Contract analysis

I. Introduction and Purpose This memorandum is provided to the management team of Solstice Biomedical Devices Ltd. ("Solstice" or "SBD") in connection with the closing of the acquisition (the "Transaction") of one hundred percent (100%) of the outstanding shares of common stock and all vested options of Meridian Surgical Technologies, Inc. (the "Company" or "Meridian") by Solstice Biomedical, Inc. ("Buyer"), a wholly

II. Master Post-Closing Deadline Calendar The following table sets forth a chronological summary of all key post-closing deadlines and obligations identified by Calderwood & Harkness in our review of the Transaction documents. This table is intended to be used as a master tracking calendar and should be updated on a rolling basis as obligations are satisfied, new deadlines arise, or circumstances change. We recommend

III. Net Working Capital True-Up A. Overview of the Adjustment Mechanism Pursuant to Article II of the SPA, the Base Purchase Price is subject to a customary post-closing adjustment based on the actual Net Working Capital of Meridian as of the Closing Date (October 31, 2024), measured against a Target Net Working Capital amount agreed upon by the parties. The key parameters are as follows: • Target Net Working Capita

1. Conor Muldoon to coordinate immediately with Meridian's former CFO David Hensley (currently serving as an integration resource pursuant to the Transition Services Agreement) for access to the closing-date trial balance, supporting schedules, and accounting work papers.

2. Conor Muldoon to determine whether to retain Dunfield & Associates, P.C. (Howard Dunfield, CPA) or to utilize internal Solstice accounting resources to assist with the preparation of the NWC calculation. Dunfield & Associates served as Meridian's independent auditors and has the most familiarity with the Company's accounting practices; however, their involvement may present independence considerations. Calderwood

3. Calderwood & Harkness (Andrew Fitzpatrick) to review the final Closing Statement and all supporting calculations before delivery to the Sellers' Representative, to ensure compliance with the SPA's accounting methodology and to minimize the risk of a dispute.

4. Patrick Lennox to calendar the January 29, 2025, final determination deadline and all intermediate sub-deadlines (Closing Statement delivery, 30-day review period, 15-business-day negotiation period).

IV. Escrow Matters A. Indemnity Escrow

1. Escrow Amount and Agent At the Closing, Buyer deposited Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) — representing twelve percent (12%) of the Base Purchase Price of $220,000,000 — into an indemnity escrow account (the "Indemnity Escrow") established pursuant to the Escrow Agreement. The Indemnity Escrow is held by Keystone Escrow Services, Inc. (the "Escrow Agent"), with the primary contact bei

2. Release Schedule The Escrow Agreement provides for the following scheduled releases of the Indemnity Escrow funds: (a) First Release — October 31, 2025 (twelve months after Closing): Fifty percent (50%) of the then-remaining Indemnity Escrow balance shall be released to the Sellers' Representative for distribution to the Sellers. Assuming no claims are asserted against the Indemnity Escrow in the interim, this rel

3. Investment of Escrow Funds The Indemnity Escrow funds are invested in United States Treasury money market instruments as specified in the Escrow Agreement. Interest earned on the Indemnity Escrow is allocated fifty percent (50%) to Buyer and fifty percent (50%) to the Sellers. For tax reporting purposes, each party is responsible for reporting and paying all applicable taxes on its allocated share of interest inco

4. Action Items (a) Calendar the October 31, 2025, and October 31, 2026, release dates, with appropriate advance reminders (we suggest 60-day and 30-day advance reminders for each release date). (b) Before each scheduled release date, Patrick Lennox should conduct a comprehensive review, in consultation with Calderwood & Harkness, to determine whether any pending or reasonably anticipated indemnification claims requi

1. Amount and Purpose In addition to the Indemnity Escrow, Buyer deposited Two Million Five Hundred Thousand Dollars ($2,500,000) at Closing into a separate sub-account at Keystone Escrow Services, Inc. (the "Earnout Escrow Reserve") to secure a portion of Buyer's obligation to pay the earnout consideration if and when the earnout milestones described in Section V below are achieved. The Earnout Escrow Reserve is hel

2. Release Mechanics The Earnout Escrow Reserve is subject to the following release provisions: (a) Upon Milestone Achievement: When an earnout milestone is achieved and the corresponding milestone payment becomes due, the Earnout Escrow Reserve (or the applicable portion thereof) will be released to the Sellers' Representative as part of the overall milestone payment. For example, if Milestone 1 is achieved and the

3. Action Items (a) Monitor earnout milestone achievement status on an ongoing basis (cross-reference Section V below for detailed earnout discussion). (b) Upon achievement of an earnout milestone, promptly instruct Keystone to release the Earnout Escrow Reserve funds simultaneously with the balance of the milestone payment. (c) If no milestone is achieved by the Earnout Expiration Date (June 30, 2027), promptly inst

V. Earnout Obligations and Covenant Compliance A. Overview of Earnout Structure In addition to the Base Purchase Price of $220,000,000, the SPA provides for potential earnout consideration of up to Thirty-Five Million Dollars ($35,000,000) in the aggregate, payable to the Sellers upon the achievement of two separate FDA regulatory milestones related to the ArthroNav Robotic-Assisted Arthroscopy System product line. T

1. Helena Byrne to establish an internal ArthroNav milestone tracking dashboard, including key regulatory, technical, and financial milestones, with regular status updates accessible to all relevant Solstice stakeholders.

2. Patrick Lennox / Helena Byrne to ensure that Dr. Subramanian's employment agreement provisions — including the earnout-related cooperation obligations and the restriction on reassignment without Sellers' Representative consent — are fully understood by all relevant members of Solstice management, including HR leadership.

3. Helena Byrne to schedule quarterly internal review meetings on ArthroNav regulatory progress, commencing in January 2025. These meetings should include, at a minimum: Dr. Subramanian, Dr. Cassidy, Conor Muldoon (for R&D budget compliance), and representatives from Calderwood & Harkness (Victoria Shen and/or Tiffany Rosenthal).

4. Conor Muldoon to implement a financial tracking mechanism for documenting R&D expenditures attributable to the ArthroNav program, with a target annual minimum of $6,000,000. Quarterly internal reports should be prepared.

5. All Solstice management: Notify Calderwood & Harkness (Tiffany Rosenthal or Victoria Shen) promptly of any proposed changes to ArthroNav program scope, personnel assignments, timeline, or budget, to allow for assessment of earnout covenant compliance implications before any changes are implemented.

VI. Tax Post-Closing Obligations A. Section 338(h)(10) Election Pursuant to Section 6.7 of the SPA, Buyer and Sellers jointly elected under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), to treat the stock purchase of Meridian (EIN: 84-3192057) as a deemed asset acquisition for United States federal income tax purposes and for the purposes of all applicable state income tax jurisdic

1. Leonard Cross (Calderwood & Harkness) and Eleanor Voss (Brindoval & Albright) to finalize and file IRS Form 8023 and all required state election forms on a timely basis.

2. Leonard Cross to prepare and deliver the proposed purchase price allocation to the Sellers' Representative within ninety (90) days of Closing. Coordinate with Conor Muldoon and Brindoval & Albright on the valuation analysis supporting the allocation.

3. Brindoval & Albright / Dunfield & Associates, P.C. (or Solstice's internal tax team) to be engaged for preparation of Meridian's short-period federal and state income tax returns for the period January 1, 2024, through October 31, 2024. Draft returns must be provided to the Sellers' Representative at least thirty (30) days before filing.

4. Leonard Cross to analyze the Section 382 limitation applicable to Meridian's pre-change NOLs and provide guidance on the practical availability of these losses post-closing.

5. Conor Muldoon / Patrick Lennox to calendar all tax filing deadlines, including extended deadlines, and coordinate with Calderwood & Harkness and Brindoval & Albright to ensure timely compliance.

VII. Indemnification Administration A. Indemnification Framework Summary

Article VII of the SPA establishes the post-closing indemnification framework, which governs the allocation of risk and liability between Buyer and Sellers for breaches of representations, warranties, and covenants, as well as for specified pre-closing liabilities. The key parameters of the indemnification framework are summarized below: • Indemnification Cap: The aggregate indemnification obligations of the Sellers

1. Patrick Lennox to establish and maintain a running log or tracker of all identified or potential breaches of representations and warranties, and all circumstances that could give rise to indemnification claims. This tracker should be reviewed and updated at least monthly.

2. Before each scheduled Indemnity Escrow release date (October 31, 2025, and October 31, 2026), Patrick Lennox and Calderwood & Harkness (Tiffany Rosenthal / Andrew Fitzpatrick) should compile a comprehensive summary of all pending or anticipated indemnification claims and issue appropriate hold-back instructions to Keystone Escrow Services if necessary.

3. Patrick Lennox to establish an internal protocol for promptly notifying Calderwood & Harkness upon discovery of any facts or circumstances that could give rise to a potential indemnification claim. We recommend that this protocol be communicated to all Solstice and Meridian personnel with relevant responsibilities.

4. Calendar all survival period expiration dates (October 31, 2026, for general representations; October 31, 2027, for environmental representations; ongoing for Fundamental and Tax Representations) with 60-day and 30-day advance reminders.

5. Ensure compliance with RWI Policy notice requirements. Any potential claim must be reported to Ridgeline Mutual Insurance Company (Dennis Hargrave) within thirty (30) days of becoming aware of the claim or the underlying circumstances. Coordinate with Calderwood & Harkness before submitting any notice to Ridgeline.

6. Monitor the *Hartwell* litigation and coordinate with Deborah Lyle at Braddock & Lyle LLP for regular status updates. Promptly notify Calderwood & Harkness and the Sellers' Representative of any material developments, including any ruling on the pending summary judgment motion.

VIII. Employment, Retention, and Non-Competition Matters A. Employment Agreements In connection with the Transaction, three key employees of Meridian entered into new employment agreements with Buyer (or its designee), each effective as of the Closing Date (October 31, 2024). These employment agreements were a condition to closing under the SPA and are integral to the post-closing integration and ongoing operation of

IX. Material Contract Compliance and Transition A. Titanium Precision Components, Inc. — Exclusive Supply Agreement Meridian is party to an exclusive supply agreement with Titanium Precision Components, Inc. ("TPC") for the supply of precision-machined titanium components used in Meridian's surgical instrument products. The key terms of this agreement are: • Term: Five (5) years, expiring March 2027 • Exclusivity: TP

1. Calendar TPC minimum purchase thresholds and monitor quarterly against actual purchase volumes. A