Dear Denise,
I hope this message finds you well. My name is Leila Nazari, and I am an associate at Calderwood & Harkness LLP. We serve as outside counsel to Cobalt Ventures Fund III, LP in connection with the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. (C&H Matter No. 1004-00001).
I am writing to transmit the fully executed Escrow Agreement dated February 9, 2026 (effective as of the closing date), by and among Meridian Diagnostics, Inc. ("Meridian" or the "Company"), Cobalt Ventures Fund III, LP (acting on behalf of all investors) (the "Lead Investor"), and Granite Trust Company, N.A. ("Granite Trust" or the "Escrow Agent"). For your records and processing, please find attached (1) the executed Escrow Agreement and (2) the closing funds flow memorandum, which includes wire instructions for all parties.
**Transaction Overview**
By way of brief background, the transaction involves the sale and issuance of Series Seed Preferred Stock of Meridian Diagnostics, Inc., a Delaware C-corporation, for aggregate consideration of $12,000,000. The parties have scheduled a simultaneous sign-and-close for February 9, 2026. Granite Trust Company, N.A. will serve as escrow agent for the closing funds, receiving investor wires into escrow and releasing funds to Meridian upon satisfaction of all closing conditions as described below.
**Investor Funding into Escrow — Wire Transfer Details**
We respectfully request that Granite Trust establish a segregated escrow account to receive the following investor wires, totaling $12,000,000 in the aggregate:
| Investor
Each investor will wire funds directly to Granite Trust's escrow account. Accordingly, we ask that you provide final confirmed wire instructions — including ABA routing number, account number, and the required reference/memo line format — at your earliest convenience so that we may distribute them to all investors and their respective counsel. The attached closing funds flow memorandum contains additional detail regarding the disbursement side of the closing.
**Escrow Release Conditions**
Pursuant to Section 3 of the Escrow Agreement, funds held in escrow are to be released to Meridian Diagnostics, Inc.'s designated operating account only upon joint written instruction from (a) Cobalt Ventures Fund III, LP (or Calderwood & Harkness LLP on its behalf) and (b) Meridian Diagnostics, Inc. (or its counsel, Whitfield & Ames LLP), confirming satisfaction of all closing conditions under the Series Seed Preferred Stock Purchase Agreement. Those closing conditions include, without limitation:
- Filing and acceptance of the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State; - Delivery of all executed transaction documents, including the Stock Purchase Agreement, Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, applicable side letters, and Founder Stock Restriction Agreements; - Delivery of the Secretary's Certificate, Officer's Certificate, Compliance Certificate, and Good Standing Certificates (Delaware and Massachusetts); and - Delivery of the legal opinion of Whitfield & Ames LLP, counsel to the Company.
Upon receipt of joint release instruction, Granite Trust is to wire the full $12,000,000 to Meridian's operating account per the wire instructions set forth in the attached funds flow memorandum.
Please note that a separate $50,000 legal fee reimbursement is payable from Meridian to Cobalt Ventures Fund III, LP at closing. As detailed in the funds flow memorandum, this amount will be handled as a direct payment between the parties outside of escrow.
**Confirmations Requested**
At your earliest convenience, and in any event no later than the close of business on Saturday, February 7, 2026, we would appreciate your confirmation of the following:
1. Receipt of the executed Escrow Agreement; 2. Establishment of the segregated escrow account; 3. Final wire instructions for investor funding into escrow (for distribution to all parties); 4. Readiness to receive and process investor wires on or before February 9, 2026; and 5. Confirmation that Granite Trust can execute same-day release of funds upon receipt of joint written instruction on the closing date.
Should Granite Trust have any comments or questions regarding the Escrow Agreement or funds flow instructions, we ask that those be communicated by no later than February 7, 2026, to allow sufficient time for resolution in advance of the scheduled closing.
**Contact Information**
The primary contacts at Calderwood & Harkness LLP for this matter are as follows:
- Kevin Ostrowski, Partner (cc'd) — kostrowski@calderwoodharkness.com - Garrett Simmons, Associate (cc'd) — gsimmons@calderwoodharkness.com - Leila Nazari, Associate — lnazari@calderwoodharkness.com
Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025
For your reference, Company counsel is Whitfield & Ames LLP (Catherine Devereaux / Thomas Whitaker), 100 Federal Street, 30th Floor, Boston, MA 02110. Whitfield & Ames will serve as the other authorized signatory for purposes of the joint release instructions described above.
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Thank you, Denise, for Granite Trust's assistance in facilitating the closing. We very much appreciate your attention to the timeline. Please do not hesitate to reach out if you have any questions, and I am happy to schedule a brief call to walk through the funds flow in greater detail should that be helpful.
Best regards,
Leila Nazari Associate Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 T: (650) 493-7100 E: lnazari@calderwoodharkness.com
Attachments: 1. Executed Escrow Agreement (dated February 9, 2026) 2. Closing Funds Flow Memorandum (including wire instructions for all parties)
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