CALDERWOOD & HARKNESS LLP
Attorneys at Law
Internal Cover Sheet — Closing Deliverable
Document Title: Good Standing Certificate — Meridian Diagnostics, Inc. (Commonwealth of Massachusetts)
Matter: Cobalt Ventures LP — Series Seed Investment in Meridian Diagnostics, Inc.
Matter Number: 1004-00001
Closing Deliverable Item Reference: Good Standing Certificate (Massachusetts)
Closing Date: February 9, 2026
Prepared / Obtained By: Leila Nazari, Associate, Calderwood & Harkness LLP
Notes:
This document is a Certificate of Legal Existence issued by the Massachusetts Secretary of the Commonwealth, Corporations Division, confirming the foreign corporation qualification and good standing of Meridian Diagnostics, Inc. in the Commonwealth of Massachusetts. The certificate was ordered in connection with the simultaneous sign-and-close of the Series Seed Preferred Stock Purchase Agreement by and among Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), and Cobalt Ventures LP, a Delaware limited partnership (the "Investor"), dated as of February 9, 2026.
Meridian Diagnostics, Inc. is a corporation organized under the laws of the State of Delaware and qualified to transact business in the Commonwealth of Massachusetts as a foreign corporation. The Company's principal office is located at 225 Binney Street, Suite 400, Cambridge, MA 02142. This certificate confirms that, as of the date of issuance, the Company is in good standing and has satisfied all applicable filing, reporting, tax, and fee requirements under the General Laws of the Commonwealth of Massachusetts.
This certificate was obtained to satisfy the closing condition set forth in Section 5.1(c) of the Series Seed Preferred Stock Purchase Agreement, which requires delivery by the Company of certificates of good standing (or their equivalent) from the Secretary of State (or comparable office) of each jurisdiction in which the Company is incorporated or qualified to do business.
Distribution:
The original certificate is to be retained in the official closing binder maintained by Calderwood & Harkness LLP. Copies of this certificate shall be distributed to the following parties:
• Kevin Ostrowski, General Partner, Cobalt Ventures LP
• Morgan Tsai, Vice President, Cobalt Ventures LP
• Whitfield & Ames LLP (Company Counsel) — Attention: Catherine Devereaux, Partner
CERTIFICATE OF LEGAL EXISTENCE
[Official Seal of the Commonwealth of Massachusetts]
THE COMMONWEALTH OF MASSACHUSETTS
Office of the Secretary of the Commonwealth Corporations Division
One Ashburton Place, 17th Floor Boston, Massachusetts 02108
CERTIFICATE OF LEGAL EXISTENCE
(Foreign Corporation — Good Standing)
I, William Francis Galvin, Secretary of the Commonwealth of Massachusetts, do hereby certify the following based upon the records maintained by the Corporations Division of the Office of the Secretary of the Commonwealth:
The entity known as:
MERIDIAN DIAGNOSTICS, INC.
is a foreign corporation, incorporated under the laws of the State of Delaware, that has been duly registered and qualified to transact business in the Commonwealth of Massachusetts as a foreign corporation since August 22, 2023, the date on which its application for registration as a foreign corporation was filed with and approved by this office.
Based upon the records of the Secretary of the Commonwealth, I further certify that Meridian Diagnostics, Inc. is currently in good standing in the Commonwealth of Massachusetts. The entity has complied with all applicable filing requirements imposed by the General Laws of the Commonwealth of Massachusetts, including, without limitation, the timely filing of all required annual reports with the Corporations Division and the payment of all fees, assessments, and taxes due to the Commonwealth as required by law.
I further certify that, as of the date set forth below, Meridian Diagnostics, Inc. has legal existence in the Commonwealth of Massachusetts as a duly qualified foreign corporation and is authorized to transact business in the Commonwealth.
This certificate has been issued upon request and is based solely upon the records of the Corporations Division of the Office of the Secretary of the Commonwealth of Massachusetts as they existed on the date hereof. This certificate relates only to the status of the above-named entity under the laws of the Commonwealth of Massachusetts and should not be construed as a certification regarding the entity's status in any other jurisdiction.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of the Commonwealth of Massachusetts on this 5th day of February, 2026.
________________________________________
William Francis Galvin Secretary of the Commonwealth of Massachusetts
By:
________________________________________
Patricia M. Harrington Deputy Secretary, Corporations Division Office of the Secretary of the Commonwealth
[Great Seal of the Commonwealth of Massachusetts Affixed]
Certificate Identification / Confirmation Number: MA-CERT-2026-0205-4738291
This certificate may be verified online through the Secretary of the Commonwealth's Corporations Division records portal. To confirm the authenticity of this certificate, please visit:
https://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx
and reference the Certificate Identification Number listed above, or contact the Corporations Division directly at (617) 727-9640.
APPENDIX: ENTITY REFERENCE INFORMATION
Calderwood & Harkness LLP — Internal Firm Notation This page does not form part of the official Certificate of Legal Existence issued by the Massachusetts Secretary of the Commonwealth. This appendix is maintained for internal reference purposes only in connection with Matter No. 1004-00001.
Entity Summary.
Company Counsel.
Closing Condition Cross-Reference
This Certificate of Legal Existence satisfies the closing condition set forth in Section 5.1(c) of the Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among Meridian Diagnostics, Inc. and Cobalt Ventures LP, which requires delivery by the Company at or prior to the closing of a certificate of good standing (or its equivalent) issued by the Secretary of State (or comparable authority) of each jurisdiction in which the Company is incorporated or qualified to do business.
The jurisdictions in which the Company is currently incorporated or qualified to do business, and the corresponding certificates obtained in satisfaction of this closing condition, are as follows:
1. State of Delaware (jurisdiction of incorporation) — Certificate of Good Standing issued by the Delaware Secretary of State, dated February 4, 2026. Filed separately in the closing binder.
2. Commonwealth of Massachusetts (jurisdiction of foreign qualification) — Certificate of Legal Existence issued by the Massachusetts Secretary of the Commonwealth, dated February 5, 2026. This document.
Filing and Retention
This certificate, together with the companion Certificate of Good Standing from the Delaware Secretary of State, has been filed in the official closing binder for Matter No. 1004-00001 and is maintained in the offices of Calderwood & Harkness LLP. Copies have been distributed as indicated on the cover sheet.
Prepared by Leila Nazari, Associate, Calderwood & Harkness LLP. For questions regarding this document or the closing binder, contact L. Nazari at lnazari@calderwoodharkness.com or (617) 555-0134.
| Field | Detail |
| Full Legal Name | Meridian Diagnostics, Inc. |
| State of Incorporation | Delaware |
| Delaware Corp. File No. | 7294531 |
| Employer Identification Number (EIN) | 93-4127856 |
| Principal Office Address | 225 Binney Street, Suite 400, Cambridge, MA 02142 |
| Registered Agent in Delaware | c/o Incorporations Ltd., 3500 South DuPont Highway, Dover, DE 19901 |
| Date of Delaware Incorporation | June 15, 2023 |
| Date of Massachusetts Foreign Qualification | August 22, 2023 |
| Field | Detail |
| Firm | Whitfield & Ames LLP |
| Address | 100 Federal Street, 30th Floor, Boston, MA 02110 |
| Contact | Catherine Devereaux, Partner |