Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Beneficiary" means Apex Surgical Innovations, Inc., a corporation organized under the laws of the State of Delaware (EIN: 51-0483762). "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in Wilmington, Delaware are authorized or required by applica

Section 1.2 — Interpretation (a) All references in this Agreement to the Settlement Agreement shall be deemed to include all exhibits, schedules, annexes, and amendments thereto, unless the context otherwise requires. (b) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Settlement Agreement. (c) The headings contained in this Agreement

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 — Establishment of Escrow Account (a) Promptly following the execution and delivery of this Agreement, and in any event within two (2) Business Days thereafter, the Escrow Agent shall establish and maintain the Escrow Account at a federally insured banking institution located in Wilmington, Delaware. The Escrow Account shall be a segregated, interest-bearing account (money market account or its functional

Section 2.2 — Tranche 1 Deposit (a) The Depositor shall deposit, or cause to be deposited, the Tranche 1 Deposit in the amount of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) into the Escrow Account by wire transfer of immediately available funds on or before the Tranche 1 Deposit Deadline (June 30, 2025). (b) Upon receipt of the Tranche 1 Deposit, the Escrow Agent shall promptly, and in any event wit

Section 2.3 — Tranche 2 Deposit (a) The Depositor shall deposit, or cause to be deposited, the Tranche 2 Deposit in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) into the Escrow Account by wire transfer of immediately available funds on or before the Tranche 2 Deposit Deadline (September 15, 2025). (b) Upon receipt of the Tranche 2 Deposit, the Escrow Agent shall promptly, and in any event wi

Section 2.4 — Failure to Deposit (a) If the Escrow Agent has not received the Tranche 1 Deposit by the close of business on the Tranche 1 Deposit Deadline, the Escrow Agent shall provide written notice of such non-receipt to both the Depositor and the Beneficiary within two (2) Business Days following the Tranche 1 Deposit Deadline. (b) If the Escrow Agent has not received the Tranche 2 Deposit by the close of busine

Section 2.5 — Depositor's Wire Transfer Instructions (a) The Depositor shall cause all wire transfers to the Escrow Account to originate from a bank account held in the name of Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. The Escrow Agent shall not be required to accept any funds wired from an account not held in the name of either of such entities unless the Escrow Agent receives prior written autho

ARTICLE III — RELEASE OF ESCROW FUNDS

Section 3.1 — Release of Tranche 1 Deposit (a) Within three (3) Business Days following the Escrow Agent's receipt and verification of the Tranche 1 Deposit in the Escrow Account, the Escrow Agent shall disburse the Tranche 1 Deposit, together with any and all interest accrued thereon from the date of deposit to the date of release, to the Beneficiary by wire transfer of immediately available funds to the account des

Section 3.2 — Release of Tranche 2 Deposit (a) Within three (3) Business Days following the Escrow Agent's receipt and verification of the Tranche 2 Deposit in the Escrow Account, the Escrow Agent shall disburse the Tranche 2 Deposit, together with any and all interest accrued thereon from the date of deposit to the date of release, to the Beneficiary by wire transfer of immediately available funds to the account des

Section 3.3 — Interest Allocation (a) All interest, earnings, or other income earned on the Escrow Funds while held in the Escrow Account shall be disbursed to the Beneficiary together with the underlying deposit to which such interest, earnings, or other income is attributable. Interest accrued on the Tranche 1 Deposit shall be disbursed to the Beneficiary at the time of the release of the Tranche 1 Deposit, and int

Section 3.4 — Disputed Disbursements (a) If at any time the Escrow Agent receives conflicting instructions or notices from the Depositor and the Beneficiary, or from their respective counsel, regarding the release, disposition, or handling of the Escrow Funds or any portion thereof, the Escrow Agent shall be entitled to refrain from taking any action with respect to the Escrow Funds (other than continuing to hold the

Section 3.5 — Stop-Payment Notice (a) The Depositor may deliver a written stop-payment notice (a "Stop-Payment Notice") to the Escrow Agent only in the event that the Depositor has terminated the Settlement Agreement in accordance with the express termination provisions thereof. Any such Stop-Payment Notice must be accompanied by a written certification from Calderwood & Harkness LLP, counsel to the Depositor, certif

Section 4.1 — Duties and Responsibilities (a) The Escrow Agent's duties and responsibilities under this Agreement are purely ministerial in nature and shall be limited strictly and exclusively to those expressly set forth in this Agreement. The Escrow Agent undertakes to perform only such duties as are specifically set forth herein and shall not be bound by or have any obligation with respect to any other agreement o

Section 4.2 — Standard of Care (a) The Escrow Agent shall act in good faith and shall exercise reasonable care in performing its duties under this Agreement. The standard of care applicable to the Escrow Agent hereunder is that of a reasonably prudent escrow agent, taking into account the ministerial nature of the Escrow Agent's duties. (b) The Escrow Agent shall not be liable for any action taken or omitted in good

Section 4.3 — Reliance on Instructions (a) The Escrow Agent is hereby authorized to comply with and rely upon any and all written instructions, notices, requests, waivers, consents, receipts, or other documents or communications that the Escrow Agent in good faith believes to be genuine and to have been signed or delivered by an authorized representative of the applicable Party. The Escrow Agent shall have no duty to

Section 4.4 — Right to Counsel The Escrow Agent may, at any time and from time to time, consult with legal counsel of its own choosing (which may be internal or external counsel) in connection with any question or matter arising under or in connection with this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel. T

Section 4.5 — Resignation (a) The Escrow Agent may resign as escrow agent hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Depositor and the Beneficiary. (b) Upon the effectiveness of such resignation, the Escrow Agent shall deliver the Escrow Funds (including all accrued interest thereon) to a successor escrow agent designated by Joint Written Instructio

Section 4.6 — Removal (a) The Escrow Agent may be removed at any time by Joint Written Instructions delivered to the Escrow Agent by both the Depositor and the Beneficiary, with not less than thirty (30) days' prior written notice. (b) A replacement escrow agent shall be designated by Joint Written Instructions of the Depositor and the Beneficiary. Upon the designation of a replacement escrow agent, the removed Escro

ARTICLE V — COMPENSATION AND EXPENSES OF ESCROW AGENT

Section 5.1 — Escrow Agent Fees The Depositor shall pay all fees and expenses of the Escrow Agent in connection with the Escrow Agent's services under this Agreement, in accordance with the fee schedule attached hereto as Schedule 2. Such fees shall include, without limitation: (a) an initial setup fee, payable upon execution of this Agreement; (b) an annual escrow account maintenance fee (prorated for any partial ca

Section 5.2 — Expense Reimbursement In addition to the fees set forth in Section 5.1, the Depositor shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, reasonable attorneys' fees, court costs, and other legal expenses incurred in connection with any i

Section 5.3 — Lien Notwithstanding anything to the contrary contained herein, the Escrow Agent shall have no lien, security interest, or other encumbrance on or against the Escrow Funds for unpaid fees, expenses, or any other amounts owed to the Escrow Agent by the Depositor or any other Party. The Depositor's obligation to pay the Escrow Agent's fees and reimburse the Escrow Agent's expenses is a direct, uncondition

Section 6.1 — Indemnification by the Parties The Depositor and the Beneficiary, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent, and its respective officers, directors, employees, agents, successors, and assigns (each, an "Indemnified Person"), from and against any and all losses, liabilities, damages, claims, judgments, penalties, fines, costs, and expenses (including reasonable at

Section 6.2 — Allocation Between the Parties As between the Depositor and the Beneficiary (and for the avoidance of doubt, not vis-à-vis the Escrow Agent or any other Indemnified Person), indemnification obligations under Section 6.1 shall be borne equally (fifty percent (50%) by the Depositor and fifty percent (50%) by the Beneficiary), unless the Loss, liability, or claim giving rise to such indemnification obligat

Section 6.3 — Survival The indemnification obligations set forth in this Article VI shall survive the termination of this Agreement, the disbursement of the Escrow Funds, and the resignation or removal of the Escrow Agent, and shall remain in full force and effect until the expiration of any applicable statute of limitations (including any extensions thereof).

Section 7.1 — Tax Identification Numbers (a) Within five (5) Business Days following the execution of this Agreement, the Depositor shall provide to the Escrow Agent: (i) a properly completed and executed Internal Revenue Service Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting) for Solstice Biomedical Devices Ltd. (an Irish entity); and (ii) if any wire transfe

Section 7.2 — Tax Reporting (a) The Escrow Agent shall report all interest, earnings, or other income earned on the Escrow Funds while held in the Escrow Account as income of the Beneficiary (Apex Surgical Innovations, Inc.) for United States federal income tax purposes and for applicable state and local income tax purposes. (b) The Escrow Agent shall prepare and timely file (or cause to be prepared and timely filed)

Section 7.3 — Tax Withholding (a) The Escrow Agent shall withhold from the Escrow Funds any amounts required to be withheld under applicable federal, state, or local tax law, including, without limitation, backup withholding under Section 3406 of the Internal Revenue Code of 1986, as amended. (b) The Parties acknowledge and agree that, based on the nature of the Escrow Funds (which constitute settlement payments from

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Beneficiary and the Escrow Agent as follows: (a) Organization and Good Standing. Solstice Biomedical Devices Ltd. is a private limited company duly organized, validly existing, and in good standing under the laws of Ireland (CRO No. 648217), and has all requisite corporate power and authority to own, leas

Section 8.2 — Representations and Warranties of the Beneficiary The Beneficiary hereby represents and warrants to the Depositor and the Escrow Agent as follows: (a) Organization and Good Standing. Apex Surgical Innovations, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 51-0483762), and has all requisite corporate power and authority to own,

Section 8.3 — Representations and Warranties of the Escrow Agent The Escrow Agent hereby represents and warrants to the Depositor and the Beneficiary as follows: (a) Organization and Good Standing. Tidewater Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to act as Escrow Agent

ARTICLE IX — TERM AND TERMINATION

Section 9.1 — Effective Date This Agreement shall become effective as of the date first written above (June 16, 2025) upon execution and delivery hereof by all three Parties.

Section 9.2 — Termination (a) This Agreement shall terminate upon the later of: (i) the disbursement by the Escrow Agent of all Escrow Funds (including both the Tranche 1 Deposit and the Tranche 2 Deposit and all accrued interest, earnings, and other income thereon) in accordance with the terms of this Agreement; and (ii) the full satisfaction of all obligations of the Parties hereunder, including without limitation

Section 9.3 — Effect of Settlement Agreement Termination If the Settlement Agreement is terminated in accordance with its terms prior to the release of any or all of the Escrow Funds hereunder, the Escrow Agent shall continue to hold the Escrow Funds (to the extent then held in the Escrow Account) pending receipt of (a) Joint Written Instructions from the Depositor and the Beneficiary directing the disposition of suc

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by (a) personal delivery, (b) nationally recognized overnight courier service (with proof of delivery), or (c) electronic mail (with confirmation of receipt), addressed as follows: If to the Depositor: Eamon Rourke Gen

Section 10.2 — Amendments and Waivers (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all three Parties hereto. (b) No waiver of any provision of this Agreement, or consent to any departure by any Party from the terms hereof, shall be effective unless such waiver or consent is in writing and signed by the Party or Parties against whom enforcement of suc

Section 10.3 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.4 — Jurisdiction (a) Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally waives, and agrees not to assert, by way o

Section 10.5 — Entire Agreement This Agreement, together with the Settlement Agreement, the Schedules and Exhibits hereto, and any written instruments or documents delivered in connection herewith, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, representations, and warranties, whether written or oral, with

Section 10.6 — Severability If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future applicable law, rule, or regulation, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement. The remaining provisions of this Agreement shall

Section 10.7 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicab

Section 10.8 — Limitation of Liability The Escrow Agent's aggregate liability to the Depositor and the Beneficiary under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually received by the Escrow Agent under this Agreement; provided, however, that the foregoing limitation shall not apply to Losses arising from the Escrow Agent's gross negligence, willful miscond

Section 10.9 — Assignment No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Depositor may assign its rights and obligations under this Agreement to a successor entity in connection with a merger, consolid

Section 10.10 — Relationship of the Parties Nothing in this Agreement shall be deemed to create, or shall be construed as creating, any partnership, joint venture, agency, or fiduciary relationship among the Parties, except for the Escrow Agent's limited fiduciary duty with respect to the safekeeping and disbursement of the Escrow Funds as expressly set forth in this Agreement. No Party shall have the authority to bi

Section 10.11 — Confidentiality (a) The Escrow Agent shall maintain the confidentiality of this Agreement, the Settlement Agreement, the terms and conditions thereof, and all information, documents, notices, instructions, and other materials received by it in connection with the escrow arrangement contemplated hereby (collectively, "Confidential Information"), and shall not disclose any Confidential Information to an

1. All fees set forth above are exclusive of any applicable taxes.

2. The Annual Escrow Account Maintenance Fee for the initial partial year (June 16, 2025 through December 31, 2025) shall be prorated based on the number of calendar days remaining in the calendar year divided by 365.

3. Extraordinary services, if any, shall be invoiced monthly in arrears, with payment due within thirty (30) days of the date of invoice. Tidewater shall provide reasonable supporting documentation for any extraordinary services billed.

4. All fees and expenses are the sole obligation of the Depositor (Solstice Biomedical Devices Ltd.) and shall not be deducted from, or otherwise charged against, the Escrow Funds. EXHIBIT A FORM OF DEPOSIT CONFIRMATION NOTICE [Letterhead of Tidewater Fiduciary Services, Inc.] [Date] VIA EMAIL AND OVERNIGHT COURIER Eamon Rourke General Counsel Solstice Biomedical Devices Ltd. Unit 14, Clonskeagh Business Park Clonske