Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Solstice Biomedical Inc. ("SBI" or the "Client"), a corporation organized and existing under the laws of the State of Delaware (Secretary of State File No. 7834291), to serve as outside legal counsel in connection with the matters described in this engagement letter. SBI is a wholly-owned U.S. subsidiar

2. Scope of Engagement C&H will provide legal counsel and regulatory strategy advisory services to SBI in connection with the matters set forth in this Section 2. The scope of the engagement is organized into the following categories of work. The Firm's services are limited to the matters described below and in the specific exclusions set forth in Section 2.4; any expansion of scope requires the written agreement of

3. Engagement Team The following attorneys will be primarily responsible for providing legal services to SBI in connection with this engagement: Detailed biographies for each member of the engagement team are enclosed as Attachment B. C&H may assign additional attorneys, paralegals, regulatory analysts, or other professionals to this engagement as reasonably necessary to ensure the efficient and effective delivery of

4. Client Contacts The Firm's primary client contacts for this engagement are: (a) Marcus Hale, Vice President of U.S. Operations, Solstice Biomedical Inc., 220 Westbrook Drive, Suite 400, Cambridge, MA 02142. Mr. Hale shall serve as the principal point of contact for business and operational matters, engagement administration, and billing inquiries. (b) Dr. Niamh Tierney, Vice President of Regulatory Affairs, Solsti

5. Fees and Billing Rates 5.1 Hourly Rate Structure Fees for legal services rendered by C&H in connection with this engagement will be calculated on an hourly basis at the following current rates: Based on the anticipated allocation of work among the engagement team members, the blended effective hourly rate for the engagement is estimated at approximately $725 per hour. This blended rate is provided for informationa

6. Expenses and Disbursements In addition to legal fees, the Client will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by C&H in connection with this engagement. Such costs and disbursements may include, but are not limited to, the following: • Travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with FDA meetings

7. Billing and Payment Terms 7.1 Billing Frequency The Firm will issue invoices to the Client on a monthly basis. Each invoice will reflect fees for legal services rendered and expenses incurred during the preceding calendar month. Invoices will include a description of services performed, the attorney or professional who performed each service, the time expended, the applicable hourly rate, and an itemization of exp

8. Confidentiality C&H will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the District of Columbia Rules of Professional Conduct and the Firm's internal confidentiality policies and procedures. Confidential information includes, without limitation, all documents, data, communications, technical information, business stra

9. Attorney-Client Privilege and Work Product Communications between C&H and the Client in connection with this engagement are protected by the attorney-client privilege. This privilege belongs to the Client and protects confidential communications made between the Client and the Firm for the purpose of obtaining or providing legal advice. The Firm will take reasonable measures to preserve the attorney-client privile

10. Coordination with Third-Party Advisors C&H understands that, in connection with the development and U.S. market entry of the Lumina CGM System, the Client has retained the following third-party advisors: (a) Pinnacle Regulatory Consulting Group LLC — Regulatory affairs consultancy. The engagement with Pinnacle commenced on January 15, 2025. Key contacts: Dr. Sandra Ellison, Managing Director, and Thomas Greenbaum

11. Conflicts of Interest C&H has conducted a comprehensive conflict-of-interest review as of April 18, 2025, in accordance with the District of Columbia Rules of Professional Conduct (Rules 1.7 through 1.10) and the Firm's internal conflicts policies and procedures. Based on that review, no conflicts of interest were identified that would prevent the Firm from undertaking this engagement or that would require disclo

12. Term and Termination 12.1 Effective Date This engagement is effective as of April 22, 2025, and shall continue until the earlier of (i) the completion of the services described in Section 2 of this letter, (ii) termination by the Client in accordance with Section 12.2, (iii) withdrawal by the Firm in accordance with Section 12.3, or (iv) such other date as the parties may agree upon in writing. 12.2 Termination b

13. Document Retention C&H will retain engagement files — including correspondence, memoranda, work product, and other documents generated or received in connection with this engagement — in accordance with the Firm's document retention policy. The Firm's current policy provides for retention of closed engagement files for a period of seven (7) years following the conclusion of the engagement, unless a longer retenti

14. Limitation of Liability To the fullest extent permitted by applicable law and the District of Columbia Rules of Professional Conduct, the Firm's aggregate liability to the Client arising out of or in connection with this engagement — whether based on contract, tort, negligence, strict liability, or any other legal or equitable theory — shall not exceed the total fees actually paid by the Client to C&H under this

15. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles. The parties agree that any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services under this engagement, or the attorney-client relationship between the parties sh

16. Entire Agreement; Amendments This engagement letter, together with the Firm's Standard Terms and Conditions of Engagement (Attachment A), constitutes the entire agreement between C&H and the Client regarding the engagement described herein and supersedes all prior or contemporaneous oral or written communications, negotiations, representations, or agreements between the parties with respect to the subject matter

17. Acceptance We are delighted to have the opportunity to represent Solstice Biomedical Inc. in connection with these important regulatory matters and look forward to working closely with your team to achieve a successful outcome. Please confirm your acceptance of the terms and conditions set forth in this engagement letter by having an authorized representative of SBI countersign this letter in the space provided b