Contract analysis

1. Introduction and Engagement Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Solstice Biomedical Devices Ltd. ("Solstice" or "SBD"), an Irish private limited company registered under the Companies Act 2014 (CRO Number 648217), to serve as United States legal counsel to Solstice in connection with the proposed acquisition described below. We are grateful for the c

2. Scope of Representation The Firm's representation of Solstice in connection with the Transaction will encompass the following matters, subject to the limitations set forth below: (a) Due Diligence. Conducting a comprehensive legal due diligence review of Meridian, its subsidiaries (if any), and their respective businesses, assets, liabilities, and operations. The due diligence review will cover the following princ

3. Client Identification The client in this engagement is Solstice Biomedical Devices Ltd., the Irish parent entity, and not any other member of the Solstice corporate group. The Firm acknowledges that, in connection with the Transaction, it may provide services that benefit or are rendered on behalf of Solstice Biomedical, Inc. (the Delaware acquisition subsidiary to be formed or designated by Solstice for purposes

4. Engagement Team The following attorneys and support personnel will be primarily responsible for the day-to-day management and execution of the engagement. Their respective roles are described below: Beatrice Holloway — Responsible Partner, Mergers & Acquisitions. Ms. Holloway will serve as the primary relationship partner for Solstice and will provide overall supervision of the engagement, including strategic advi

5. Fee Structure 5.1 Hourly Rates Fees for legal services rendered in connection with the Transaction will be charged on an hourly basis at the following current standard rates for the professionals assigned to this matter: The Firm's standard hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. Solstice will be notified in advance of any changes to the hourl

6. Retainer Upon execution of this engagement letter, Solstice agrees to pay an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) to Calderwood & Harkness LLP. The retainer shall be transmitted by wire transfer in accordance with the instructions set forth in the enclosure to this Letter. The retainer will be deposited into and held in the Firm's client trust account maintained in accord

7. Billing and Payment Terms The Firm will render invoices to Solstice on a monthly basis, in arrears, for fees earned and expenses incurred during the preceding calendar month. Each invoice will contain reasonable detail of the services rendered, including the date on which services were performed, the identity of the timekeeper, the number of hours expended, a narrative description of the work performed, and an ite

8. Conflict of Interest; Conflict Waiver Provisions 8.1 Conflicts Check Prior to acceptance of this engagement, the Firm conducted a thorough conflicts check in accordance with its standard procedures and the applicable New York Rules of Professional Conduct. This conflicts check was memorialized in an internal conflict check memorandum dated May 3, 2024, which has been reviewed and approved by the Firm's General Cou

9. Confidentiality The Firm will treat all information received from or on behalf of Solstice in connection with the Transaction as confidential, and will not disclose such information to any third party without Solstice's prior consent, except as may be required by the Firm's ethical obligations under applicable rules of professional conduct, by court order or subpoena, or by applicable law or regulation. Confidenti

10. Document Retention Upon completion or termination of the engagement, the Firm will maintain the client files and work product generated in connection with the Transaction in accordance with its standard document retention policy, a copy of which is available upon request. Solstice may request the return of original documents in the Firm's possession at any time during or after the engagement, and the Firm will co

11. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or validity thereof, includ

12. Limitation of Liability The Firm's aggregate liability to Solstice for any and all claims, damages, losses, costs, and expenses arising out of or in connection with the services rendered under this engagement letter, whether based in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees actually paid by Solstice to the Firm for services rendered under thi

13. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from the engagement is subject to its ethical obligations under the applicable rules of professional conduct, including any obligation to obtain leave of court before withdrawing from a pending proceeding and to take reasonable steps to protect the client'

14. Designated Client Contacts Solstice designates the following individuals as authorized contacts for purposes of this engagement. These individuals are authorized to provide instructions, approve material actions, and receive confidential information on behalf of Solstice in connection with the Transaction: Patrick Lennox — General Counsel & Company Secretary (primary legal contact) Email: p.lennox@solsticebiomed.

15. Acceptance and Execution We hope this Letter accurately reflects our mutual understanding of the terms of this engagement. If you are in agreement, please sign and return a copy of this Letter to the undersigned. We look forward to working with you and the Solstice team on this Transaction. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Beatrice Holloway Title: Partner Date: ________ AGREED AND AC