Contract analysis

I. Purpose and Summary This memorandum accompanies the completed Internal Revenue Service Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases) and related state election forms prepared in connection with the joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), by Solstice Biomedical, Inc., a Delaware corporation ("Buyer"),

II. Background on the Transaction On October 31, 2024 (the "Closing Date"), Solstice Biomedical, Inc., a Delaware corporation and wholly owned subsidiary of Solstice Biomedical Devices Ltd. (an Irish private limited company, Companies Registration Office Number 648217) (the "Parent"), completed the acquisition of one hundred percent (100%) of the outstanding shares of common stock of Meridian Surgical Technologies, I

III. Overview of the Section 338(h)(10) Election The parties to the Stock Purchase Agreement have agreed to make a joint election under IRC § 338(h)(10) with respect to the acquisition of Target. The mechanics, effects, and principal benefits of this election are summarized below. Deemed Transaction Treatment. Under IRC § 338(h)(10) and Treasury Regulations § 1.338(h)(10)-1, the election causes the stock purchase to

IV. Enclosed Forms and Attachments The following documents are enclosed herewith for review, execution, and filing:

1. Exhibit A: IRS Form 8023 — Elections Under Section 338 for Corporations Making Qualified Stock Purchases (completed, for execution);

2. Exhibit B: Schedule of Selling Shareholders (Attachment to Form 8023);

3. Exhibit C: IRS Form 8883 — Asset Allocation Statement Under Section 338 (AGUB Allocation Statement);

4. Exhibit D: Pennsylvania Section 338(h)(10) Election Form (Pennsylvania equivalent state election for filing with the Pennsylvania Department of Revenue);

5. Exhibit E: New Jersey Section 338(h)(10) Election Statement (New Jersey equivalent state election for filing with the New Jersey Division of Taxation, given Meridian's nexus with New Jersey);

6. Exhibit F: Delaware Conformity Statement — note that Delaware does not impose a corporate income tax on corporations that do not conduct business within the State of Delaware, and Delaware does not have a separate state-level Section 338(h)(10) election form; Delaware conforms to the federal treatment; a brief statement is provided for completeness; and

7. Exhibit G: Signing Instructions and Execution Pages for the Sellers' Representative and Buyer.

V. Execution Instructions Buyer Execution. Helena Byrne, in her capacity as President of Solstice Biomedical, Inc., is requested to sign on behalf of Buyer on the "Purchasing Corporation" signature line of Form 8023 and each corresponding state election form. Ms. Byrne's authority to execute these forms derives from her office as President of Buyer and the resolutions of Buyer's board of directors authorizing the acq

Section 338(h)(10) Election — Acquisition of Meridian Surgical Technologies, Inc. by Solstice Biomedical, Inc. Acquisition Date: October 31, 2024 The following schedule sets forth the selling shareholders who are parties to the joint Section 338(h)(10) election made in connection with the qualified stock purchase of Meridian Surgical Technologies, Inc. (EIN: 84-3192057) by Solstice Biomedical, Inc. (EIN: 93-4017625)

1. Dr. Marcus Ellsworth • Address: [Personal address redacted for privacy] • SSN: [Redacted] • Number of Shares Sold: 2,845,900 shares of common stock • Percentage of Total Outstanding Common: 38.2% • Pro Rata Share of Base Consideration: Approximately $84,040,000 (based on per-share common stockholder price of approximately $27.8545 per share, before purchase price adjustments)

2. Pennfield Growth Partners, LP • Address: 2100 Market Street, 28th Floor, Philadelphia, PA 19103 • EIN: [Provided on executed form] • Number of Shares Sold: 2,235,000 shares of common stock • Percentage of Total Outstanding Common: 30.0% • Pro Rata Share of Base Consideration: Approximately $62,235,000

3. Arch Hill Ventures Fund II, LLC • Address: 450 Boylston Street, Suite 1200, Boston, MA 02116 • EIN: [Provided on executed form] • Number of Shares Sold: 1,490,000 shares of common stock • Percentage of Total Outstanding Common: 20.0% • Pro Rata Share of Base Consideration: Approximately $41,490,000

4. Catherine Pryor • Address: [Personal address redacted for privacy] • SSN: [Redacted] • Number of Shares Sold: 372,500 shares of common stock • Percentage of Total Outstanding Common: 5.0% • Pro Rata Share of Base Consideration: Approximately $10,373,000

5. Other Management & Employees (Aggregated) • Addresses: Various (individual addresses provided on executed form) • SSNs/EINs: [Provided on executed form] • Aggregate Number of Shares Sold: 506,600 shares of common stock • Aggregate Percentage of Total Outstanding Common: 6.8% • Aggregate Pro Rata Share of Base Consideration: Approximately $14,107,000

6. Option Holders (Aggregated) • Number of Vested Options Cancelled: 550,000 vested stock options under the Meridian 2019 Equity Incentive Plan • Weighted-Average Exercise Price: $4.80 per share • Per-Option Net Cancellation Consideration: $27.50 (per-share merger consideration) − $4.80 (weighted-average exercise price) = $22.70 per option • Aggregate Option Cancellation Payments: 550,000 × $22.70 = $12,485,000 • Ind

I. Instructions to Sellers' Representative October 31, 2024 Dr. Marcus Ellsworth c/o Whitmore Crane & Pfeiffer LLP (Jonathan Whitmore, Esq.) One Liberty Place 1650 Market Street, Suite 3600 Philadelphia, PA 19103 Dear Dr. Ellsworth: We write in connection with the Section 338(h)(10) election to be made in connection with the acquisition of Meridian Surgical Technologies, Inc. (the "Company" or "Target") by Solstice B

1. IRS Form 8023 — Elections Under Section 338 for Corporations Making Qualified Stock Purchases — Two (2) originals. Please sign on the "Selling Shareholders (or authorized representative)" signature line, indicating your title as "Sellers' Representative" and the date of execution.

2. Pennsylvania Section 338(h)(10) Election Form / Statement — Two (2) originals. Please sign on the Sellers' Representative signature line.

3. New Jersey Section 338(h)(10) Election Statement — Two (2) originals. Please sign on the Sellers' Representative signature line. Your signature on each of these forms is made in your capacity as Sellers' Representative, pursuant to the authority granted to you under the Sellers' Representative Appointment and Joinder Agreement and Section 10.08 of the SPA. You are not signing in your individual capacity as a selli

II. Instructions to Buyer October 31, 2024 Helena Byrne President, Solstice Biomedical, Inc. 1200 Innovation Drive, Suite 400 Wilmington, DE 19801 Dear Ms. Byrne: We write in connection with the Section 338(h)(10) election to be made in connection with Solstice Biomedical, Inc.'s acquisition of Meridian Surgical Technologies, Inc. pursuant to the Stock Purchase Agreement dated August 20, 2024. As contemplated by Sect

1. IRS Form 8023 — Elections Under Section 338 for Corporations Making Qualified Stock Purchases — Two (2) originals. Please sign on the "Purchasing Corporation" signature line, indicating your title as "President" and the date of execution.

2. IRS Form 8883 — Asset Allocation Statement Under Section 338 — Two (2) originals. Please sign on the authorized officer signature line.

3. Pennsylvania Section 338(h)(10) Election Form / Statement — Two (2) originals. Please sign on the Purchasing Corporation signature line.

4. New Jersey Section 338(h)(10) Election Statement — Two (2) originals. Please sign on the Purchasing Corporation signature line. Please return all executed originals to: Leonard Cross Calderwood & Harkness LLP 590 Lexington Avenue, 35th Floor New York, NY 10022 Telephone: (212) 554-7200 Email: lcross@calderwoodharkness.com We will coordinate with Eleanor Voss at Brindoval & Albright LLP to ensure that all forms are

III. Execution Pages The following duplicate signature pages are provided for execution in connection with IRS Form 8023 and the related state election forms. Each party should execute two (2) originals of each signature page. One executed original of each form will be retained by Buyer, one executed original will be retained by the Sellers' Representative, and additional copies will be made for filing and record-kee

I. Filing Deadlines Summary The following table summarizes the key tax filing deadlines and responsible parties in connection with the Section 338(h)(10) election and related filings arising from the acquisition of Meridian Surgical Technologies, Inc. by Solstice Biomedical, Inc. on October 31, 2024.

II. Coordination Notes The following coordination items require attention from the identified responsible parties:

1. Final AGUB Allocation and Form 8883. Brindoval & Albright LLP (Eleanor Voss) will prepare the final AGUB allocation and the definitive version of IRS Form 8883 based on the final closing balance sheet of Meridian Surgical Technologies, Inc. and the results of an independent valuation of the Target's intangible assets. The independent valuation is expected to be commissioned by Buyer promptly following the closing

2. Post-Closing Net Working Capital True-Up. The post-closing net working capital true-up process under the Stock Purchase Agreement has a deadline of January 29, 2025 (ninety (90) days after the Closing Date). In the event of a dispute regarding the final net working capital determination, the accounting referee is Hargrove Bennett LLP (Margaret Chen, CPA). The final net working capital determination may affect the

3. Meridian Short-Period Tax Return. Leonard Cross will coordinate with Dunfield & Associates, P.C. (Howard Dunfield, CPA, Meridian's independent auditors and tax return preparers) regarding the preparation of Meridian's short-period federal income tax return for the period January 1, 2024 through October 31, 2024. This return must reflect the deemed asset sale gain arising from the Section 338(h)(10) election and mu

4. Earnout Payments and AGUB Recalculation. Any earnout payments made pursuant to the Stock Purchase Agreement will require a recalculation of AGUB and reallocation among asset classes under the residual method prescribed by Treasury Regulations § 1.338-7. Calderwood & Harkness LLP will monitor the milestone deadlines (Milestone 1: December 31, 2026; Milestone 2: June 30, 2027) and advise Buyer and Brindoval & Albrig

5. State Tax Return Filings. Brindoval & Albright LLP will coordinate the filing of Meridian's short-period state income/franchise tax returns (Pennsylvania and New Jersey), ensuring that the applicable state election statements and copies of the federal forms are attached to each return. Buyer's initial state tax returns for Pennsylvania and New Jersey (if filing is required) should similarly reflect the Section 338

6. Document Retention and Closing Binder. All executed election forms, supporting schedules, and related correspondence are to be maintained in the transaction closing binder. The specific tab reference for these materials will be assigned per the Closing Binder Index prepared by Calderwood & Harkness LLP. All forms transmitted herewith are marked "DRAFT — FOR EXECUTION" pending final review; the final executed versi

III. Status of Forms All forms enclosed herewith are in DRAFT — FOR EXECUTION status. Final review is pending confirmation from the following parties: (a) Brindoval & Albright LLP (Eleanor Voss) — confirmation of the preliminary AGUB calculation and the estimated allocation of AGUB among asset classes set forth in Form 8883; (b) Dunfield & Associates, P.C. (Howard Dunfield) — confirmation of Meridian's closing balanc