Contract analysis

1. Purpose and Scope of Memorandum This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP, 590 Lexington Avenue, 35th Floor, New York, NY 10022 (the "Firm"), by Solstice Biomedical Devices Ltd. ("Solstice" or "SBD"), an Irish-domiciled private limited company registered with the Companies Registration Office under CRO

2. Methodology All searches were run against Calderwood & Harkness LLP's central conflicts management system (the "CMS"), which is maintained by the Firm's General Counsel's Office and is updated on a continuous basis. The CMS contains records of all current and former client representations, adverse parties, affiliated entities, key individuals associated with matters, business development contacts, and related rela

3. Parties and Individuals Searched The following parties and individuals were included in the conflicts search. This section is organized by category for ease of reference and review. 3.1 Prospective Client (Buyer) The following entities and individuals associated with the prospective client were searched: Entities: • Solstice Biomedical Devices Ltd. (Ireland; CRO Number 648217), the prospective client and ultimate

4. Search Results Set forth below are the results of the conflicts searches conducted against all parties and individuals identified in Section 3 above. Each subsection states the search results and provides a conclusion as to whether any conflict of interest has been identified. 4.1 Solstice Biomedical Devices Ltd. and Affiliates Searches were run against "Solstice Biomedical Devices Ltd.," "Solstice Biomedical," "S

5. Engagement Team Confirmation In addition to the CMS searches described above, all proposed members of the engagement team were individually queried on May 2, 2024, regarding any personal conflicts of interest, including personal relationships, financial interests, prior representations at former firms (for lateral hires), family relationships, and any other connections with the parties and individuals identified i

6. Conclusion and Recommendation Based on the comprehensive searches of the Firm's central conflicts management system, the cross-referencing of search results against the active matter list, the closed matter archive (five-year lookback period), lateral hire relationship disclosures, the business development and pitch tracking database, and the restricted entity list, as well as the individual confirmations received

7. Approval Prepared by: ________________________________________ Natasha Grier Paralegal, Mergers & Acquisitions Calderwood & Harkness LLP Date: May 3, 2024 Reviewed and Approved by: ________________________________________ Beatrice Holloway Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP Date: May 3, 2024 Appendix A: Complete List of Search Terms The following is a complete list of all search