Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP was engaged on September 19, 2022 to serve as issuer's counsel to Solstice Biomedical Devices Limited ("Solstice," "SBD," or the "Company"), an Irish private company limited by shares (Companies Registration Office ("CRO") No. 587412), in connection with its proposed initial public offering (the "IPO" or the "Offering") of American Depositary Shares ("ADSs") on the Nasda

II. CURRENT CORPORATE STRUCTURE OVERVIEW A. Entity and Jurisdiction Solstice Biomedical Devices Limited is an Irish private company limited by shares, incorporated and registered under the Irish Companies Act 2014 with CRO No. 587412. The Company's registered office is located at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland. Solstice was originally incorporated on March 8, 2016, and ha

III. NASDAQ LISTING STANDARDS — GAP ANALYSIS This section identifies the principal Nasdaq corporate governance standards applicable to Solstice in connection with the listing of its ADSs and evaluates the Company's current compliance posture against each requirement. For each deficiency identified, we set forth a recommended remediation path and corresponding action items. A. Board Composition Requirements Applicable

IV. IRISH COMPANIES ACT 2014 CONSIDERATIONS A. Public Company Conversion A threshold question in any IPO by an Irish-incorporated company is whether the entity must convert from its current company type — in this case, a private company limited by shares ("LTD") under Part 2 of the Irish Companies Act 2014 — to a public limited company ("PLC") under Part 17 of the Act, or to another company type such as a designated

1. Authority to Allot Shares (Section 68/69 of the Act). Under Section 68 of the Act, the directors of an Irish private limited company may not allot shares unless they have been granted authority to do so by the company's Constitution or by an ordinary resolution of the shareholders. Section 69 provides that such authority may be granted for a specified period not exceeding five years. We recommend that the sharehol

2. Dis-Application of Pre-Emption Rights (Section 1023 of the Act). As noted in Section IV.B(iv) above, the shareholders must adopt a special resolution (requiring a 75% majority) to dis-apply the statutory pre-emption rights under Section 1022 with respect to the allotment of the IPO shares. This resolution should be drafted broadly enough to cover the firm offering, the overallotment option, and any shares to be is

3. Amendment of Authorized Share Capital (Ordinary Resolution). An ordinary resolution (simple majority) is required to increase the authorized share capital from its current level to 100,000,000 Ordinary Shares of €0.01 nominal value each.

4. Adoption of Amended and Restated Constitution (Special Resolution). A special resolution (75% majority) is required to adopt the amended and restated Constitution. Timeline and Mechanism. Given that Solstice is a private company with a relatively concentrated shareholder base, the most efficient mechanism for obtaining the required shareholder approvals is by written resolution under Section 194 of the Act, which

V. SHARE CAPITAL RESTRUCTURING A. Authorized Share Capital Amendment Current State. The Company's current authorized share capital, as set forth in the Constitution, is insufficient to accommodate the post-IPO capitalization needs. Based on our review of the Constitution, the current authorized share capital permits the issuance of a maximum number of shares that is less than the sum of (i) the 28,000,000 currently o

VI. ADS STRUCTURE AND DEPOSITARY ARRANGEMENTS A. ADS Program Design The Company proposes to establish a Level III sponsored ADS program for the listing and trading of its securities on the Nasdaq Global Market. Each ADS will represent one (1) Ordinary Share, on a 1:1 basis. This ratio has been selected for simplicity and transparency and is consistent with the ADS programs of other similarly situated Irish medical de

VII. DIRECTORS' AND OFFICERS' INSURANCE A. D&O Insurance Requirement It is standard market practice — and a practical necessity — for Nasdaq-listed companies to maintain directors' and officers' ("D&O") liability insurance. D&O insurance provides coverage for claims made against directors and officers arising out of their service in such capacities, including claims alleging violations of securities laws, breaches of

VIII. LOCK-UP AGREEMENT COORDINATION A. Lock-Up Terms Consistent with market practice for IPOs on the Nasdaq Global Market, all directors, officers, and holders of one percent (1%) or more of the Company's pre-IPO outstanding shares will be required to execute lock-up agreements restricting the transfer of their securities for a period following the Offering. The material terms of the proposed lock-up agreements are

IX. ADDITIONAL PRE-FILING ACTION ITEMS A. Equity Incentive Plan Solstice does not currently maintain a formal equity incentive plan of the type required for a public company. The Company has historically issued shares to employees and advisors on an ad hoc basis, without the benefit of a board-approved plan with defined terms, eligibility criteria, and award types. In connection with the IPO, Solstice will need to ad