Contract analysis

1. Purpose and Background This memorandum is submitted for the purpose of transmitting and compiling the certificates of good standing (and equivalent certificates of status) that have been obtained on behalf of Meridian Surgical Technologies, Inc. ("Meridian," "MST," or the "Company") in connection with the closing occurring today, October 31, 2024 (the "Closing" or the "Closing Date"), of the transactions contempla

2. Enclosed Certificates Set forth below is a summary description of each certificate of good standing enclosed with this memorandum, including the issuing authority, the entity name as reflected on the face of the certificate, the date of issuance, and the specific confirmations provided therein. 2.1 Certificate of Good Standing — State of Delaware Issuing Authority: Office of the Secretary of State of the State of

3. SPA Cross-Reference The requirement that the Company deliver certificates of good standing from each jurisdiction in which it is incorporated or qualified to do business is set forth in Article VII of the SPA, which contains the conditions precedent to Buyer's obligation to consummate the Closing. Specifically, Section 7.2(d) of the SPA provides, in relevant part, that it shall be a condition to the obligation of

4. Scope and Limitations In connection with the delivery of the enclosed certificates, we wish to bring the following matters to your attention: Certificates Speak as of Date of Issuance. Each certificate of good standing speaks only as of its respective date of issuance and does not purport to confirm the good standing of the Company as of any subsequent date, including the Closing Date itself. The Delaware certific

5. Filing and Record-Keeping Instructions In order to ensure the proper preservation and accessibility of the enclosed certificates, we respectfully recommend that the following filing and record-keeping procedures be observed:

1. Closing Binder. Original copies of both the Delaware Certificate of Good Standing (Exhibit A) and the Pennsylvania Certificate of Good Standing (Exhibit B) should be retained in the official closing binder for the transaction. The closing binder is currently being assembled by our office, and a comprehensive Closing Binder Index and Transmittal Letter is being prepared separately and will be circulated to all part

2. Calderwood & Harkness Matter Files. Copies of the certificates, together with this transmittal memorandum, will be maintained in Calderwood & Harkness's matter files under Matter No. 1037-00006. Electronic copies will be uploaded to the firm's secure document management system and will be available to authorized personnel upon request.

3. Copies to Buyer. Copies of the enclosed certificates, together with this transmittal memorandum, should be forwarded promptly to: Solstice Biomedical, Inc. 1200 Innovation Drive, Suite 400 Wilmington, Delaware 19801 Attention: Legal Department We will coordinate with Buyer's outside counsel to ensure that copies are transmitted in a timely manner and that all closing deliverables are accounted for on both sides of

6. Contact Information Should you have any questions regarding the enclosed certificates of good standing, the status of any other closing deliverables, or any other matter relating to the Closing of the transactions contemplated by the SPA, please do not hesitate to contact any of the following members of the Calderwood & Harkness deal team: Tiffany Rosenthal Lead Associate Calderwood & Harkness LLP 590 Lexington Av