Contract analysis

1. Introduction and Purpose Reference is made to the engagement letter dated February 9, 2024 (the "Engagement Letter"), by and between Solstice Biomedical Devices Ltd. ("SBD" or the "Company") and Calderwood & Harkness LLP ("C&H"), pursuant to which C&H has been retained to prepare a should-level tax opinion (the "Opinion") in connection with the matters described herein. This letter (the "Representations Letter") i

2. Representations Regarding the Entities 2.1 Solstice Biomedical Devices Ltd. SBD makes the following representations regarding its organization, operations, and ownership: (a) Full Legal Name. The full legal name of the entity is Solstice Biomedical Devices Ltd. (b) Entity Type. SBD is an Irish private company limited by shares, duly organized and validly existing under the laws of Ireland. (c) Jurisdiction of Inco

3. Representations Regarding the IP Portfolio 3.1 Description of the IP (a) The IP Portfolio that is the subject of the Transaction consists of the following assets: (i) Forty-seven (47) granted United States utility patents; (ii) Twelve (12) pending United States patent applications; (iii) Associated trade secrets, including but not limited to proprietary manufacturing processes, clinical data analyses, and device p

4. Representations Regarding the Transaction Structure 4.1 IP Purchase and Sale (a) Pursuant to the Transaction, SIP Holdings will acquire the entire IP Portfolio from SMT Inc. by means of an outright purchase and sale (the "IP Transfer"). The IP Transfer will be documented in a written IP Assignment Agreement between SMT Inc. (as assignor) and SIP Holdings (as assignee), a draft of which has been prepared by Dalton

5. Representations Regarding the Intercompany Loan SBD makes the following representations regarding the intercompany loan to be extended by SBD to SIP Holdings in connection with the funding of the Purchase Price: (a) Lender. The lender under the intercompany loan agreement is Solstice Biomedical Devices Ltd. (b) Borrower. The borrower under the intercompany loan agreement is Solstice IP Holdings Designated Activity

6. Representations Regarding Irish Substance and Management and Control of SIP Holdings SBD makes the following representations regarding the economic substance and management and control of SIP Holdings in Ireland: (a) SIP Holdings will have genuine economic substance in Ireland. Specifically: (i) The board of directors of SIP Holdings will consist of at least two (2) directors who are resident in Ireland for Irish

7. Representations Regarding Section 291A TCA 1997 (Irish Capital Allowances) SBD makes the following representations regarding the availability and intended claim of Irish capital allowances under Section 291A of the Taxes Consolidation Act 1997 (as amended) (the "TCA 1997"): (a) The IP Portfolio to be acquired by SIP Holdings from SMT Inc. constitutes "specified intangible assets" within the meaning of Section 291A

8. Representations Regarding the US-Ireland Income Tax Treaty SBD makes the following representations regarding the application of the Convention between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "Treaty") to the Transaction: (a) SIP Holdings is a "residen

9. Representations Regarding GILTI, Subpart F, and BEAT SBD makes the following representations and acknowledgments regarding the potential application of the Global Intangible Low-Taxed Income ("GILTI"), Subpart F, and Base Erosion and Anti-Abuse Tax ("BEAT") provisions of the Internal Revenue Code to the Transaction and the ongoing intercompany arrangements: (a) SBD understands that the royalty income earned by SIP

10. Representations Regarding Transfer Pricing Compliance SBD makes the following representations regarding transfer pricing compliance in connection with the Transaction: (a) The Purchase Price of $214.5 million for the IP Portfolio and the 8.0% royalty rate under the License-Back Agreement have been independently determined by WVA to satisfy the arm's-length standard under both (i) IRC § 482 and the Treasury Regula

11. General Representations SBD makes the following general representations and warranties: (a) No representation or warranty made by SBD, SMT Inc., or SIP Holdings in this Representations Letter contains any untrue statement of material fact or omits to state a material fact necessary in order to make the representations and statements contained herein not misleading in light of the circumstances under which they we

12. Acknowledgment and Reliance (a) SBD acknowledges that C&H will rely on the accuracy and completeness of the representations, warranties, and factual assumptions contained in this Representations Letter in rendering its should-level tax opinion regarding the Transaction. The Opinion will be issued on the express assumption that all such representations and factual assumptions are true, correct, and complete as of

13. Signatories The undersigned hereby certify that the representations, warranties, and factual assumptions set forth in this Representations Letter are true, correct, and complete in all material respects as of the date hereof, and hereby authorize Calderwood & Harkness LLP to rely upon the same in connection with the preparation and delivery of its should-level tax opinion regarding the Transaction. SOLSTICE BIOME

1. Draft IP Valuation Report prepared by Whitmore Valuation Advisors LLC, dated January 29, 2024 (project reference WVA-2023-1187)

2. Certificate of Incorporation of Solstice IP Holdings Designated Activity Company (CRO No. 714538, dated January 18, 2024)

3. Draft IP Assignment Agreement (Solstice Medical Technologies Inc. to Solstice IP Holdings DAC)

4. Draft License-Back Agreement (Solstice IP Holdings DAC to Solstice Medical Technologies Inc.)

5. Draft Cost-Plus R&D Services Agreement (Solstice Medical Technologies Inc. to Solstice IP Holdings DAC)

6. Intercompany Loan Term Sheet (€180.0 million, 3.75% fixed, 10-year term)

7. Solstice Medical Technologies Inc. FY2023 US Federal Income Tax Return (prepared by Lattimore & Stern CPAs LLP)

8. Solstice Biomedical Devices Ltd. Consolidated Financial Statements FY2023 (audited by Pemberton Hale LLP)

9. Organizational Chart of the SBD Group (showing Solstice Biomedical Devices Ltd., Solstice Medical Technologies Inc., Solstice IP Holdings DAC, and ownership by Pinnacle Growth Equity Partners Fund III, L.P. and Morrissey Family Holdings Unlimited Company)

10. Schedule of 47 Granted US Utility Patents and 12 Pending US Patent Applications comprising the IP Portfolio cc: Leila Nazari, Calderwood & Harkness LLP Leonard Cross, Calderwood & Harkness LLP Niamh O'Sullivan, Harrington & Cahill, Chartered Tax Advisors David Lattimore, Lattimore & Stern CPAs LLP