of shares on a monthly basis thereafter.
(f) Proprietary Information and Inventions Assignment Agreements. The Company has obtained duly executed Proprietary Information and Inventions Assignment Agreements ("PIIAs") from each of its key employees, including without limitation Dr. Priya Ramaswamy, Dr. Julian Ochoa, Nadia Chen, and each other employee identified as a "Key Employee" in Schedule 3.19 to the Agreement. Each PIIA contains customary provisions regarding the assignment of inventions, confidentiality obligations, non-solicitation covenants, and work product ownership.
(g) Certificates and Good Standing. The Company has delivered or caused to be delivered the following certificates and documents:
(i) a Secretary's Certificate, executed by the Secretary of the Company, certifying as to the Company's organizational documents, board and stockholder resolutions, and incumbency of officers;
(ii) an Officer's Certificate, executed by the Chief Executive Officer of the Company, certifying as to the satisfaction of certain conditions to Closing;
(iii) this Compliance Certificate;
(iv) a Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware, dated within ten (10) business days of the Closing Date; and
(v) a Certificate of Good Standing (or equivalent) of the Company issued by the Secretary of the Commonwealth of Massachusetts, dated within ten (10) business days of the Closing Date.
(h) Legal Opinion. The Company has caused its legal counsel, Whitfield & Ames LLP, to deliver a legal opinion letter addressed to the Investors, dated as of the Closing Date, covering customary matters including, without limitation, due organization and good standing of the Company, authorization and valid issuance of the Series Seed Preferred Stock, and the enforceability of the Agreement and the Transaction Documents, subject to customary assumptions, qualifications, and limitations.
(i) Board Appointment. The Company has appointed David Hargrove to serve as a member of the Board of Directors of the Company, effective as of the Closing Date, as the Series Seed Preferred Stock director designee of Cobalt Ventures Fund III, LP, in accordance with the terms of the Voting Agreement. Mr. Hargrove has been provided with, and has executed, the Company's standard form of director consent and acknowledgment, as well as the Indemnification Agreement referenced in Section 2(d)(vi) above.
SECTION 3: CONDITIONS TO CLOSING
The undersigned hereby certifies that all conditions precedent to the obligations of the Company to consummate the Closing as set forth in Section 5 of the Agreement have been satisfied or, to the extent permitted thereunder, duly waived in writing by the appropriate party, as of the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically confirms the satisfaction of the following conditions:
(a) Corporate Approvals. All requisite corporate approvals have been obtained by the Company, including:
(i) the unanimous written consent of the Board of Directors of the Company (consisting of Dr. Priya Ramaswamy and Dr. Julian Ochoa, as the sole directors of the Company immediately prior to the Closing), authorizing and approving (A) the execution, delivery, and performance by the Company of the Agreement and each of the Transaction Documents, (B) the filing of the Restated Certificate, (C) the adoption of the Restated Bylaws, (D) the issuance and sale of the Series Seed Preferred Stock, (E) the increase of the shares reserved under the Plan, and (F) the appointment of David Hargrove to the Board of Directors; and
(ii) the written consent of the stockholders of the Company holding a sufficient number of shares to approve the transactions contemplated by the Agreement, executed by the following stockholders: Dr. Priya Ramaswamy (5,500,000 shares of Common Stock), Dr. Julian Ochoa (3,500,000 shares of Common Stock), and Nadia Chen (600,000 shares of Common Stock), representing in the aggregate 9,600,000 shares of Common Stock, or approximately 96% of the total outstanding shares of Common Stock, which is in excess of the majority vote required under the Delaware General Corporation Law and the Company's organizational documents for approval of such matters.
(b) Securities Law Exemption. The offering, sale, and issuance of the Series Seed Preferred Stock pursuant to the Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation D, Rule 506(b) promulgated thereunder. All Investors are "accredited investors" as defined in Rule 501(a) of Regulation D. The Company has not engaged in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D) in connection with the offering of the Series Seed Preferred Stock. No underwriter or placement agent has been engaged in connection with the offering.
(c) Absence of Injunction or Restraint. No governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, executive order, decree, preliminary or permanent injunction, temporary restraining order, or other order that is in effect and that has the effect of restraining, enjoining, making illegal, or otherwise prohibiting the consummation of the transactions contemplated by the Agreement or any of the Transaction Documents.
(d) Receipt of Investment Proceeds. The Company has received, or will receive simultaneously with the Closing, aggregate investment proceeds in the amount of Twelve Million Dollars ($12,000,000) from the Investors, which funds have been deposited into the escrow account established and maintained by Granite Trust Company, N.A. pursuant to the Escrow Agreement and will be released to the Company upon the satisfaction of all conditions to Closing and consummation of the Closing.
SECTION 4: CONVERTIBLE NOTE CONVERSION
The undersigned hereby certifies that the outstanding convertible promissory notes (collectively, the "Convertible Notes") issued by the Company pursuant to that certain Convertible Note Purchase Agreement, dated as of September 12, 2023, by and among the Company and the noteholders identified therein, in the aggregate original principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), are being converted into shares of Series Seed Preferred Stock simultaneously with the Closing, in accordance with the terms and conditions of the Convertible Notes and the Convertible Note Purchase Agreement. The Convertible Notes are held by the following noteholders:
(a) Dr. Margaret Liu — original principal amount of One Million Two Hundred Thousand Dollars ($1,200,000); and
(b) Clearwater Bridge Associates, LLC — original principal amount of Nine Hundred Thousand Dollars ($900,000).
The aggregate amount being converted is as follows:
The Convertible Notes provide for conversion at the lower of (i) the per share price paid by the Investors in the Qualified Financing (as defined in the Convertible Notes) multiplied by eighty percent (80%) (i.e., at a twenty percent (20%) discount to the Series Seed Preferred Stock price per share), or (ii) the price per share derived by dividing the valuation cap of Twenty-Five Million Dollars ($25,000,000) by the Company's fully diluted capitalization immediately prior to the Closing (the "Cap Price"). Accordingly:
(a) discount Price: $2.6786 × 0.80 = $2.1429 per share; and
(b) Cap Price: Based on the $25,000,000 valuation cap divided by the Company's pre-money fully diluted capitalization, the Cap Price equals approximately $2.2321 per share.
Because the discount Price of $2.1429 per share is lower than the Cap Price of $2.2321 per share, the effective conversion price applicable to the Convertible Notes is $2.1429 per share. Accordingly, upon conversion of the Convertible Notes, the Company will issue approximately 1,098,362 shares of Series Seed Preferred Stock to the noteholders (subject to rounding in accordance with the terms of the Convertible Notes). Following such conversion, no amounts will remain outstanding under the Convertible Notes, and the Convertible Notes and the Convertible Note Purchase Agreement will terminate and be of no further force or effect.
SECTION 5: NO MATERIAL ADVERSE EFFECT
The undersigned hereby certifies that, since the date of the Company's most recent audited and unaudited financial statements provided to the Investors (including the unaudited balance sheet and income statement of the Company as of and for the period ending December 31, 2025), there has been no event, occurrence, condition, change, effect, or development that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect").
As of the Closing Date, the Company's remaining cash on hand (exclusive of the proceeds to be received at the Closing) is approximately One Million Four Hundred Thousand Dollars ($1,400,000). The Company's average monthly cash expenditure rate (the "Monthly Burn Rate") is approximately One Hundred Eighty-Five Thousand Dollars ($185,000), which is consistent with the burn rate previously disclosed to and discussed with the Investors. The Company currently employs eighteen (18) full-time employees as of the Closing Date, all of whom are based at the Company's principal offices in Cambridge, Massachusetts, and none of whom have tendered a resignation or been notified of a termination as of the date hereof.
The Company is not currently a party to any pending or, to the knowledge of the Company, threatened litigation, arbitration, or administrative proceeding that could reasonably be expected to have a Material Adverse Effect.
SECTION 6: POST-CLOSING REGULATORY MATTERS
The undersigned acknowledges and confirms the Company's obligations with respect to the following post-Closing regulatory matters:
(a) Form D Filing. The Company acknowledges its obligation to file a notice on Form D with the U.S. Securities and Exchange Commission (the "SEC") within fifteen (15) calendar days following the first sale of Series Seed Preferred Stock, in accordance with Rule 503 of Regulation D under the Securities Act. Based on the Closing Date of February 9, 2026, the filing deadline for the Form D is February 24, 2026. The Company shall cooperate with the Investors and their counsel in connection with the preparation and filing of such Form D and shall promptly provide the Investors with evidence of such filing upon completion.
(b) State Blue Sky Notice Filings. The Company acknowledges the requirement to make blue sky and state securities notice filings, as applicable, in the following states in connection with the issuance and sale of the Series Seed Preferred Stock:
(i) California;
(ii) Massachusetts;
(iii) New York; and
(iv) Texas.
The Company shall prepare and file (or cause its counsel to prepare and file) all required state notice filings within the applicable time periods prescribed by the laws and regulations of each such state.
(c) CFIUS and HSR Act. No filing with, or approval from, the Committee on Foreign Investment in the United States ("CFIUS") is required in connection with the transactions contemplated by the Agreement, as no Investor is a "foreign person" within the meaning of Section 721 of the Defense Production Act of 1950, as amended, or the regulations promulgated thereunder. In addition, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is not applicable to the transactions contemplated by the Agreement, as the aggregate value of the Series Seed Preferred Stock being acquired by each Investor falls below the applicable reporting thresholds under the HSR Act.
SECTION 7: LEGAL FEE REIMBURSEMENT
The Company hereby confirms its obligation, pursuant to Section 8.6 of the Agreement, to reimburse Cobalt Ventures Fund III, LP (or its designee) for the reasonable and documented out-of-pocket legal fees and expenses incurred by Cobalt Ventures Fund III, LP in connection with the negotiation, preparation, execution, and delivery of the Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby, subject to a maximum aggregate reimbursement amount of Fifty Thousand Dollars ($50,000) (the "Fee Cap"). Such reimbursement shall be made by the Company at the Closing by wire transfer of immediately available funds or, at the election of Cobalt Ventures Fund III, LP, by offset against the purchase price payable by Cobalt Ventures Fund III, LP for the Series Seed Preferred Stock purchased by it at the Closing, in each case in accordance with the terms and conditions of the Agreement.
CERTIFICATION
The undersigned hereby certifies that the statements made in this Compliance Certificate are true, complete, and correct in all material respects as of the date first written above. The undersigned is delivering this Certificate in her capacity as Chief Executive Officer and President of the Company and not in any individual capacity, and the undersigned shall have no personal liability with respect to the statements made herein.
The undersigned has executed this Compliance Certificate as of the date first written above.
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Date: February 9, 2026
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142
Component | Amount
Aggregate Original Principal Amount | $2,100,000.00
Accrued Simple Interest (5.0% per annum, September 12, 2023 through February 9, 2026) | $253,750.00
Total Conversion Amount | $2,353,750.00