Contract analysis

I. Executive Summary Calderwood & Harkness LLP has conducted a comprehensive review of Meridian's employment arrangements, employee benefit plans, equity compensation program, and related labor and workforce matters in connection with the proposed stock purchase Transaction. Our review encompassed the full spectrum of employment-related due diligence customarily undertaken in a transaction of this nature, including a

II.A. Employee Headcount and Locations As of the most recent payroll date reviewed, Meridian employs a total of approximately 312 employees. All employees are based in the United States. The Company does not maintain any international operations, foreign subsidiaries, or overseas workforce. The geographic distribution of the workforce is as follows: Headquarters — King of Prussia, Pennsylvania. Approximately 85 emplo

II.B. Employee Classification The Company's workforce is composed of the following categories: Full-Time Employees. Approximately 295 employees are classified as full-time, defined under the Company's policies as employees who are regularly scheduled to work 30 or more hours per week. Full-time employees are eligible for the Company's full suite of benefits, including medical, dental, vision, life insurance, disabili

II.C. Key Departments The following provides a departmental overview of Meridian's workforce, based on our review of the personnel roster and organizational charts provided in the VDR: R&D / Engineering (approximately 42 employees). The R&D and engineering department is led by Dr. Raj Subramanian, Chief Technology Officer. This department is responsible for all product development activities, including the ArthroNav

III. Employment Agreements and Key Personnel

III.A. Existing Employment Agreements We reviewed the employment agreements and offer letters for all five members of the Company's executive leadership team. Four of the five executives have formal employment agreements with the Company; the fifth (Linda Fontaine) is employed pursuant to an offer letter on an at-will basis. The material terms of each arrangement are summarized below. Dr. Marcus Ellsworth — Founder &

III.B. Change-of-Control Implications The proposed Transaction, structured as a stock purchase in which Solstice will acquire 100% of the outstanding capital stock of Meridian, will constitute a "Change of Control" as defined in each of the four employment agreements described above (Ellsworth, Pryor, Hensley, and Subramanian). Each of the four agreements defines "Change of Control" to include, among other things, th

III.C. Non-Competition and Non-Solicitation Agreements In addition to the restrictive covenant provisions contained in the executive employment agreements described above, approximately forty-five (45) additional employees have executed standalone Confidentiality, Non-Competition, and Non-Solicitation Agreements with the Company. These employees are primarily in the R&D/engineering, sales, and senior operations funct

III.D. At-Will Employment All non-executive employees — that is, all employees other than the five C-suite officers described in Section III.A — are employed on an at-will basis. We did not identify any additional formal employment agreements, severance agreements, or guaranteed employment arrangements beyond those described above. The Company uses a standard form offer letter for all non-executive hires. We reviewed

IV. Equity Compensation — 2019 Equity Incentive Plan

IV.A. Plan Overview The Company maintains the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan (the "2019 Plan"), which was adopted by the Meridian Board of Directors and approved by the Company's stockholders in 2019. The 2019 Plan is the sole equity compensation plan maintained by the Company. The 2019 Plan authorizes the Company to grant the following types of equity awards to eligible participants:

IV.B. Outstanding Awards Based on our review of the 2019 Plan, the individual stock option award agreements, and the Company's capitalization records, the outstanding equity awards under the 2019 Plan are as follows: • Total options outstanding: 550,000 shares of the Company's common stock. • Vesting status: All 550,000 options are fully vested as of the anticipated Closing Date of October 31, 2024. No unvested optio

IV.C. Treatment at Closing Pursuant to the contemplated Transaction structure, all outstanding vested options under the 2019 Plan will be cancelled at the closing of the Transaction in exchange for a cash payment to each option holder. The mechanics of the option cancellation and the calculation of the cash consideration are as follows: Per-Share Merger Consideration. The total equity purchase price for the Transacti

Section 409A Compliance. We reviewed the 2019 Plan, the form award agreements, and the contemporaneous Section 409A valuation reports relied upon by the Company in establishing the exercise prices for stock option grants. Based on our review, all options were granted with an exercise price equal to or greater than the fair market value of the Company's common stock on the date of grant, as determined by a qualified i

IV.D. Option Holder Breakdown As of the date of this memorandum, options under the 2019 Plan are held by approximately 38 current employees and 4 former employees of the Company. The former employee option holders separated from the Company during the applicable post-termination exercise period specified in their award agreements, and their vested options remain exercisable in accordance with the terms of those agree

V.A. 401(k) Plan Plan Name and Sponsor. The Company sponsors the Meridian Surgical Technologies 401(k) Plan (the "401(k) Plan"), a tax-qualified defined contribution retirement plan under Section 401(a) of the Internal Revenue Code. The Company serves as both the plan sponsor and the plan administrator. Third-Party Administrator. The 401(k) Plan is administered by Cornerstone Retirement Plan Services, Inc., located a

V.B. Health and Welfare Plans Meridian provides a comprehensive suite of health and welfare benefits to its eligible employees. The following summarizes the material health and welfare plans offered by the Company: Medical Insurance. The Company offers a group medical plan with two options: a Preferred Provider Organization ("PPO") plan and a High Deductible Health Plan ("HDHP"). Both medical plan options are insured

V.C. Absence of Defined Benefit Plans and Post-Retirement Obligations Based on our comprehensive review of the employee benefit plan documents, the Company's financial statements, management's representations in the VDR, and our independent analysis, we confirm the following: • Meridian does not sponsor, maintain, contribute to, or have any obligation to contribute to any defined benefit pension plan (whether or not

V.D. Other Benefits In addition to the retirement and health and welfare plans described above, Meridian offers the following additional benefits and programs: Paid Time Off (PTO). The Company maintains a combined PTO policy that provides employees with a single bank of paid leave for vacation, sick days, and personal days, without separate accrual categories. Eligible employees accrue between 15 and 25 days of PTO p

VI. WARN Act and Workforce Reduction Considerations

VI.A. Federal WARN Act The Worker Adjustment and Retraining Notification Act ("WARN Act"), 29 U.S.C. §§ 2101–2109, requires employers with 100 or more employees to provide at least sixty (60) calendar days' advance written notice to affected employees (and to the state dislocated worker unit and the chief elected official of the applicable local government) before undertaking a "plant closing" or "mass layoff" as tho

VI.B. Pennsylvania Mini-WARN Pennsylvania. The Commonwealth of Pennsylvania does not currently have a state-specific "mini-WARN" statute that imposes notice obligations beyond those required under the federal WARN Act. Accordingly, Buyer's obligations in connection with any workforce reductions at the Company's Pennsylvania facilities will be governed solely by the federal WARN Act. New Jersey. Several of the Company

VII. Employment Litigation and Claims Based on our review of the data room materials, management's representations and warranties, and our discussions with Whitmore Crane & Pfeiffer LLP (Meridian's outside counsel), we report the following with respect to employment-related litigation, claims, and regulatory matters: No Pending Employment Litigation. No pending employment-related litigation, arbitration proceedings,