Contract analysis

Section 1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company (the "Charter"), as filed with the Secretary of State of the State of Delaware on April 22, 2024. The Charter has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing with the Secretary of State of

Section 2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company (the "Bylaws"), as adopted by the sole incorporator of the Company in connection with the organization of the Company and in effect as of the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their original adoption, and the Bylaws remain in

Section 3. Board Resolutions Authorizing the Transaction Attached hereto as Exhibit C is a true, correct, and complete copy of certain resolutions (the "Board Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company in lieu of a meeting, effective as of August 18, 2024, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and th

Section 4. Sole Stockholder Resolutions Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Stockholder Resolutions") duly adopted by the sole stockholder of the Company, Solstice Biomedical Devices Ltd., by written consent in lieu of a meeting, effective as of August 18, 2024, in accordance with Section 228 of the DGCL and the Charter and Bylaws of the Company, approving and r

Section 5. Incumbency and Authority of Officers I hereby certify that set forth below are the names, titles, and true and genuine specimen signatures of each of the officers of the Company who are authorized to execute and deliver, on behalf of the Company, the Agreement and all ancillary documents, certificates, instruments, and agreements required to be executed and delivered by the Company in connection with the C

Section 6. Sole Director I hereby certify that Helena Byrne is the sole director of the Company. Ms. Byrne was duly appointed as the sole member of the Board of Directors of the Company upon its incorporation on April 22, 2024, in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL. Ms. Byrne continues to serve in such capacity as of the date hereof and has served continuously as the sole d

Section 7. Good Standing I hereby certify that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. A Certificate of Good Standing (also known as a Certificate of Status) for the Company, issued by the Secretary of State of the State of Delaware and dated as of a recent date, has been delivered separately to the Sellers and the Sellers' Represent

Section 8. No Proceedings I hereby certify that, as of the date hereof, (a) no proceedings for the dissolution, liquidation, merger, consolidation, conversion, or winding up of the Company have been commenced or, to the best of my knowledge, are contemplated, (b) no petition in bankruptcy has been filed by or, to the best of my knowledge, against the Company, (c) no insolvency proceeding, receivership, assignment for

Section 9. General Certifications All representations, certifications, and statements made by the undersigned in this Certificate are made to the best of the undersigned's knowledge and belief, after due inquiry. The undersigned has made such inquiries and reviewed such documents and records of the Company as the undersigned has deemed necessary or appropriate in order to make the certifications contained herein. Thi