Contract analysis

I. INTRODUCTORY CERTIFICATION AND RECITALS A. Identity and Authority of the Company Secretary I, the undersigned, Fiona Drennan, hereby certify that I am the duly appointed Company Secretary and General Counsel of Solstice Biomedical Devices Limited, an Irish private company limited by shares, registered with the Irish Companies Registration Office under registration number 587412 (the "Company"). I have held the pos

II. EXHIBIT A — RESOLUTIONS OF THE BOARD OF DIRECTORS EXHIBIT A CERTIFIED TRUE COPY RESOLUTIONS OF THE BOARD OF DIRECTORS OF SOLSTICE BIOMEDICAL DEVICES LIMITED Adopted at a Duly Convened Meeting on February 15, 2023 A. Preamble and Meeting Details The following is a certified true and complete copy of the resolutions duly adopted by the Board of Directors (the "Board") of Solstice Biomedical Devices Limited at a mee

1. Declan Whitfield — Board Chair; Independent Non-Executive Director

2. Dr. Cormac Tierney — Chief Executive Officer & Co-Founder; Executive Director

3. Dr. Siobhán Kelleher — Chief Technology Officer & Co-Founder; Executive Director

4. Margaret Calloway — Independent Non-Executive Director; Chair, Audit Committee

5. Dr. Rajiv Sundaram — Independent Non-Executive Director; Chair, Compensation Committee

6. Eoin Gallagher — Non-Executive Director

7. Claire Ashworth — Independent Non-Executive Director; Chair, Nominating and Corporate Governance Committee All seven (7) members of the Board were present in person or by video conference, constituting a quorum under Article 14.3 of the Company's Articles of Association (which requires a majority of the Board to constitute a quorum). Four (4) of the seven (7) directors present are independent directors within the

I. Resolution 8 — Engagement of Advisors and Service Providers RESOLVED, that the Board hereby ratifies and confirms the engagement of the following advisors and service providers in connection with the Offering and the ongoing obligations of the Company as a public reporting company: (a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10174, as issuer's counsel to the Company in connection with the Off

III. EXHIBIT B — RESOLUTIONS OF THE SHAREHOLDERS EXHIBIT B CERTIFIED TRUE COPY RESOLUTIONS OF THE SHAREHOLDERS OF SOLSTICE BIOMEDICAL DEVICES LIMITED Adopted at an Extraordinary General Meeting on February 14, 2023 A. Meeting Details The following is a certified true and complete copy of the resolutions duly adopted by the shareholders of Solstice Biomedical Devices Limited at an extraordinary general meeting of the

IV. EXHIBIT C — INCUMBENCY CERTIFICATE EXHIBIT C CERTIFICATE OF INCUMBENCY OFFICERS AND DIRECTORS OF SOLSTICE BIOMEDICAL DEVICES LIMITED As of March 21, 2023 A. Introduction. I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited (CRO No. 587412), hereby certify that, as of the closing date of the Offering on March 21, 2023, the following persons hold the offices and positions set forth opposite t

V. EXHIBIT D — MEMORANDUM AND ARTICLES OF ASSOCIATION EXHIBIT D CERTIFIED TRUE COPY MEMORANDUM AND ARTICLES OF ASSOCIATION OF SOLSTICE BIOMEDICAL DEVICES LIMITED As Amended Through February 14, 2023 A. Certification. I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that attached immediately following this certification page is a true, complete, and correct copy of the Memoran

1. Company Name. The name of the Company is Solstice Biomedical Devices Limited.

2. Registered Office. The registered office of the Company is situated at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.

3. Objects. The objects for which the Company is established include: (a) the design, development, manufacture, commercialization, marketing, distribution, import, export, and sale of medical devices, surgical instruments, robotic systems, navigation platforms, and related software, components, and accessories; (b) the conduct of research and development in the fields of medical technology, biomedical engineering, ro

4. Authorized Share Capital. The authorized share capital of the Company is 100,000,000 ordinary shares of €0.01 nominal value each (as amended by the special resolution adopted at the Extraordinary General Meeting held on February 14, 2023, increasing the authorized share capital from 50,000,000 to 100,000,000 ordinary shares).

5. Liability of Members. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them. Articles of Association (Key Provisions Noted):

6. Share Transfer Provisions. The Articles provide that Ordinary Shares are transferable by instrument in writing in the form approved by the directors, subject to such restrictions on transfer as may be imposed by the directors from time to time. The directors may, in their absolute discretion and without assigning any reason therefor, decline to register a transfer of shares to a person of whom they do not approve,

7. Board Composition and Powers. The Articles provide for a Board of Directors of not fewer than three (3) and not more than eleven (11) directors, with the actual number to be determined by the Board from time to time. The current Board is comprised of seven (7) directors, of whom a majority (four) are independent. The Board has full power and authority to manage the business and affairs of the Company, subject to t

8. Quorum Requirements. The quorum for meetings of the Board of Directors shall be a majority of the directors then in office, provided that at least two (2) directors are present. The quorum for general meetings of the shareholders shall be two or more shareholders present in person or by proxy and holding at least one-third of the issued and outstanding shares carrying the right to vote.

9. Dividend Provisions. The Articles provide that the Company may, by ordinary resolution, declare dividends, but no dividend shall exceed the amount recommended by the directors. The directors may pay interim dividends if they appear to be justified by the profits of the Company. All dividends shall be declared and paid in euro or in such other currency as the directors may determine. Dividends paid to shareholders

10. Indemnification of Directors and Officers. The Articles provide for the indemnification of directors and officers of the Company to the fullest extent permitted by the Companies Act, including indemnification against all costs, charges, losses, expenses, and liabilities incurred in connection with any proceedings arising out of their service to the Company, subject to the limitations set forth in Section 235 of t

11. Company Secretary. The Articles provide that the Company shall have a Company Secretary appointed by the directors, who shall hold office on such terms and conditions as the directors may determine. The Company Secretary shall have the duties and responsibilities conferred by the Companies Act and the Company's Constitution, including the custody of the statutory registers and minute books of the Company.

12. Nasdaq Corporate Governance. The Articles include provisions consistent with the corporate governance requirements of the Nasdaq Stock Market LLC, including requirements for a majority-independent board, independent audit, compensation, and nominating/governance committees, and other provisions as required under the Nasdaq Listing Rules. C. Statement of Currency I hereby certify that the attached Memorandum and A

VI. ADDITIONAL CERTIFICATIONS In addition to the certifications set forth above and in the Exhibits attached hereto, I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby further certify as follows: A. Good Standing / Existence The Company is validly existing and has not been struck off the register of companies maintained by the Irish Companies Registration Office (CRO No. 587412). As of

VII. SIGNATURE BLOCK IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of the date first set forth below. SOLSTICE BIOMEDICAL DEVICES LIMITED By: ________ Name: Fiona Drennan Title: Company Secretary & General Counsel Date: March 21, 2023 Place of Execution: Galway, Ireland

VIII. ACKNOWLEDGMENT / NOTARIAL BLOCK NOTARIAL ACKNOWLEDGMENT State / Country: Republic of Ireland County: Galway On this 21st day of March, 2023, before me, the undersigned Notary Public in and for the County of Galway, Republic of Ireland, personally appeared Fiona Drennan, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and ack