Contract analysis

1. Purpose of Memorandum This memorandum documents the completion of the firm's conflicts-of-interest check conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy (revised September 2023) and the New York Rules of Professional Conduct, Rules 1.7 and 1.10, in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") by Solstice Biomedical Devices Ltd. ("SBD" or the

2. Engagement Summary Client: Solstice Biomedical Devices Ltd., an Irish private company limited by shares incorporated under the Companies Act 2014, with Companies Registration Office ("CRO") Number 587241, and with its registered office at Unit 14, Corrib Technology Park, Headford Road, Galway, H91 XR72, Ireland. SBD is a medical device development and manufacturing company focused on minimally invasive surgical in

3. Entities and Persons Searched A comprehensive search of Calderwood & Harkness LLP's central conflicts management system ("IntegriCheck") was conducted on February 10–11, 2024, covering all parties, affiliates, related persons, key individuals, and third-party advisors associated with the proposed engagement. The search encompassed the full universe of entities and individuals identified in the engagement letter, t

4. Conflicts Database Search Methodology The conflicts clearance search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy (revised September 2023) and supplemented by the informal inquiry procedures described below. The specific steps taken were as follows: 4.1 Central Conflicts Management System Search. The Firm's central conflicts management system, IntegriCheck (version 14.2,

5. Search Results The results of the comprehensive conflicts search are set forth below. A printout of the IntegriCheck search results is attached hereto as Appendix A. 5.1 Solstice Biomedical Devices Ltd. and Affiliates (SBD, SMT Inc., SIP Holdings, MFH UC) Result: No prior or current representations were identified for any Solstice-branded entity, including Solstice Biomedical Devices Ltd., Solstice Medical Technol

6. Analysis of Potential Conflict Issues Although the search results described in Section 5 above did not reveal any direct conflicts of interest, the following potential conflict issues were identified and analyzed as part of the Firm's standard clearance process. 6.1 Intercompany Transaction — Multiple Entity Representation The proposed engagement involves the delivery of a tax opinion that touches on the interests

7. Conclusion and Clearance Based on the comprehensive search of the Firm's central conflicts management system (IntegriCheck), the supplementary cross-referencing against the Firm's Permanently blocked Parties List and Adverse Interest Register, the informal partner inquiries conducted with the Responsible Partner, Billing Partner, Practice Group Leaders for Corporate/M&A and Life Sciences, and the General Counsel's

8. Signature block Prepared by: ________________________________________ Leila Nazari Lead Associate, Tax Department Calderwood & Harkness LLP Date: February 11, 2024 Reviewed and Approved by: ________________________________________ Leonard Cross Partner, Tax Department Calderwood & Harkness LLP Date: February 11, 2024

9. Distribution This memorandum is distributed to the following individuals on a confidential and privileged basis:

1. Sylvia Hartwell, Responsible Partner, Tax Department

2. Leonard Cross, Billing Partner, Tax Department

3. Leila Nazari, Lead Associate, Tax Department

4. Robert Jansen, Working Associate, Tax Department

5. General Counsel / Conflicts Office (Margaret Townsend, Deputy General Counsel) — for retention in the Firm's central conflicts files No further distribution is authorized without the prior written approval of the Billing Partner or the General Counsel.

10. Attachments / Appendices The following appendices are referenced in this memorandum and are incorporated by reference: Appendix A: IntegriCheck conflicts database search printout — entity name, identifier, and individual name search results (dated February 10–11, 2024) Appendix B: Engagement letter between Calderwood & Harkness LLP and Solstice Biomedical Devices Ltd., dated February 9, 2024 (reference copy) Appe