Contract analysis

1. Purpose of This Letter I am writing to you in my capacity as Billing Partner in the Tax Department of Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to confirm the formal closure of the above-referenced engagement, effective as of April 30, 2024 (engagement status: Closed — Completed). This letter serves as the Firm's official record of engagement closure and provides a summary of the scope, tea

2. Summary of Engagement Scope Calderwood & Harkness was engaged by SBD pursuant to the engagement letter dated February 9, 2024 (the "Engagement Letter"), countersigned by you on behalf of SBD on February 11, 2024, to deliver a should-level tax opinion regarding the proposed intercompany migration of SBD's intellectual property portfolio (the "IP Portfolio") from Solstice Medical Technologies Inc. ("SMT Inc."), a De

3. Summary of Tax Issues Addressed in the Opinion The Opinion addresses the following US federal income tax, treaty, and Irish tax issues at a should-level confidence (i.e., the relevant tax treatment "should" be sustained if challenged, reflecting a degree of confidence that is greater than "more likely than not" but less than "will"): 3.1 IRC § 367(d) — Outbound Transfer of Intangible Property The Opinion analyzes

4. Engagement Team The following Calderwood & Harkness professionals were assigned to this engagement: The engagement was formally opened in the Firm's matter management system on February 12, 2024, following receipt of the countersigned Engagement Letter and completion of the Firm's conflicts clearance and client intake procedures. The engagement is formally closed as of April 30, 2024.

5. Coordination with Other Advisors In connection with the engagement, Calderwood & Harkness coordinated with the following third-party professional advisors retained by SBD. The Firm's coordination with these advisors was necessary to ensure that the Opinion was rendered on a complete and accurate factual record, and that the US tax analysis was consistent with the Irish tax, corporate law, valuation, and audit work

6. Reliance and Limitations The Opinion dated April 26, 2024 is subject to the assumptions, qualifications, and limitations expressly set forth therein, including but not limited to the following: (a) Factual Assumptions and Representations. The Opinion relies upon the Factual Assumptions and Representations Letter dated March 8, 2024, signed by Fiona Gallagher, Chief Financial Officer, and Dr. Cathal Morrissey, Chie

7. Pinnacle GEP III Board Approval We note for completeness that the Opinion confirms that Pinnacle Growth Equity Partners Fund III, L.P. (Jonathan Whitfield, Managing Partner) obtained and documented board-level approval for the IP Migration Transaction in accordance with SBD's shareholders' agreement and corporate governance framework. This approval was required because the Transaction value of $214.5 million (appr

8. Future Developments and Continuing Matters Calderwood & Harkness's representation of SBD in connection with this matter has concluded as of the date of this letter. The Firm has no obligation to update the Opinion, supplement its analysis, or monitor changes in applicable law, regulations, treaties, administrative guidance, or judicial interpretations subsequent to April 26, 2024. Notwithstanding the foregoing, th

9. File Retention Policy In accordance with Calderwood & Harkness LLP's document retention policy (as set forth in Section 12 of the Engagement Letter), the Firm will retain the engagement file for this matter for a period of ten (10) years from the date of this letter — that is, through April 30, 2034 — after which the file may be destroyed or disposed of in accordance with the Firm's standard records management pro

10. Final Invoice A final invoice and fee summary for Matter No. 1037-00007 accompanies this letter under separate cover. The final invoice reflects professional fees and disbursements incurred through the close of the engagement on April 30, 2024. Total professional fees for the engagement are within the rate cap of $385,000, exclusive of disbursements, as specified in Section 7 of the Engagement Letter dated Februa

11. Acknowledgments and Closing On behalf of the entire Calderwood & Harkness team, I would like to express our sincere appreciation for the opportunity to serve Solstice Biomedical Devices Ltd. and its Board of Directors on this important and complex matter. It has been a privilege to work with you, Dr. Morrissey, and your broader advisory team on the IP Migration Transaction, and we are pleased that the engagement