Contract analysis

1. Instruction to Bind the D&O Tail Policy We hereby formally instruct Caldwell Risk Advisors, Inc., acting in its capacity as the Buyer's and the Company's insurance broker of record, to bind the six (6)-year directors' and officers' liability tail (run-off) insurance policy with Northbridge Specialty Insurance Co. (the "Carrier"), effective as of the Closing Date, October 31, 2024. The D&O Tail Policy shall be boun

2. Policy Specifications and Required Terms The D&O Tail Policy shall conform to the following specifications and contain the following required terms: 2.1 Carrier. The D&O Tail Policy shall be issued by Northbridge Specialty Insurance Co., a stock insurance company organized and existing under the laws of the State of Illinois, with its principal offices located at 233 South Wacker Drive, Suite 5400, Chicago, Illino

3. Premium Payment Instructions The premium of $385,000 will be wired on the Closing Date, October 31, 2024, as part of the consolidated closing funds flow. The D&O Tail Policy premium has been included as a separate, identified line item in the Closing funds flow memorandum prepared by Calderwood & Harkness LLP and reviewed by the parties and their respective counsel. We request that Caldwell provide complete wire t

4. Delivery of Policy and Binder 4.1 Binder / Binding Confirmation Given the critical importance of the D&O Tail Policy as a Closing deliverable, we request that Caldwell deliver a written binder or binding confirmation (the "Binder") to the following recipients no later than 5:00 p.m. Eastern Time on October 30, 2024 — that is, the business day immediately preceding the scheduled Closing Date: (a) Calderwood & Harkn

5. Confirmation of No Material Exclusions or Limitations A central requirement of the SPA is that the D&O Tail Policy be on terms no less favorable in the aggregate than the Existing Policy. Accordingly, we request that Caldwell provide a written confirmation, in connection with the delivery of the Binder, that the D&O Tail Policy does not contain any exclusions, limitations, conditions, or restrictions that are mate

6. Background on Pending Litigation (For Underwriting Purposes) For the benefit of the Carrier's underwriting review, and to ensure complete transparency in the binding process, we provide the following summary of the one pending litigation matter involving Meridian: Case Caption: Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc. Court and Docket Number: United States District Court for the

7. Coordination with Closing and Condition Precedent We wish to emphasize that the binding of the D&O Tail Policy and the delivery of the Binder constitute a required Closing deliverable under Section 3.02(a)(ix) of the SPA. The Buyer's obligation to cause the D&O Tail Policy to be obtained and to prepay the full premium therefor is a covenant set forth in Section 7.04(b) of the SPA, which runs in favor of the Seller

8. Contact Information The primary contacts at Calderwood & Harkness LLP for all matters relating to the binding, payment, and delivery of the D&O Tail Policy are as follows: Beatrice Holloway, Partner (Responsible Attorney) Telephone: (212) 884-7244 Email: bholloway@calderwoodharkness.com Tiffany Rosenthal, Lead Associate Telephone: (212) 884-7312 Email: trosenthal@calderwoodharkness.com Natasha Grier, Paralegal (Do

1. Copy of the executed Stock Purchase Agreement, dated as of August 20, 2024, by and among Solstice Biomedical, Inc., Meridian Surgical Technologies, Inc., the Sellers named therein, and Dr. Marcus Ellsworth as Sellers' Representative.

2. List of all pre-Closing directors and officers of Meridian Surgical Technologies, Inc., together with their respective dates of service.

3. Summary of the existing D&O coverage terms under Meridian's current policy (Policy No. NBI-ML-2022-07843) for comparison to the proposed D&O Tail Policy.