Contract analysis

From: Tiffany Rosenthal <trosenthal@calderwoodharkness.com> To: Ryan Dowd <rdowd@whitmorecranepfeiffer.com> Cc: Andrew Fitzpatrick <afitzpatrick@calderwoodharkness.com> Date: Mon, 29 Jul 2024 10:47:00 -0000 Subject: Re: Meridian Surgical Technologies — Outstanding Diligence Items / Follow-Up

I hope you had a good weekend. I wanted to follow up on several outstanding diligence items that remain open on our end in connection with the proposed acquisition of Meridian Surgical Technologies, Inc. by our client, Solstice Biomedical Devices Ltd. As you know, the parties are targeting execution of the Stock Purchase Agreement in the coming weeks, and resolving these items promptly will be important to keeping us

**1. Titanium Precision Components, Inc. — Change-of-Control Consent**

The Exclusive Supply Agreement between Meridian and Titanium Precision Components, Inc. (the five-year agreement expiring March 2027, with a minimum annual purchase commitment of $3.2 million) contains a change-of-control provision requiring TPC's prior written consent to any change of control of Meridian. As you know, obtaining this consent is a condition precedent to closing under the SPA.

Could you provide a status update on whether the consent request has been submitted to TPC and, if so, whether consent has been received or is expected shortly? We would appreciate receiving a copy of the consent request letter, as well as any draft or executed consent, as soon as available.

**2. OrthoLink Distribution, LLC — Change-of-Control Notice**

The Distribution Agreement between Meridian and OrthoLink Distribution, LLC (the three-year agreement expiring December 2025, exclusive for the eastern United States) requires that notice be delivered to OrthoLink in connection with any change-of-control transaction. While this agreement requires notice rather than affirmative consent, timely delivery remains important, and we would expect the notice to be provided b

Please confirm whether the required notice has been delivered to OrthoLink and, if so, provide us with a copy of the notice as sent.

**3. *Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc.* — Litigation Status Update**

We would like to request an updated status report on the pending patent infringement action, *Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc.*, Civil Action No. 2:23-cv-04817, in the United States District Court for the Eastern District of Pennsylvania. As you know, Hartwell alleges infringement of U.S. Patent No. 10,891,224 relating to a powered shaver blade design, and Meridian has filed

Specifically, we are looking for an update on the following:

(a) the current status of the summary judgment motion, including whether briefing is complete and whether oral argument has been scheduled;

(b) any recent developments, settlement discussions, or discovery activity; and

(c) an updated assessment of damages exposure — we note that Meridian's litigation counsel previously estimated exposure in the range of $2.5 million to $5.0 million, and we'd like to confirm whether that estimate remains current.

This matter will be scheduled in the Disclosure Schedules and is subject to specific indemnification provisions in the SPA, so we will need an accurate and current description for purposes of finalizing the schedules.

**4. Polytechnic Innovations, Ltd. License Agreement — Confirmation of No Change-of-Control Provision**

Our review of the License Agreement between Meridian (as licensee) and Polytechnic Innovations, Ltd. (covering background IP in robotic surgical navigation, with a 2.5% royalty on net ArthroNav sales and a term co-extensive with the underlying patent life) did not identify any change-of-control, assignment restriction, or consent requirement that would be triggered by the transaction. For completeness of the diligenc

A handful of items from our preliminary diligence request list dated May 13, 2024 also remain outstanding. In particular:

- **ISO 13485:2016 Certificate.** We previously received only a draft or partial copy of Meridian's ISO 13485:2016 certificate (certificate no. PCA-2022-04819, certified by Pinnacle Conformity Assessment Services, LLC, valid through April 2025). We would appreciate receiving a final copy at your earliest convenience.

- **Auditor Consent/Comfort Letter.** Please provide an update on whether Dunfield & Associates, P.C. (Meridian's independent auditors; contact: Howard Dunfield) has confirmed its willingness to provide a consent or comfort letter in connection with the transaction and, if so, the status of that engagement.

- **Corporate/Organizational Items.** We are still waiting on a few remaining items from the corporate and organizational category, including a final stockholder list reconciled to the capitalization table reflecting all 7,450,000 outstanding shares and 550,000 vested options under the Meridian 2019 Equity Incentive Plan.

We would be happy to resend the relevant portions of the May 13 request list if that would be helpful.

Ryan, thank you for your and the WCP team's continued attention to these items. Please don't hesitate to let me know if it would be useful to schedule a call to discuss any of the above — I'm happy to coordinate. As I understand it, Beatrice Holloway and Jonathan Whitmore are coordinating on the overall signing timeline on the principals' side, and getting these open items resolved will help keep both parties on trac

Tiffany Rosenthal Calderwood & Harkness LLP 590 Lexington Avenue, 35th Floor New York, NY 10022 T: (212) 554-8130 E: trosenthal@calderwoodharkness.com

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