FR EA
1004-00001 · Client 1004 · Transaction Documents
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SCHEDULE OF INVESTORS

Exhibit A

to the

Series Seed Preferred Stock Purchase Agreement

dated as of February 9, 2026

by and among

Meridian Diagnostics, Inc.

a Delaware corporation (the "Company")

and

the Investors listed herein

This Schedule of Investors (this "Schedule") is attached to and forms an integral part of the 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 identified herein (each, an "Investor" and collectively, the "Investors"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Price Per Share: $2.6786 per share of Series Seed Preferred Stock

Aggregate Round Size: $12,000,000

Total Shares of Series Seed Preferred Stock to be Issued (New Money): 4,479,981 shares

PART I — INVESTOR INFORMATION

The following sets forth certain information with respect to each Investor, including such Investor's legal name, entity type, jurisdiction of organization, employer identification number, investment amount, number of shares of Series Seed Preferred Stock to be purchased, percentage of the aggregate round, Major Investor status (as defined in the Agreement), notice address, and, where applicable, registered agent address and legal counsel contact information.

Investor 1: Cobalt Ventures Fund III, LP

Full Legal Name: Cobalt Ventures Fund III, LP

Entity Type: Limited Partnership

Jurisdiction of Organization: State of Delaware

Employer Identification Number (EIN): 85-2093147

Investment Amount: $7,200,000

Number of Shares of Series Seed Preferred Stock: 2,687,989

Percentage of Round: 60.0%

Major Investor Status: Yes. Cobalt Ventures Fund III, LP is a "Major Investor" as defined in the Agreement, by virtue of holding not fewer than 1,000,000 shares of Series Seed Preferred Stock (or the Common Stock issued upon conversion thereof), and is accordingly entitled to all rights, benefits, and obligations applicable to Major Investors under the Agreement and the ancillary Transaction Agreements, including without limitation information rights under the Investors' Rights Agreement, pro rata participation rights, and board observation rights.

Notice Address:

c/o Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025

Attention: Morgan Tsai, VP of Legal Affairs

Registered Agent Address:

c/o Cascade Systems 1209 Orange Street Wilmington, DE 19801

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025

Attention: Kevin Ostrowski

Investor 2: Pinewood Health Ventures, LLC

Full Legal Name: Pinewood Health Ventures, LLC

Entity Type: Limited Liability Company

Jurisdiction of Organization: State of Delaware

Employer Identification Number (EIN): 88-3451209

Investment Amount: $2,400,000

Number of Shares of Series Seed Preferred Stock: 895,996

Percentage of Round: 20.0%

Major Investor Status: No. Pinewood Health Ventures, LLC holds fewer than 1,000,000 shares of Series Seed Preferred Stock and therefore does not qualify as a "Major Investor" as defined in the Agreement.

Notice Address:

450 Park Avenue, 18th Floor New York, NY 10022

Attention: Sandra Kessler, Managing Member

Investor 3: Thornfield Capital Partners, LP

Full Legal Name: Thornfield Capital Partners, LP

Entity Type: Limited Partnership

Jurisdiction of Organization: State of Delaware

Employer Identification Number (EIN): 87-6294013

Investment Amount: $1,800,000

Number of Shares of Series Seed Preferred Stock: 671,997

Percentage of Round: 15.0%

Major Investor Status: No. Thornfield Capital Partners, LP holds fewer than 1,000,000 shares of Series Seed Preferred Stock and therefore does not qualify as a "Major Investor" as defined in the Agreement.

Notice Address:

555 Montgomery Street, Suite 1200 San Francisco, CA 94111

Attention: Brian Lund, Partner

Investor 4: Atlas Point Angel Syndicate, LLC

Full Legal Name: Atlas Point Angel Syndicate, LLC

Entity Type: Limited Liability Company

Jurisdiction of Organization: State of Delaware

Employer Identification Number (EIN): 92-1578430

Investment Amount: $600,000

Number of Shares of Series Seed Preferred Stock: 223,999

Percentage of Round: 5.0%

Major Investor Status: No. Atlas Point Angel Syndicate, LLC holds fewer than 1,000,000 shares of Series Seed Preferred Stock and therefore does not qualify as a "Major Investor" as defined in the Agreement.

Notice Address:

1100 Congress Avenue, Suite 750 Austin, TX 78701

Attention: Victor Dominguez, Syndicate Manager

PART II — SUMMARY OF INVESTMENT AMOUNTS AND SHARE ALLOCATIONS

The following table sets forth a summary of each Investor's investment amount, the corresponding number of shares of Series Seed Preferred Stock to be issued and sold to such Investor at the Closing (as defined in the Agreement), and such Investor's pro rata percentage of the aggregate round.

Price Per Share: $2.6786 per share of Series Seed Preferred Stock.

Confirmation of Share Calculation: The aggregate Investment Amount of $12,000,000 divided by the Price Per Share of $2.6786 equals 4,479,981 shares of Series Seed Preferred Stock (rounded to the nearest whole share). The number of shares allocated to each Investor has been calculated on the same basis, with any fractional share resulting from such calculation rounded down to the nearest whole share and the balance allocated to Cobalt Ventures Fund III, LP as the lead investor.

PART III — WIRE TRANSFER INSTRUCTIONS

Each Investor shall deliver its respective Investment Amount set forth in Part II above to the escrow account maintained by Granite Trust Company, N.A. (the "Escrow Agent") as set forth in that certain Escrow Agreement dated as of February 9, 2026, by and among the Company, Cobalt Ventures Fund III, LP (acting on behalf of all Investors), and the Escrow Agent (the "Escrow Agreement"), by wire transfer of immediately available funds in United States dollars in accordance with the following instructions. Each Investor is solely responsible for confirming the accuracy of all wire transfer details with its banking institution prior to initiating any transfer.

Escrow Account Wire Instructions (Inbound — All Investors)

All Investors shall wire their respective Investment Amounts to the following escrow account:

Bank Name: Granite Trust Company, N.A.

Bank Address: 1600 Market Street, 12th Floor, Philadelphia, PA 19103

ABA Routing Number: [To be inserted prior to Closing]

Account Name: Granite Trust Company, N.A. — Escrow Account FBO Meridian Diagnostics, Inc. Series Seed Financing

Account Number: [To be inserted prior to Closing]

Reference Line: Meridian Diagnostics, Inc. — Series Seed Preferred Stock Purchase Agreement — [Insert Investor Name]

Attention: Denise Fairbanks, Relationship Manager

Each Investor shall include its full legal name in the reference line of its wire transfer to facilitate proper identification and allocation of funds by the Escrow Agent. The Escrow Agent and the Company shall have no liability for any delay or misallocation of funds resulting from an Investor's failure to include appropriate reference information in its wire transfer.

Individual Investor Wire Amounts to Escrow

The following table sets forth the amount to be wired by each Investor to the escrow account described above:

Release of Escrow Funds

Upon satisfaction (or written waiver by the applicable party) of all conditions to the Closing set forth in Section 5 of the Agreement, the Escrow Agent shall release the aggregate escrowed funds of $12,000,000 to the Company's designated operating account in accordance with the Closing Funds Flow Memorandum delivered by the Company to the Escrow Agent and the Investors, and in accordance with the terms and conditions of the Escrow Agreement. In the event that the Closing does not occur on or before the Outside Date (as defined in the Agreement), the Escrow Agent shall return to each Investor the amount deposited by such Investor (without interest, except to the extent otherwise provided in the Escrow Agreement), in accordance with the terms of the Escrow Agreement.

PART IV — ACCREDITED INVESTOR CONFIRMATION

Each Investor listed on this Schedule of Investors has represented and warranted to the Company, in Section 3.3 of the Agreement, that such Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Each Investor has further represented that such Investor has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Series Seed Preferred Stock, and that such Investor has the ability to bear the economic risk of such investment, including a complete loss of such investment.

The Company is offering and selling the Series Seed Preferred Stock in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The representations made by each Investor regarding its accredited investor status are material to and relied upon by the Company in connection with such exemption.

PART V — INVESTOR NOTICES AND CONTACT INFORMATION (SUMMARY)

The following table summarizes the notice address and contact person for each Investor for purposes of Section 7.3 (Notices) of the Agreement. All notices, requests, consents, claims, demands, waivers, and other communications to an Investor under the Agreement or any Transaction Agreement shall be delivered to the address and attention line set forth below, unless such Investor has provided updated notice information in writing to the Company and each other party to the Agreement in accordance with Section 7.3 thereof.

For purposes of notice delivery to Cobalt Ventures Fund III, LP, a copy of any notice (which copy shall not constitute notice) shall also be sent to:

Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025

Attention: Kevin Ostrowski

Note Regarding Convertible Note Conversion Shares. Separate from and in addition to the shares of Series Seed Preferred Stock listed on this Schedule, the Company will issue approximately 1,098,362 shares of Series Seed Preferred Stock upon conversion of $2,100,000 aggregate principal amount of convertible promissory notes (plus accrued and unpaid interest thereon) issued by the Company on September 12, 2023 to (i) Dr. Margaret Liu and (ii) Clearwater Bridge Associates, LLC, as more fully described in Section 1.3 of the Agreement. Such convertible promissory notes will convert automatically into shares of Series Seed Preferred Stock at a conversion price determined in accordance with their respective terms upon the closing of the financing contemplated by the Agreement. Dr. Margaret Liu and Clearwater Bridge Associates, LLC are not listed as Investors on this Schedule but will become holders of Series Seed Preferred Stock upon such conversion at the Closing. The rights, preferences, and privileges of the shares of Series Seed Preferred Stock issued upon such conversion will be identical in all respects to those of the shares of Series Seed Preferred Stock issued to the Investors listed herein, except as otherwise set forth in the Agreement or the Company's Amended and Restated Certificate of Incorporation.

This Schedule of Investors is attached to and forms a part of the Series Seed Preferred Stock Purchase Agreement dated as of February 9, 2026 by and among Meridian Diagnostics, Inc. and the Investors listed herein. This Schedule may be amended or supplemented only in accordance with the terms of the Agreement.

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InvestorInvestment AmountShares of Series Seed Preferred Stock% of Round
Cobalt Ventures Fund III, LP$7,200,0002,687,98960.0%
Pinewood Health Ventures, LLC$2,400,000895,99620.0%
Thornfield Capital Partners, LP$1,800,000671,99715.0%
Atlas Point Angel Syndicate, LLC$600,000223,9995.0%
TOTAL$12,000,0004,479,981100.0%
InvestorWire Amount
Cobalt Ventures Fund III, LP$7,200,000
Pinewood Health Ventures, LLC$2,400,000
Thornfield Capital Partners, LP$1,800,000
Atlas Point Angel Syndicate, LLC$600,000
Total$12,000,000
InvestorNotice AddressAttention
Cobalt Ventures Fund III, LP2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025Morgan Tsai, VP of Legal Affairs
Pinewood Health Ventures, LLC450 Park Avenue, 18th Floor, New York, NY 10022Sandra Kessler, Managing Member
Thornfield Capital Partners, LP555 Montgomery Street, Suite 1200, San Francisco, CA 94111Brian Lund, Partner
Atlas Point Angel Syndicate, LLC1100 Congress Avenue, Suite 750, Austin, TX 78701Victor Dominguez, Syndicate Manager