Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Buyer" means Solstice Biomedical, Inc., a Delaware corporation, with its principal offices located at 1200 Innovation Drive, Suite 400, Wilmington, Delaware 19801. "Company" means Meridian Surgical Technologies, Inc., a Delaware corporation, with its principal offices located at 780 Keystone Boulevard

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment. Each undersigned Seller hereby irrevocably appoints, designates, and constitutes Dr. Marcus Ellsworth as the Sellers' Representative, effective as of the date hereof, with full power and authority to act on behalf of each such Seller as agent and attorney-in-fact, with respect to the matters described in Article III of this Agreement and the corresponding provisions of the Purchase Agreemen

Section 2.2 — Acceptance. Dr. Marcus Ellsworth hereby accepts the appointment as Sellers' Representative and agrees to act in such capacity on the terms and conditions set forth in this Agreement and in the Purchase Agreement. Dr. Marcus Ellsworth acknowledges that, in accepting this appointment, he will exercise his authority in a manner that he reasonably believes to be in the best interests of the Sellers, taken a

Section 2.3 — Ratification of Actions. Each Seller hereby ratifies and confirms, and agrees to be bound by, all actions heretofore taken by Dr. Marcus Ellsworth in connection with the negotiation, execution, and delivery of the Purchase Agreement, the Escrow Agreement, and each of the other Transaction Documents (as defined in the Purchase Agreement), and the transactions contemplated thereby, in his capacity as the

ARTICLE III — AUTHORITY AND POWERS OF THE SELLERS' REPRESENTATIVE

Section 3.1 — General Grant of Authority. The Sellers' Representative shall have full power and authority, acting alone and without the joinder or consent of any Seller, to take all actions and make all decisions on behalf of the Sellers as contemplated by the Purchase Agreement, this Agreement, the Escrow Agreement, and any other Transaction Document, including, without limitation, the specific powers and authoritie

Section 3.2 — Post-Closing Earnout Determinations. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to the Earnout: (a) Receipt of Milestone Notices. To receive notices from Buyer regarding the achievement or non-achievement of each Earnout Milestone, including (i) Milestone 1 (FDA 510(k) clearance of ArthroNav Generation 1.0) and (ii) Milesto

Section 3.3 — Indemnification Claims. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to indemnification claims under the Purchase Agreement: (a) General Authority. To receive, review, respond to, dispute, negotiate, compromise, settle, consent to, or reject any and all indemnification claims made by Buyer, Parent, or any other Buyer Indemnif

Section 3.4 — Escrow Release Matters. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to escrow matters: (a) Joint Instructions. To deliver joint instructions (together with Buyer) to the Escrow Agent regarding the release of all or any portion of the Indemnity Escrow Amount in accordance with the terms of the Escrow Agreement and the Purchas

Section 3.5 — Net Working Capital Adjustment. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to the Net Working Capital Adjustment: (a) Review of Closing Statement. To review and respond to the Closing Statement delivered by Buyer within ninety (90) days after the Closing Date (with a determination deadline of January 29, 2025), and to reque

Section 3.6 — Agreements, Waivers, Amendments, and Consents. Without limiting the generality of Section 3.1, the Sellers' Representative shall have full power and authority: (a) to negotiate, agree to, and execute any amendments, modifications, supplements, or waivers to the Purchase Agreement, the Escrow Agreement, or any other Transaction Document or ancillary agreement on behalf of all Sellers, in each case to the

Section 3.7 — Litigation and Dispute Resolution. Without limiting the generality of Section 3.1, the Sellers' Representative shall have full power and authority: (a) to commence, prosecute, defend, settle, or otherwise participate in any litigation, arbitration, mediation, or other dispute resolution proceeding arising out of or related to the Purchase Agreement, the Escrow Agreement, any other Transaction Document,

ARTICLE IV — RELIANCE BY THIRD PARTIES

Section 4.1 — Buyer's Right to Rely. Buyer and Parent shall be entitled to rely conclusively, without independent inquiry or investigation, on any action taken, decision made, consent or approval given, notice or instruction delivered, document executed, or agreement entered into by the Sellers' Representative as being the act of, and fully binding upon, each and every Seller. Any notice, request, demand, or other co

Section 4.2 — Escrow Agent's Right to Rely. Keystone Escrow Services, Inc., as Escrow Agent, shall be entitled to rely upon any instruction, notice, certificate, or other communication delivered by the Sellers' Representative as being duly authorized by all Sellers. The Escrow Agent shall have no obligation to verify the authority of the Sellers' Representative beyond the terms of this Agreement and the Escrow Agreem

Section 4.3 — Third Party Reliance Generally. No third party dealing with the Sellers' Representative in connection with the matters contemplated by this Agreement or the Purchase Agreement shall be required to verify, confirm, or otherwise investigate the authority of the Sellers' Representative or the validity of any action taken by the Sellers' Representative, and all such third parties may rely upon the authority

ARTICLE V — SELLERS' REPRESENTATIVE EXPENSE FUND AND COMPENSATION

Section 5.1 — Expense Fund. The Sellers' Representative shall be entitled to deduct and withhold from amounts otherwise distributable to the Sellers (including, without limitation, amounts received in respect of the Earnout, the release of escrow funds, and the Net Working Capital Adjustment) a reasonable reserve for anticipated expenses in connection with the performance of his duties hereunder (the "Expense Fund"),

Section 5.2 — No Compensation. The Sellers' Representative shall not receive any separate compensation, fee, retainer, or other remuneration for serving in such capacity, other than reimbursement of expenses from the Expense Fund as provided in Section 5.1.

Section 5.3 — Pro Rata Sharing. All expenses incurred by the Sellers' Representative in his capacity as such shall be shared by the Sellers on a pro rata basis based on each Seller's Pro Rata Share. Each Seller's Pro Rata Share shall be determined by dividing (i) the aggregate consideration attributable to such Seller (including common stock consideration and, in the case of option holders, option cancellation consid

ARTICLE VI — LIABILITY, INDEMNIFICATION, AND REPLACEMENT

Section 6.1 — Standard of Care; Limitation of Liability. The Sellers' Representative shall not be liable to any Seller for any act taken or omitted to be taken by the Sellers' Representative in good faith and in the reasonable exercise of the Sellers' Representative's judgment, including any act taken or omitted based upon the advice of legal counsel, accountants, or other professional advisors retained by the Seller

Section 6.2 — Indemnification of Sellers' Representative. Each Seller, severally and not jointly (in proportion to such Seller's Pro Rata Share), shall indemnify, defend, and hold harmless the Sellers' Representative from and against any and all losses, claims, damages, liabilities, obligations, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of, resulting from, or in connection wi

Section 6.3 — Resignation and Successor Appointment. (a) Resignation. The Sellers' Representative may resign at any time upon thirty (30) days' prior written notice delivered to Buyer and to each Seller at the addresses set forth in Exhibit A and Section 9.1. Such resignation shall become effective upon the earlier of (i) the appointment of a successor Sellers' Representative in accordance with Section 6.3(b) or (ii)

Section 6.4 — Death or Incapacity. In the event of the death or permanent incapacity of Dr. Marcus Ellsworth during the term of this Agreement, the provisions of Section 6.3 regarding successor appointment shall apply. For purposes of this Agreement, "permanent incapacity" shall mean the inability of the Sellers' Representative, by reason of physical or mental disability, to perform his duties hereunder for a continu

ARTICLE VII — JOINDER AND AGREEMENT OF SELLERS

Section 7.1 — Joinder. Each undersigned Seller, by executing this Agreement (whether on the signature pages hereto or on a counterpart joinder page in substantially the form set forth in Exhibit B), irrevocably joins in and agrees to be bound by all of the terms, provisions, and conditions of this Agreement. Each Seller acknowledges that the Sellers' Representative has the authority described in Article III and agree

Section 7.2 — Binding Effect on All Sellers. The terms of this Agreement are binding on all Sellers, and on their respective heirs, executors, administrators, legal representatives, successors, and assigns. Each Seller acknowledges and agrees that all Sellers, including option holders of the Company receiving option cancellation consideration under the Purchase Agreement, will be bound by the actions, decisions, agre

Section 7.3 — Irrevocability. The appointment of the Sellers' Representative and the authority granted herein are irrevocable and shall survive the Closing and continue in full force and effect until the latest of the following: (a) the final resolution of all indemnification claims (including any pending or threatened claims) under Article IX of the Purchase Agreement, including the exhaustion of all appeals and the

ARTICLE VIII — INFORMATION RIGHTS

Section 8.1 — Sellers' Representative Access to Information. Buyer shall provide to the Sellers' Representative, on a timely basis and in reasonable detail, such information as is reasonably necessary for the Sellers' Representative to perform his duties under this Agreement and the Purchase Agreement, including, without limitation: (a) information relating to the progress of the ArthroNav development program, includ

Section 8.2 — Sellers' Representative Reporting to Sellers. The Sellers' Representative shall provide periodic updates to the Sellers regarding material developments relating to post-closing matters, including, without limitation: (a) the progress of the ArthroNav development program and the status of Earnout Milestone achievement; (b) any indemnification claims asserted or threatened by Buyer or any other Buyer Inde

Section 9.1 — Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (a) by hand, (b) by nationally recognized overnight courier service, (c) by United States certified or registered mail, postage prepaid, return receipt requested, or (d) by email (with confirmation of receipt), address

Section 9.2 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.3 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Escrow Agreement, and the other Transaction Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. There are no

Section 9.4 — Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by (a) the Sellers' Representative, (b) Buyer, and (c) Sellers holding a majority of the aggregate consideration received by all Sellers (based on each Seller's Pro Rata Share). No amendment, modification, or supplement shall be effective unless it satisfies the foregoing requirements.

Section 9.5 — Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, email (including portable document format (.pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the Uniform Electronic Trans

Section 9.6 — Severability. If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions shall be construed and enforced as if such invalid, illegal,

Section 9.7 — No Third-Party Beneficiaries. Except as expressly provided herein with respect to Buyer's and Parent's right to rely on the actions of the Sellers' Representative (as set forth in Section 4.1) and the Escrow Agent's right to rely on the instructions of the Sellers' Representative (as set forth in Section 4.2), this Agreement is not intended to, and shall not, confer upon any person other than the partie

Section 9.8 — Waiver. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver shall be effective unless it is set forth in a written instrument duly exec

Section 9.9 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.8 of the Purchase Agreement, which provisions are hereby incorporated by reference. Without limiting the foregoing, each party hereby irrevocably submits to the

1. Irrevocably appoints Dr. Marcus Ellsworth (or any successor appointed pursuant to Section 6.3 of the Agreement) as the Sellers' Representative, with all of the rights, powers, authority, and obligations set forth in the Agreement and the Purchase Agreement;

2. Agrees to be bound by all terms, provisions, and conditions of the Agreement as if the undersigned were an original signatory thereto;

3. Ratifies and confirms all actions heretofore taken by the Sellers' Representative in connection with the Purchase Agreement and the transactions contemplated thereby;

4. Acknowledges that the Sellers' Representative has the authority described in Article III of the Agreement and agrees to be bound by all actions taken by the Sellers' Representative within the scope of such authority; and

5. Confirms that the undersigned holds the shares of common stock and/or vested options set forth below. Shares of Common Stock Held: ________ Vested Options Held (number of shares subject to vested options): ________ Exercise Price of Options: ________ Address for Notice Purposes: ________________________________________ ________________________________________ ________________________________________ Email: _______