Contract analysis

1. Transaction Structure The proposed acquisition (the "Transaction") will be structured as a stock purchase. Solstice, or a wholly owned U.S. acquisition subsidiary to be formed by Solstice under the laws of the State of Delaware (the "Acquisition Subsidiary," and together with Solstice, the "Buyer"), will purchase from the Sellers one hundred percent (100%) of the issued and outstanding shares of common stock of Me

2. Purchase Price 2.1 Base Purchase Price The aggregate base purchase price for one hundred percent (100%) of the outstanding shares of common stock of Meridian and all vested stock options issued under the Meridian 2019 Equity Incentive Plan shall be Two Hundred Twenty Million Dollars ($220,000,000) in cash (the "Base Purchase Price"), subject to adjustment as set forth in Section 2.3 below and deductions as set for

3. Indemnification The SPA shall contain representations, warranties, and covenants of the Sellers and the Company that are customary for transactions of this type, scope, and size, including but not limited to representations and warranties relating to corporate organization and standing, authorization, capitalization, financial statements, absence of undisclosed liabilities, compliance with laws, material contracts

4. Escrow At the closing of the Transaction, the following escrow deposits shall be made: (a) Indemnity Escrow. An amount equal to twelve percent (12%) of the Base Purchase Price, equal to Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) (the "Indemnity Escrow"), shall be deducted from the Base Purchase Price payable to the Sellers at closing and deposited into an escrow account established with a mutua

5. Sellers' Representative Dr. Marcus Ellsworth shall be appointed as the representative of the Sellers (the "Sellers' Representative") for purposes of all post-closing matters under the SPA and the Escrow Agreement, including without limitation (a) post-closing earnout determinations and disputes, (b) the submission, negotiation, and resolution of indemnification claims, (c) escrow releases and disbursements, and (d

6. Financing Solstice intends to finance the Transaction through a combination of (a) equity contributions from the parent entity, Solstice Biomedical Devices Ltd., funded from existing cash reserves and, if applicable, capital contributions from Solstice's existing equity investors, and (b) third-party debt financing. The Buyer anticipates obtaining a committed senior secured term loan facility and revolving credit

7. Key Employees / Retention As a condition to the closing of the Transaction, each of the following individuals shall have entered into a new employment agreement with the Buyer (or the Acquisition Subsidiary) on terms and conditions to be mutually agreed upon by the applicable individual and the Buyer: (a) Dr. Marcus Ellsworth — to be employed as Division President, Orthopedic Instruments, for an initial term of th

8. Due Diligence The Buyer's obligation to enter into the definitive SPA and to consummate the Transaction is subject to the Buyer's satisfactory completion, in its sole discretion, of a comprehensive due diligence review of the Company, including without limitation a review of the Company's legal, financial, regulatory, tax, environmental, intellectual property, commercial, and operational affairs. Meridian and its

9. Conditions Precedent to Closing The obligation of the Buyer to consummate the Transaction shall be subject to the satisfaction (or waiver by the Buyer) of the following conditions precedent on or prior to the Closing Date: (a) The execution and delivery by all parties of the definitive SPA and all ancillary agreements contemplated thereby, including the Escrow Agreement, the employment agreements described in Sect

10. Exclusivity This Section 10 is binding and enforceable upon the parties. The parties acknowledge and confirm that the Exclusivity Agreement dated May 20, 2024, by and between Solstice and Meridian, remains in full force and effect in accordance with its terms. In furtherance of the foregoing, and during the Exclusivity Period (as defined below), Meridian and its stockholders, directors, officers, employees, agent

11. Confidentiality This Section 11 is binding and enforceable upon the parties. The parties acknowledge that they have previously entered into a mutual confidentiality and non-disclosure agreement (the "NDA") in connection with the Transaction. All information exchanged between the parties in connection with this Letter of Intent, the due diligence process, and the negotiation and preparation of the definitive SPA a

12. Governing Law This Section 12 is binding and enforceable upon the parties. This Letter of Intent and any claim, controversy, or dispute arising out of or relating to this Letter of Intent, including with respect to the formation, breach, termination, validity, interpretation, or enforceability hereof, and including any claim based upon contract, tort, statute, or other legal or equitable basis, shall be governed

13. Non-Binding Nature / Binding Provisions This Section 13 is binding and enforceable upon the parties. This Letter of Intent is intended to provide a summary of the principal terms and conditions of the proposed Transaction for the purpose of facilitating negotiations and the preparation of a definitive SPA. Except as expressly set forth below, this Letter of Intent does not constitute a binding agreement, and no p

14. Expenses This Section 14 is binding and enforceable upon the parties. Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Letter of Intent, the due diligence process, and the proposed Transaction, including without limitation the fees, costs, and expenses of its respective legal counsel, financial advisors, investment bankers, accountant

15. Public Announcements This Section 15 is binding and enforceable upon the parties. No party shall issue or authorize any press release, public statement, or other public disclosure regarding the existence, terms, or status of this Letter of Intent or the proposed Transaction without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, ho

16. Expiration This Letter of Intent shall expire and be of no further force or effect if it has not been executed and returned by Meridian to Calderwood & Harkness LLP (on behalf of Solstice) on or before June 10, 2024. If Meridian does not execute and return this Letter of Intent by such date, the terms and conditions set forth herein shall be deemed withdrawn by the Buyer. We are enthusiastic about the opportunity