Contract analysis

I. ORGANIZATIONAL AND CORPORATE DOCUMENTS A. Group Structure and Organizational Charts

1. Please provide a current organizational chart of the Solstice Biomedical Devices Ltd. group depicting all direct and indirect subsidiaries, affiliates, and related entities, including, without limitation, the following: (a) Solstice Biomedical Devices Ltd. (Companies Registration Office ("CRO") No. 587241) — the Irish parent company; (b) Solstice Medical Technologies Inc. (Delaware Secretary of State File No. 7482

2. The organizational chart should clearly depict all ownership percentages and holding structures, including the interests of the following shareholders of SBD: (a) Pinnacle Growth Equity Partners Fund III, L.P. — holding a 62.3% equity stake in SBD, together with identification of its general partner, Pinnacle Growth Equity Advisors III LLC (Managing Partner: Jonathan Whitfield); (b) Morrissey Family Holdings Unlim

3. In addition, please provide both a pre-transaction organizational chart and a post-transaction organizational chart that clearly illustrate the migration of the intellectual property portfolio from SMT Inc. to SIP Holdings, together with the intercompany loan, equity contribution, license-back arrangement, cost-plus R&D services arrangement, and rest-of-world license agreements that form part of the Transaction. B

4. Certificate of incorporation for Solstice IP Holdings DAC, which we understand was incorporated on January 18, 2024, and assigned CRO No. 714538.

5. The constitution (memorandum and articles of association) of SIP Holdings, as adopted at the time of incorporation or as subsequently amended.

6. Details of the share capital of SIP Holdings, including confirmation that the authorized and issued share capital consists of €1,000 in ordinary shares, 100% of which are held by Solstice Biomedical Devices Ltd.

7. Board resolutions of SIP Holdings authorizing the acquisition of the IP portfolio from SMT Inc. and the entry into each of the intercompany agreements contemplated by the Transaction, including the IP Assignment Agreement, the License-Back Agreement, the rest-of-world license agreements, the Cost-Plus R&D Services Agreement, and the Intercompany Loan Agreement.

8. Confirmation of the registered office of SIP Holdings at Unit 14, Corrib Technology Park, Headford Road, Galway, H91 XR72, Ireland, together with any filings made with the CRO in connection with the establishment of the registered office. C. SMT Inc. Corporate Documents

9. Certificate of incorporation for Solstice Medical Technologies Inc. (Delaware File No. 7482916), together with any certificates of amendment, certificates of merger, or other amendments thereto.

10. A current certificate of good standing (or certificate of status) for SMT Inc. issued by the Delaware Secretary of State, dated no earlier than January 1, 2024.

11. Board resolutions of SMT Inc. authorizing the transfer of the IP portfolio to SIP Holdings and the entry into all related intercompany agreements, including the IP Assignment Agreement, the License-Back Agreement, and the Cost-Plus R&D Services Agreement. D. SBD Corporate Documents

12. Board resolutions of Solstice Biomedical Devices Ltd. approving the IP migration Transaction, including the IP transfer from SMT Inc. to SIP Holdings, the equity contribution of €16.7M to SIP Holdings, the intercompany loan of €180.0M to SIP Holdings, and all related intercompany agreements.

13. Evidence that Pinnacle Growth Equity Partners Fund III, L.P. has approved the Transaction, including any written consent, investment committee approval, or advisory board approval required for material intercompany transactions exceeding €10M, as we understand is required pursuant to the shareholder agreement or applicable governance provisions. If such approval was obtained from the investment committee of Pinna

14. Any additional shareholder consents, investor side-letter waivers, or governance approvals required in connection with the Transaction.

II. IP VALUATION AND TRANSFER PRICING DOCUMENTATION A. Whitmore Valuation Advisors LLC — Draft IP Valuation Report

15. A full and complete copy of the draft IP valuation report dated January 29, 2024, prepared by Whitmore Valuation Advisors LLC ("WVA") (project reference WVA-2023-1187; lead professional: Marcus Whitmore, ASA, Managing Director; address: 900 Third Avenue, 18th Floor, New York, NY 10022), including all appendices, schedules, exhibits, and supporting workpapers. We understand that the valuation date is December 31,

16. Detailed information regarding the valuation methodology employed, which we understand to be the income approach utilizing a discounted cash flow analysis, including: (a) The derivation of the weighted-average cost of capital ("WACC") of 13.5%, including all inputs, assumptions, and comparable company data used in determining the discount rate; (b) The determination of the remaining weighted-average useful life o

17. Any draft or final transfer-pricing benchmarking study prepared by WVA supporting the arm's-length nature of the royalty rate of 8.0% of net sales to be charged under the License-Back Agreement between SIP Holdings and SMT Inc.

18. WVA's intercompany debt pricing analysis supporting the arm's-length nature of the 3.75% per annum fixed interest rate on the €180.0M intercompany loan from SBD to SIP Holdings, including any comparable debt analyses, credit rating assessments for SIP Holdings, and spread analyses.

19. Rest-of-world royalty rate benchmarking analyses supporting the range of royalty rates of 4.0% to 6.5% of net sales by territory for the license agreements between SIP Holdings and SBD and/or other group entities outside North America. B. Arm's-Length Royalty Rate Documentation

20. The complete benchmarking analysis or comparable uncontrolled transaction ("CUT") study used to determine that the 8.0% royalty rate for the exclusive license-back from SIP Holdings to SMT Inc. for the North American territory satisfies the arm's-length standard under Section 482 of the Code and the Treasury Regulations promulgated thereunder.

21. A functional analysis and characterization of each entity's contributions with respect to the development, enhancement, maintenance, protection, and exploitation ("DEMPE") of the intellectual property, including a detailed description of: (a) The functions performed, assets used, and risks assumed by SMT Inc. in its capacity as the historical developer and current user of the IP; (b) The functions performed, asse

22. Documentation of the territory-specific royalty rates, ranging from 4.0% to 6.5% of net sales, for the rest-of-world license agreements between SIP Holdings and SBD and/or other group entities, including the basis for any differentiation in rates by territory and the value-added functions performed locally.

23. The projected Year 1 royalty stream under the US License-Back Agreement, which we understand to be approximately $15.136 million (based on projected SMT Inc. net sales of $189.2 million multiplied by the 8.0% royalty rate), together with any projections for subsequent years.

III. TRANSACTION AGREEMENTS (DRAFTS OR EXECUTED) We request copies of all intercompany agreements, whether in draft or executed form, relating to the Transaction. To the extent that any agreement is still in the process of being negotiated or finalized, please provide the most recent draft together with any term sheets, letters of intent, or summaries of material outstanding issues. A. IP Assignment Agreement

24. The draft or executed IP Assignment Agreement between Solstice Medical Technologies Inc. (as transferor) and Solstice IP Holdings DAC (as transferee), including all schedules and exhibits. We understand that the agreement provides for a purchase price of $214.5 million and that the IP being transferred includes: (a) Forty-seven (47) granted US utility patents; (b) Twelve (12) pending US patent applications; (c) A

25. Payment terms set forth in the IP Assignment Agreement, including the funding mechanism for the purchase price (which we understand to consist of a combination of the €180.0M intercompany loan from SBD to SIP Holdings and the €16.7M equity contribution from SBD to SIP Holdings). B. License-Back Agreement

26. The draft or executed exclusive License-Back Agreement between SIP Holdings (as licensor) and SMT Inc. (as licensee), including all schedules and exhibits. We request particular attention to the following provisions: (a) Territory: North America (United States and Canada, as we understand it); (b) Royalty Rate: 8.0% of net sales; (c) Definition of "Net Sales": The precise contractual definition, including any exc

27. Drafts or executed copies of all license agreements between SIP Holdings and SBD and/or other group entities for the exploitation of the IP outside North America, together with all schedules and exhibits. We understand that the royalty rates under these agreements range from 4.0% to 6.5% of net sales, depending on the territory and the value-added functions performed by the local licensee. Please provide: (a) A s

28. The draft or executed Cost-Plus R&D Services Agreement between SMT Inc. (as service provider) and SIP Holdings (as service recipient), including all schedules and exhibits. We request particular attention to the following: (a) Mark-up: Cost plus 8.0%; (b) Scope of Services: A detailed description of the research and development services to be performed by SMT Inc. on behalf of SIP Holdings, including the specific

29. The draft or executed intercompany loan facility agreement between SBD (as lender) and SIP Holdings (as borrower), including all schedules, exhibits, and any ancillary security or subordination documentation. We understand the material terms to be as follows: (a) Facility Amount: €180.0 million; (b) Interest Rate: 3.75% per annum (fixed); (c) Term: Ten (10) years, with a maturity date of March 1, 2034; (d) Annual

30. Documentation evidencing the €16.7 million shareholder capital contribution from SBD to SIP Holdings, which we understand represents the equity funding of the balance of the purchase price for the IP portfolio beyond the proceeds of the intercompany loan. This should include: (a) The board resolution or written consent of SBD approving the capital contribution; (b) The corresponding board resolution or written co

IV. US TAX AND FINANCIAL INFORMATION FOR SMT INC. A. Tax Returns and Basis Information

31. Complete copies of the federal income tax returns (IRS Form 1120) filed by Solstice Medical Technologies Inc. for fiscal years 2021, 2022, and 2023, including all schedules, attachments, and any amended returns.

32. Complete copies of the state income tax returns filed by SMT Inc. for the Commonwealth of Massachusetts and any other states in which SMT Inc. files income or franchise tax returns, for fiscal years 2021, 2022, and 2023.

33. A detailed schedule of the adjusted tax basis of SMT Inc. in each item of intellectual property included in the IP portfolio, as currently reflected on SMT Inc.'s books and records for federal income tax purposes. We understand the aggregate adjusted tax basis to be approximately $11.3 million, reflecting that the IP portfolio has been substantially fully amortized or expensed for US tax purposes.

34. Complete depreciation and amortization schedules for all IP assets included in the transfer, including Section 197 intangible amortization schedules, Section 174 research and experimental expenditure deductions, and any other relevant schedules.

35. A calculation of the built-in gain for purposes of Section 367(d) of the Code, which we understand to be approximately $203.2 million (calculated as the fair market value of $214.5 million minus the adjusted tax basis of $11.3 million).

36. Documentation of any prior Section 482 adjustments, transfer-pricing audits, or IRS correspondence involving SMT Inc. or any other member of the SBD group.

37. Copies of any gain recognition agreements previously filed by SMT Inc. or any related party under Section 367 of the Code and the Treasury Regulations thereunder. B. FY2023 Financial and Deduction Data

38. Confirmation of SMT Inc.'s FY2023 revenue of $189.2 million, which we understand represents approximately 50.1% of SBD's consolidated revenues (at the average exchange rate of €1.00 = $1.09 for FY2023).

39. A detailed schedule of SMT Inc.'s FY2023 total deductions of $174.8 million, which information is needed for purposes of calculating the base erosion percentage under Section 59A of the Code (the "BEAT"). This schedule should include a comprehensive breakdown of total deductions by category, including, without limitation: (a) Cost of goods sold; (b) Selling, general, and administrative expenses; (c) Research and

40. Identification and quantification of any existing base erosion payments (as defined in Section 59A(d) of the Code) included within the $174.8 million of total deductions, including any deductible payments made to foreign related parties (e.g., management fees, service charges, royalties, or interest payments to SBD or other non-US affiliates).

41. Confirmation of SMT Inc.'s employee headcount, which we understand to be approximately 580 employees as of December 31, 2023. C. GILTI and Subpart F Data

42. Qualified business asset investment ("QBAI") calculations for SIP Holdings, including a detailed schedule of all tangible depreciable property (if any) held by SIP Holdings, determined on an adjusted basis under the alternative depreciation system within the meaning of Section 951A(d)(1) of the Code and the Treasury Regulations thereunder.

43. Information regarding any existing Subpart F income inclusions (under Section 951 of the Code) for SBD group entities that are controlled foreign corporations within the meaning of Section 957.

44. Documentation of any prior GILTI high-tax exclusion elections made by SMT Inc. or any US shareholder of SBD group controlled foreign corporations under Treasury Regulation § 1.951A-2(c)(7).

V. SBD GROUP CONSOLIDATED FINANCIAL INFORMATION A. Audited Financial Statements

45. Complete copies of the audited consolidated financial statements of Solstice Biomedical Devices Ltd. for fiscal years 2021, 2022, and 2023, as prepared in accordance with International Financial Reporting Standards ("IFRS") and audited by Pemberton Hale LLP (lead audit partner: Aisling Brennan), including the independent auditor's report, balance sheet, income statement, statement of comprehensive income, stateme

46. We understand that FY2023 consolidated revenue was €347.6 million and that FY2023 consolidated EBITDA was approximately €78.4 million, representing an EBITDA margin of approximately 22.5%. Please confirm these figures and provide any reconciliation of EBITDA to operating income or net income.

47. Revenue and profitability breakdown by entity, geographic segment, and product line, with specific identification of revenues and operating margins attributable to the NaviPulse catheter guidance platform and the ClearVue intra-operative cardiac imaging system, respectively. B. Segment and Entity-Level Financials

48. Standalone (unconsolidated) financial statements for SMT Inc. for FY2023, including the income statement, balance sheet, and statement of cash flows, prepared in accordance with US GAAP or on such other basis as maintained by SMT Inc. for statutory or management reporting purposes.

49. Standalone financial statements or, if not yet available, pro forma financial projections for SIP Holdings for the period commencing on the Transaction effective date through the end of FY2024 and for at least FY2025 and FY2026.

50. Financial projections for SIP Holdings for at least five years following the Transaction, including: (a) Projected royalty income from all licensees (SMT Inc. and rest-of-world licensees); (b) Projected capital allowance deductions under Section 291A of the Taxes Consolidation Act 1997 ("TCA 1997") of approximately €13.12 million per year, based on an IP cost of approximately €196.8 million (being $214.5 million

51. Confirmation of the SBD group's worldwide employee headcount, which we understand to be approximately 1,640 employees.

52. A breakdown of employees by entity and jurisdiction, identifying the number of employees at SBD (Ireland), SMT Inc. (United States), SIP Holdings (Ireland), and any other group entity.

VI. INTELLECTUAL PROPERTY PORTFOLIO DETAILS A. Patent Schedule

53. A complete and detailed schedule of all forty-seven (47) granted US utility patents included in the IP portfolio to be transferred, including for each patent: (a) US patent number; (b) Title of the invention; (c) Filing date (and any priority dates); (d) Issue date; (e) Expiration date (including the effect of any patent term adjustments or extensions); (f) Named inventor(s); (g) Current assignee (which we unders

54. A complete and detailed schedule of all twelve (12) pending US patent applications included in the IP portfolio, including for each application: (a) US patent application number; (b) Title of the invention; (c) Filing date; (d) Current prosecution status (e.g., pending examination, office action outstanding, appeal, allowance); (e) Named inventor(s); and (f) Classification by product line.