FR EA
1004-00001 · Client 1004 · Closing
good-standing-certificate-de.docx DOCUMENT M&A / Corporate
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CALDERWOOD & HARKNESS LLP 1800 Page Mill Road, Suite 200 Menlo Park, California 94025

INTERNAL COVER SHEET — CLOSING DELIVERABLE

Internal Tracking Information

Notes. Original certificate received via overnight courier from the Delaware Division of Corporations on February 3, 2026. This certificate is to be included in the closing binder for the Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc. The certificate confirms that the Company is in good standing in its state of incorporation (Delaware) as required under Section 5.1(d) of the Series Seed Preferred Stock Purchase Agreement, dated February 9, 2026, by and among Meridian Diagnostics, Inc. and the Investors named therein, as a condition to the obligations of the Investors at closing. This certificate has been reviewed and confirmed as satisfactory by the Lead Associate and the Responsible Partner. No deficiencies or qualifications were noted. The certificate is current as of January 31, 2026, which is within ten (10) business days of the anticipated closing date and is therefore within the customary staleness period acceptable for closing deliverables of this type.

A copy of this certificate has been circulated to Cobalt Ventures LP and its internal counsel for review. The original will be retained in the firm's closing binder and a conformed copy will be uploaded to the matter's electronic document management system.

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF GOOD STANDING

I, Jeffrey W. Bullock, Secretary of State of the State of Delaware, do hereby certify that the records of the Division of Corporations of the Office of the Secretary of State, which are maintained pursuant to the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code, have been searched with respect to the following entity:

MERIDIAN DIAGNOSTICS, INC. File Number: 7294531

and the following facts appear from, and are certified on the basis of, such records:

1. Meridian Diagnostics, Inc. is a corporation duly incorporated under the laws of the State of Delaware, having been organized and its Certificate of Incorporation filed in the Office of the Secretary of State on June 15, 2023.

2. Meridian Diagnostics, Inc. is validly existing and in good standing under the laws of the State of Delaware as of the date of this certificate.

3. All franchise taxes and annual fees required to be paid by Meridian Diagnostics, Inc. to the State of Delaware have been assessed, and all such taxes and fees that are currently due and payable have been paid in full through the tax assessment period ending December 31, 2025. There are no past-due franchise taxes, penalties, interest, or fees owing to the State of Delaware by the above-referenced entity as of the date hereof.

4. The records of this office do not reflect any pending administrative dissolution proceedings, any certificate of dissolution, any certificate of merger effecting the dissolution of the entity, or any revocation of the entity's charter. The entity's status is Active / Good Standing.

Entity Detail Summary

This certificate may be verified through the Delaware Division of Corporations website at https://icis.corp.delaware.gov or by contacting the Office of the Secretary of State, Division of Corporations, at (302) 739-3073, using the authentication and verification number referenced below.

Authentication / Verification Number: SR-20260131-7294531-8843

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal of the Secretary of State of the State of Delaware, at the City of Dover, this 31st day of January, 2026.

SECRETARY OF STATE OF THE STATE OF DELAWARE

By: ________

Name: Jeffrey W. Bullock

Title: Secretary of State

[SEAL] Great Seal of the State of Delaware

Date: January 31, 2026

This certificate has been issued by the Office of the Secretary of State, Division of Corporations, State of Delaware, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. The authenticity of this certificate may be verified online at https://icis.corp.delaware.gov using authentication number SR-20260131-7294531-8843 or by telephone at (302) 739-3073 during normal business hours (Monday through Friday, 8:00 a.m. to 4:30 p.m. Eastern Time, excluding state holidays).

CALDERWOOD & HARKNESS LLP CLOSING BINDER NOTATION

Series Seed Preferred Stock Financing — Meridian Diagnostics, Inc. Matter No. 1004-00001

Binder Tab Reference

Tab Designation: Tab 4(a) — Good Standing Certificate (Delaware — State of Incorporation)

Cross-Reference: This document corresponds to Item 4(a) of the Closing Checklist prepared by Leila Nazari and Garrett Simmons, last revised February 7, 2026, in connection with the Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.

Condition to Closing Satisfied

This Certificate of Good Standing, dated January 31, 2026, issued by the Secretary of State of the State of Delaware with respect to Meridian Diagnostics, Inc. (File Number 7294531), satisfies the condition to closing set forth in Section 5.1(d) of the Series Seed Preferred Stock Purchase Agreement, dated February 9, 2026 (the "Purchase Agreement"), by and among Meridian Diagnostics, Inc. (the "Company") and the Investors listed on the Schedule of Investors attached thereto. Section 5.1(d) of the Purchase Agreement requires delivery by the Company to the Investors, as a condition precedent to the obligations of the Investors to purchase shares of Series Seed Preferred Stock at the closing, of a certificate of good standing (or equivalent certificate of status) from the Secretary of State of the Company's state of incorporation, certifying that the Company is duly incorporated, validly existing, and in good standing under the laws of such state. The State of Delaware is the Company's state of incorporation.

This certificate was dated and issued within ten (10) business days of the closing date and is therefore current and within the customary staleness parameters for certificates of this type as accepted in venture capital financing transactions.

Companion Document Reference

The following companion document is also required as a condition to closing and is filed separately in this closing binder:

Good Standing Certificate — Commonwealth of Massachusetts (Foreign Qualification Jurisdiction)

This companion certificate, to be issued by the Secretary of the Commonwealth of Massachusetts, is required because the Company's principal office and place of business is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142, and the Company is registered to do business in the Commonwealth of Massachusetts as a foreign corporation. This companion certificate is filed under Tab 4(b) of the closing binder.

Entity Information.

Calderwood & Harkness LLP — 1800 Page Mill Road, Suite 200, Menlo Park, CA 94025 — Matter No. 1004-00001 — Cobalt Ventures LP / Meridian Diagnostics, Inc. — Series Seed Preferred Stock Financing — Closing Binder — CONFIDENTIAL

FieldDetail
Matter Number:1004-00001
Client:Cobalt Ventures LP
Matter Description:Series Seed Preferred Stock Financing — Meridian Diagnostics, Inc.
Document Type:Good Standing Certificate (Delaware — State of Incorporation)
Closing Deliverable Reference:Closing Checklist Item — Good Standing Certificate (DE)
FieldDetail
Responsible Partner:Kevin Ostrowski
Billing Partner:Rachel Bernstein
Lead Associate:Garrett Simmons
Working Associate:Leila Nazari
Date Requested / Ordered:January 28, 2026 — Certificate requested from the Delaware Secretary of State, Division of Corporations, in advance of the anticipated February 9, 2026 closing date. Expedited processing requested.
Date of Certificate:January 31, 2026
Closing Date:February 9, 2026
FieldDetail
Entity Name:Meridian Diagnostics, Inc.
Entity Type:Corporation
Entity Kind:General (Stock Corporation)
Residency:Domestic
State of Incorporation:Delaware
File Number:7294531
Date of Incorporation:June 15, 2023
Registered Agent:c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, DE 19901
Status:Good Standing
FieldDetail
Issuer of Securities:Meridian Diagnostics, Inc.
Federal Employer Identification Number (EIN):93-4127856
State of Incorporation:Delaware
Delaware File Number:7294531
Date of Incorporation:June 15, 2023
Principal Office Address:225 Binney Street, Suite 400, Cambridge, MA 02142
Registered Agent (Delaware):c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, DE 19901