Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("we," "the Firm," or "C&H") is pleased to confirm our engagement by Solstice Biomedical Devices Limited ("Solstice," "SBD," or the "Company"), a private company limited by shares incorporated in Ireland under the Irish Companies Act 2014 (Companies Registration Office No. 587412), as issuer's counsel in connection with the Company's proposed initial public offeri

2. Scope of Representation The Firm will serve as issuer's counsel to the Company in connection with the Offering. In that capacity, the Firm expects to undertake the following principal workstreams and related advisory services. This description is intended to provide a general overview of the scope of our engagement and is not intended to be exhaustive of every task or activity that may be required in connection wi

3. Matters Outside the Scope of This Engagement For the avoidance of doubt, the following matters are not included within the scope of this engagement and are expressly excluded from the Firm's representation of the Company hereunder: (a) Representation of the Company in any subsequent securities offerings, follow-on offerings, secondary offerings, or other capital markets transactions following the completion of the

4. Staffing The Firm has assembled an experienced team of attorneys and professional staff to handle this engagement. The core engagement team will consist of the following individuals: Responsible Partner: Theodore Langston, Partner, Capital Markets. Mr. Langston will have overall supervisory responsibility for the engagement and will be the Company's principal senior contact at the Firm for all substantive legal ma

5. Fee Arrangements 5.1 Billing Rates The Firm's fees for this engagement will be based on the time expended by attorneys and professional staff assigned to the matter at their standard hourly billing rates, which are adjusted periodically (typically on or about January 1 of each year). The current hourly rates for members of the engagement team are representative and are set forth below: The specific hourly rate app

6. Client Identification and Conflicts The Firm's client in this engagement is Solstice Biomedical Devices Limited, the Irish parent entity, and not any individual director, officer, employee, or shareholder of the Company, nor any subsidiary or affiliate of the Company (including, without limitation, Solstice Surgical Inc.), unless the scope of representation is expressly expanded by written agreement between the Fi

7. Confidentiality The Firm will maintain the confidentiality of all non-public information provided by the Company, its directors, officers, employees, agents, and advisors in connection with this engagement, and will not disclose such information to any third party without the Company's prior written consent, except to the extent that disclosure is (a) required by applicable law, regulation, court order, or subpoen

8. Document Retention The Firm's standard document retention policy will apply to all files, documents, correspondence, electronic records, and other materials generated or received by the Firm in connection with this engagement. Under the Firm's current policy, engagement files are retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further no

9. Limitation of Liability To the fullest extent permitted by applicable law, the aggregate liability of Calderwood & Harkness LLP, its partners, associates, employees, and agents, arising out of or in connection with this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm under this Engagement Letter. This limitation of

10. Termination Either party may terminate this engagement at any time upon thirty (30) calendar days' prior written notice to the other party. Termination of the engagement shall not relieve the Company of its obligation to pay all fees for services rendered and expenses incurred through the effective date of termination, including any unbilled work-in-progress as of such date. Upon termination of the engagement by

11. Governing Law This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's services hereunder shall be resolved exclusively in the courts of the State of New York located in the County of New York, or in the United States District Co

12. Acceptance and Counterparts We respectfully request that the Company indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return a copy of this letter to us at your earliest convenience. Upon your execution and return of this letter, together with remittance of the Initial Retainer described in Section 5.4, this Engagement Letter s

1. Calderwood & Harkness LLP — Standard Hourly Rate Schedule (Calendar Year 2022)

2. Calderwood & Harkness LLP — Standard Terms of Engagement (General Supplement) Timekeeper Category | Current Hourly Rate Range Partners | $1,450 – $1,750 per hour Associates | $750 – $1,100 per hour Paraprofessionals | $350 – $500 per hour