Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm the terms on which we have been engaged by Solstice Biomedical Devices Ltd. ("Solstice," "SBD," or the "Company," CRO No. 587241) to provide US and cross-border tax advisory services as described more fully in this letter (this "Engagement Letter"). This Engagement Letter governs the engagement opened under

2. Scope of Engagement 2.1 Description of Services The Firm has been retained to prepare and deliver a should-level tax opinion letter (the "Opinion") addressing whether the proposed intercompany transfer of SBD's core intellectual property portfolio from Solstice Medical Technologies Inc. ("SMT Inc.," a Delaware C-corporation, EIN 84-3291507, Delaware File No. 7482916) to Solstice IP Holdings Designated Activity Com

3. Staffing The following C&H attorneys will be principally responsible for the conduct of this engagement: Sylvia Hartwell will have overall responsibility for the engagement and for the content and conclusions of the Opinion. Ms. Hartwell is a member of C&H's International Tax Group and has extensive experience advising multinational clients on cross-border IP transactions, GILTI and Subpart F planning, and tax tre

4. Fees and Billing Arrangements 4.1 Hourly Rates Services rendered in connection with this engagement will be billed on an hourly basis at C&H's standard 2024 blended rates, as follows: The foregoing rates reflect C&H's standard rates for 2024. While C&H's standard billing rates are generally subject to annual adjustment effective January 1 of each year, the rates stated above will remain in effect for the duration

5. Client Representations and Assumptions The Opinion will be based on, and will expressly rely upon, factual representations and information provided to us by the Company, its officers (including Dr. Cathal Morrissey, Founder and Chief Executive Officer, and Fiona Gallagher, Chief Financial Officer), and the Company's other professional advisors identified in Section 2.3 above. The accuracy and completeness of such

6. Confidentiality C&H will maintain the confidentiality of all information provided by the Company, its officers, directors, employees, and other professional advisors in connection with this engagement (collectively, "Confidential Information"), and will not disclose Confidential Information to any person or entity other than C&H attorneys and professionals working on the engagement, except as may be required by C&

7. Conflicts of Interest C&H has conducted a conflicts check in accordance with the Firm's standard conflict-of-interest review procedures. The conflicts check was completed on February 11, 2024, and included a review of the Firm's client and matter databases for any current or prior engagements involving any of the following parties to or participants in the proposed transaction: • Solstice Biomedical Devices Ltd. (

8. No Guarantee of Outcome; Tax Authority Challenge The Company understands and acknowledges that the Opinion represents C&H's professional judgment as to the proper treatment of the proposed transaction under existing law as of the date of the Opinion. The applicable legal authorities on which the Opinion will be based include, but are not limited to, the Internal Revenue Code of 1986, as amended, the Treasury Regul

9. Pinnacle Growth Equity Partners Approval The Company has informed C&H that, pursuant to the Shareholders' Agreement dated June 18, 2019 (as amended from time to time) among SBD, Pinnacle Growth Equity Partners Fund III, L.P. ("Pinnacle"), Morrissey Family Holdings Unlimited Company, and certain other shareholders of SBD, material intercompany transactions involving consideration in excess of €10,000,000 require th

10. Termination Either C&H or the Company may terminate this engagement at any time and for any reason (or for no reason) upon written notice to the other party. Written notice of termination may be delivered by email, courier, or registered mail to the addresses set forth herein (or such other address as may be designated by a party in writing). In the event of termination, the Company will remain responsible for th

11. Document Retention C&H will retain engagement files (including correspondence, memoranda, drafts, work papers, and the final Opinion) in accordance with the Firm's document retention policy, which generally provides for the retention of closed matter files for a period of not less than seven (7) years following the closure of the engagement. Upon the expiration of the retention period, C&H may, in its sole discre

12. Governing Law and Dispute Resolution This Engagement Letter, and any dispute, claim, or controversy arising out of, relating to, or in connection with this engagement or the services provided hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. An

13. Acceptance and Execution We are grateful for the opportunity to serve Solstice Biomedical Devices Ltd. in connection with this important matter. If the foregoing terms are acceptable to the Company, we kindly request that you confirm your agreement by signing and dating the enclosed duplicate copy of this Engagement Letter in the space provided below and returning it to C&H at the address set forth above, or by e