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OFFICERS' CERTIFICATE

Delivered Pursuant to Section 7(g) of the Underwriting Agreement dated March 2, 2023

Closing Date: March 21, 2023

Delivered by

Dr. Cormac Tierney, Chief Executive Officer & Co-Founder and Ronan McBride, Chief Financial Officer

SOLSTICE BIOMEDICAL DEVICES LIMITED a private company limited by shares incorporated in Ireland

KEYSTONE MERCER & CO., LLC as Representative of the Several Underwriters

In Connection with the Initial Public Offering of American Depositary Shares of Solstice Biomedical Devices Limited

Registration Statement on Form S-1 (File No. 333-268514)

RECITALS

Reference is hereby made to the Underwriting Agreement dated as of March 2, 2023 (the "Underwriting Agreement"), by and among Solstice Biomedical Devices Limited, a private company limited by shares duly incorporated and validly existing under the laws of Ireland pursuant to the Companies Act 2014 (CRO No. 587412), with its registered office at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland (the "Company"), and Keystone Mercer & Co., LLC, a Delaware limited liability company, acting as representative (the "Representative") of the several underwriters named in Schedule I to the Underwriting Agreement (collectively, the "Underwriters"), which Underwriters include, in addition to the Representative, Ridgeline Capital Markets, Inc. and Broadleaf Partners LLC.

This Officers' Certificate (this "Certificate") is delivered pursuant to Section 7(g) of the Underwriting Agreement as a condition precedent to the obligations of the Underwriters to purchase and pay for the Firm ADSs (as defined below) and, to the extent the overallotment option has been exercised, the Option ADSs (as defined below) at the Closing (as defined in the Underwriting Agreement). The delivery of this Certificate on the Closing Date constitutes a material inducement to the Underwriters to consummate the transactions contemplated by the Underwriting Agreement, and the Underwriters are expressly entitled to rely upon the certifications, representations, and confirmations set forth herein.

The "Closing Date" for purposes of this Certificate is March 21, 2023. The parties to the Underwriting Agreement acknowledge that the original expected closing date was March 7, 2023, and that the actual Closing Date has been extended to March 21, 2023 (reflecting a T+10 settlement cycle) due to the operational mechanics associated with the issuance of American Depositary Shares through the Depositary (as defined below) and the transfer of underlying ordinary shares to the custodian designated by the Depositary in Ireland. Such extension of the Closing Date was effectuated by mutual written agreement of the Company and the Representative, and all references in the Underwriting Agreement to the Closing Date shall be deemed to refer to March 21, 2023.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Underwriting Agreement. In the event of any conflict between the definitions set forth in this Certificate and those set forth in the Underwriting Agreement, the definitions in the Underwriting Agreement shall control.

The undersigned, Dr. Cormac Tierney, in his capacity as Chief Executive Officer and Co-Founder of the Company, and Ronan McBride, in his capacity as Chief Financial Officer of the Company, each being duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company, hereby certify as follows:

Section 1. Definitions and Interpretive Provisions

For purposes of this Certificate, the following terms shall have the meanings set forth below:

"Underwriting Agreement" means the Underwriting Agreement dated as of March 2, 2023, by and among the Company and the Underwriters, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. The Underwriting Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

"Registration Statement" means the Registration Statement on Form S-1 (File No. 333-268514) filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), as amended by Pre-Effective Amendment No. 1 filed on February 10, 2023 and Pre-Effective Amendment No. 2 filed on February 24, 2023, including all exhibits and schedules thereto, all documents incorporated by reference therein, and the information, if any, deemed to be a part thereof pursuant to Rule 430A under the Securities Act.

"Prospectus" means the final prospectus dated March 2, 2023, forming part of the Registration Statement, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on March 3, 2023, including all documents incorporated by reference therein, and any supplements or amendments thereto through and including the Closing Date.

"Effective Date" means February 28, 2023, the date on which the SEC declared the Registration Statement effective pursuant to the Securities Act.

"Pricing Date" means March 2, 2023, the date on which the public offering price of the ADSs was determined and the Underwriting Agreement was executed by the parties thereto.

"ADSs" means American Depositary Shares of the Company, each representing one (1) ordinary share of the Company, nominal value €0.01 per share, issued pursuant to the Deposit Agreement (as defined below), assigned CUSIP No. 83472R 109 and ISIN No. US83472R1095, and listed and approved for trading on the Nasdaq Global Market under the ticker symbol "SBDX."

"Firm ADSs" means 6,666,667 ADSs to be sold by the Company to the Underwriters at the Closing pursuant to the Underwriting Agreement, representing 6,666,667 newly issued ordinary shares of the Company deposited with the Depositary.

"Option ADSs" means up to 1,000,000 additional ADSs that the Company has granted the Underwriters an option to purchase, in whole or in part, at the public offering price less the underwriting discount, exercisable within thirty (30) days of the Pricing Date (i.e., on or before April 1, 2023), to cover overallotments, if any.

"Depositary" means Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, with its principal office at 500 Ross Street, Pittsburgh, Pennsylvania 15219, acting as depositary for the ADSs pursuant to the Deposit Agreement.

"Deposit Agreement" means the Deposit Agreement dated as of March 2, 2023, by and among the Company, the Depositary, and all holders and beneficial owners from time to time of ADSs, pursuant to which the ADSs are issued, as the same may be amended or supplemented from time to time in accordance with its terms.

"Public Offering Price" means $11.0769 per ADS (approximately $11.08 per ADS, as rounded for purposes of the Prospectus disclosure), resulting in aggregate gross proceeds to the Company of approximately $73,846,000 for the Firm ADSs (before deduction of the underwriting discount and estimated offering expenses) and aggregate gross proceeds of approximately $85,000,000 assuming the full exercise of the overallotment option with respect to all 1,000,000 Option ADSs.

"Underwriting discount" means the discount of 6.5% of the Public Offering Price payable to the Underwriters, representing aggregate underwriting compensation of approximately $5,525,000 (assuming full exercise of the overallotment option), as set forth in the Underwriting Agreement.

Unless the context otherwise requires, references to "Sections" are to sections of this Certificate, references to "the Company" include the Company and its subsidiary on a consolidated basis where the context so requires, and the words "herein," "hereof," "hereunder," and words of similar import refer to this Certificate as a whole and not to any particular provision hereof.

Section 2. Certification of Representations and Warranties

Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

(a) The representations and warranties of the Company set forth in Section 3 of the Underwriting Agreement are true, correct, and complete in all material respects as of the date of the Underwriting Agreement (March 2, 2023) and as of the Closing Date (March 21, 2023), with the same force and effect as though expressly made on and as of the Closing Date, except for those representations and warranties that by their terms speak as of a specific date or period, which representations and warranties are true, correct, and complete in all material respects as of such specified date or for such specified period. For the avoidance of doubt, any representation or warranty that is qualified by materiality, material adverse effect, or similar qualifications is true and correct in all respects (giving effect to such qualification). No event or circumstance has occurred since the date of the Underwriting Agreement that would cause any such representation or warranty to be untrue or incorrect in any material respect as of the Closing Date.

(b) Without limiting the generality of the foregoing certification in clause (a) above, the undersigned officers hereby specifically certify that the following representations and warranties of the Company, among others, are true and correct in all material respects as of the Closing Date:

(i) Due Incorporation and Valid Existence of the Company. The Company has been duly incorporated and is validly existing as a private company limited by shares under the laws of Ireland pursuant to the Companies Act 2014 (as amended) and the Companies (Amendment) Act 2019. The Company is registered with the Companies Registration Office of Ireland under CRO No. 587412. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement and the Prospectus. The Company is duly qualified or licensed to do business and is in good standing (or the equivalent thereof under applicable law) in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement).

(ii) Due Incorporation and Valid Existence of the Subsidiary. Solstice Surgical Inc., a corporation organized and existing under the laws of the State of Delaware, Employer Identification Number 87-4231568, with its principal office at 200 West Adams Street, Suite 1100, Chicago, Illinois 60606, is the only direct or indirect subsidiary of the Company. Solstice Surgical Inc. has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. Solstice Surgical Inc. has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement and the Prospectus. All of the issued and outstanding equity interests of Solstice Surgical Inc. are owned of record and beneficially by the Company, free and clear of any liens, encumbrances, equities, claims, security interests, voting agreements, or other defects of title whatsoever.

(iii) Corporate Power and Authority; Due Authorization. The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Underwriting Agreement, the Deposit Agreement, and the Registration Rights Agreement dated as of March 2, 2023 (the "Registration Rights Agreement"), and to consummate the transactions contemplated by each such agreement, including the issuance and sale of the Firm ADSs and the Option ADSs (and the ordinary shares represented thereby). The execution, delivery, and performance by the Company of each such agreement, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including approval by the Board of Directors of the Company and, to the extent required, by the shareholders of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of the Underwriting Agreement, the Deposit Agreement, or the Registration Rights Agreement.

(iv) Authorized and Outstanding Share Capital. The authorized share capital of the Company consists of 100,000,000 ordinary shares, nominal value €0.01 per share, as set forth in the Company's amended memorandum and articles of association adopted by special resolution on February 15, 2023 and filed with the Companies Registration Office on February 17, 2023. Immediately prior to the closing of the IPO, there were 28,000,000 ordinary shares issued and outstanding. Upon the closing of the sale of the Firm ADSs and the full exercise of the overallotment option with respect to the Option ADSs, there will be up to 35,666,667 ordinary shares issued and outstanding (being 28,000,000 pre-IPO shares plus 6,666,667 shares underlying the Firm ADSs plus 1,000,000 shares underlying the Option ADSs). No other shares of any class are authorized or outstanding. Except as described in the Registration Statement and the Prospectus, there are no outstanding options, warrants, rights to subscribe for, calls, commitments, or agreements of any character to which the Company or its subsidiary is a party or by which either is bound relating to the issuance, sale, or transfer of any equity securities of the Company or its subsidiary, other than (A) the equity incentive plan described in the Prospectus under "Executive Compensation" and (B) the overallotment option granted to the Underwriters pursuant to the Underwriting Agreement.

(v) Valid Issuance of Shares. The ordinary shares underlying the Firm ADSs and, upon exercise of the overallotment option, the ordinary shares underlying the Option ADSs have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the Underwriting Agreement and the deposit thereof with the custodian for the Depositary in accordance with the Deposit Agreement, will be validly issued, fully paid, and non-assessable. The issuance of such ordinary shares is not subject to any preemptive rights, rights of first refusal, or similar rights of any shareholder of the Company (such rights having been duly waived) and will not result in the triggering of any anti-dilution adjustments under any existing agreement or instrument.

(vi) Compliance of Registration Statement and Prospectus with the Securities Act. The Registration Statement on Form S-1 (File No. 333-268514) and the Prospectus comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, including, without limitation, Rules 400 through 498, Regulation S-K, and Regulation S-X. The Registration Statement was declared effective by the SEC on the Effective Date, and no post-effective amendment to the Registration Statement has become effective that would alter the compliance of the Registration Statement with the Securities Act. The Company has complied with all requests of the SEC for additional or supplemental information relating to the Registration Statement and the Prospectus.

(vii) Financial Statements. The financial statements (including the related notes, schedules, and supporting data) included in the Registration Statement and the Prospectus fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company and its consolidated subsidiary as of the respective dates thereof and for the respective periods covered thereby, and such financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2020 ("FY2020"), December 31, 2021 ("FY2021"), and December 31, 2022 ("FY2022") included in the Registration Statement and the Prospectus have been audited by Calderwood & Associates LLP, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"), with Patricia Yuen serving as the engagement partner, and their report thereon is included in the Registration Statement and the Prospectus. The summary and selected financial data included in the Registration Statement and the Prospectus are fairly presented in all material respects and have been compiled on a basis consistent with the audited financial statements.

(viii) Specific Financial Data. The audited consolidated financial statements of the Company for FY2022 reflect the following financial results, which are true, correct, and complete in all material respects:

• Revenue of $47,300,000 (representing revenue growth of approximately 34% from FY2021 revenue of $35,299,000 to FY2022);

• Gross margin of 68.2% (gross profit of approximately $32,259,000 on revenue of $47,300,000);

• Net loss of ($14,100,000) (compared to a net loss of ($18,700,000) for FY2021);

• Cash and cash equivalents of $11,800,000 as of December 31, 2022; and

• Total assets of $93,600,000 as of December 31, 2022.

The foregoing financial results are consistent with the financial statements included in the Registration Statement and the Prospectus and have not been restated or adjusted since the filing of the Registration Statement.

(ix) FDA Regulatory Status and CE Marking. The Company's products maintain the regulatory authorizations and approvals described in the Registration Statement and the Prospectus, including the following:

• The Company's NeuroPath™ Guided Navigation System received 510(k) clearance from the U.S. Food and Drug Administration (the "FDA") under 510(k) Number K211847, with a decision date of June 14, 2021. Such 510(k) clearance remains in full force and effect as of the Closing Date, and the Company is not aware of any pending or threatened action by the FDA to withdraw, suspend, or materially limit such clearance.

• The Company's OrthoSync™ Intraoperative Imaging Platform is the subject of an approved Investigational Device Exemption ("IDE") application, IDE No. G220035, approved by the FDA on September 2, 2022. The pivotal clinical trial under such IDE is currently enrolling patients at six (6) clinical sites in the United States, as described in the Prospectus. The Company is in compliance in all material respects with the terms and conditions of the IDE and all applicable FDA regulations governing the conduct of clinical trials.

• The NeuroPath™ Guided Navigation System has received a CE Mark under the European Union Medical Devices Directive (93/42/EEC), as supplemented by applicable transitional provisions under the Medical Devices Regulation (EU) 2017/745. Such CE Mark is valid through May 2025, and the Company is not aware of any pending or threatened action by any notified body or competent authority to withdraw, suspend, or materially limit such CE Mark.

The Company has not received any FDA warning letters, untitled letters, Form 483 observations, or similar communications from any regulatory authority that remain unresolved as of the Closing Date, except as disclosed in the Registration Statement and the Prospectus.

(x) Tax Compliance. The Company and Solstice Surgical Inc. have timely filed, or caused to be filed, all material tax returns required to be filed in all applicable jurisdictions, including Ireland and the United States, and all taxes shown to be due and payable on such returns have been paid, except where the failure to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is in compliance in all material respects with all applicable tax laws, including (A) Irish withholding tax obligations arising in connection with the issuance of ordinary shares to the Depositary and the payment of dividends or distributions, if any, (B) transfer pricing requirements under Section 835C of the Irish Taxes Consolidation Act 1997 and corresponding U.S. Treasury Regulations under Section 482 of the Internal Revenue Code of 1986, as amended, relating to the intercompany cost-plus services agreement between the Company and Solstice Surgical Inc. at a markup of 7.5%, and (C) all reporting and disclosure obligations with respect to the Company's status as a foreign private issuer under the Internal Revenue Code. The Company has not received any notice of assessment or proposed assessment from any taxing authority that remains unresolved, and there are no pending or, to the knowledge of the undersigned, threatened audits, investigations, or claims relating to material tax liabilities of the Company or its subsidiary.

(xi) No Undisclosed Related-Party Transactions or Material Contracts. There are no contracts, agreements, or transactions between or among the Company, its subsidiary, and any of their respective directors, officers, shareholders, or affiliates that are required to be disclosed in the Registration Statement or the Prospectus pursuant to Item 404 of Regulation S-K, Item 7.B of Form 20-F, or any other applicable requirement that have not been so disclosed. There are no material contracts (as defined in Item 601(b)(10) of Regulation S-K) to which the Company or its subsidiary is a party that have not been filed as exhibits to the Registration Statement or described in the Prospectus.

Section 3. Certification of Compliance with Conditions to Closing

Each of the undersigned officers hereby certifies, to the best of his knowledge, information, and belief, as follows:

(a) All conditions precedent to the obligations of the Underwriters to purchase and pay for the Firm ADSs and, to the extent the overallotment option has been exercised, the Option ADSs, as set forth in Section 7 of the Underwriting Agreement, that are required to be satisfied or complied with by the Company on or prior to the Closing Date have been duly satisfied or complied with in all material respects. No condition set forth in Section 7 of the Underwriting Agreement has been waived by the Representative or the Underwriters without the prior written consent of the Company.

(b) The Company has duly performed and complied with all of its covenants, agreements, and obligations under the Underwriting Agreement that are required to be performed or complied with by the Company on or prior to the Closing Date, including, without limitation, the delivery of all certificates, opinions, letters, and other documents required to be delivered by or on behalf of the Company at or prior to the Closing.

(c) The Registration Statement on Form S-1 (File No. 333-268514) became effective on February 28, 2023, under the Securities Act and remains in full force and effect as of the Closing Date. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or are pending before the SEC and, to the knowledge of the undersigned, no such proceedings have been threatened by the SEC. No notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of Form S-1 has been received by the Company. The Company has complied with all requests by the SEC for additional information with respect to the Registration Statement.

(d) No order, decree, judgment, or injunction of any court or governmental body or agency of competent jurisdiction has been issued, entered, or made, and no action, suit, investigation, or proceeding has been commenced, pending, or, to the knowledge of the undersigned, threatened, that would or could reasonably be expected to (i) prevent the issuance or sale of the Firm ADSs or the Option ADSs, (ii) prevent or restrict the consummation of any of the transactions contemplated by the Underwriting Agreement, the Deposit Agreement, or the Registration Rights Agreement, or (iii) result in a Material Adverse Effect.

(e) The ADSs have been approved for listing on the Nasdaq Global Market, operated by Nasdaq, Inc., under the ticker symbol "SBDX," and such listing approval remains in full force and effect as of the Closing Date. The Company has received written confirmation from Nasdaq that all listing requirements applicable to the initial listing of the ADSs have been satisfied, including the applicable requirements under Nasdaq Listing Rules 5505 and 5515, and no proceedings have been initiated or, to the knowledge of the undersigned, threatened to revoke, suspend, or delist the ADSs from trading on the Nasdaq Global Market.

(f) The Financial Industry Regulatory Authority, Inc. ("FINRA") has confirmed that it has raised no objection with respect to the fairness and reasonableness of the underwriting terms and arrangements set forth in the Underwriting Agreement, including the amount of the underwriting discount, the reimbursement of expenses, and any other compensation to be received by the Underwriters in connection with the offering. The Company has complied with all FINRA filing and disclosure requirements applicable to the offering, including the filing of required documents and information through the FINRA Public Offering System.

(g) All lock-up agreements required to be delivered to the Representative pursuant to Section 7(j) of the Underwriting Agreement have been duly executed and delivered by the required signatories and remain in full force and effect as of the Closing Date. The aggregate number of ordinary shares subject to such lock-up agreements is 23,480,000, representing approximately 83.9% of the 28,000,000 ordinary shares outstanding immediately prior to the IPO. The following is a summary of the principal lock-up signatories and the number of shares subject to their respective lock-up obligations:

(h) The lock-up period of one hundred eighty (180) days commenced on March 2, 2023, the date of the final Prospectus, and is scheduled to expire on August 29, 2023. During the lock-up period, each lock-up signatory has agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer any ordinary shares, ADSs, or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, subject to certain customary exceptions as set forth in the form of lock-up agreement attached as Exhibit A to the Underwriting Agreement. No lock-up signatory has requested, and the Representative has not granted, any early release or waiver from the lock-up obligations as of the Closing Date.

(i) The Deposit Agreement among the Company, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs has been duly and validly executed and delivered by each of the parties thereto and is in full force and effect as of the Closing Date. The Depositary has appointed a custodian in Ireland for the purpose of receiving ordinary shares deposited in connection with the issuance of ADSs, and such custodian arrangements are operative and functioning as contemplated by the Deposit Agreement.

(j) The Registration Rights Agreement dated as of March 2, 2023, by and among the Company and the holders party thereto, including Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P. (collectively, the "Investor Holders"), has been duly and validly executed and delivered by each of the parties thereto and is in full force and effect as of the Closing Date. Pursuant to the Registration Rights Agreement, the Investor Holders have been granted customary demand registration rights and piggyback registration rights, as more fully described in the Prospectus under "Description of Share Capital — Registration Rights Agreement."

(k) The directors' and officers' liability insurance program maintained by the Company with Ironclad Specialty Insurance Co. (as carrier), placed through Ashford Wren & Co. (as broker, with Lydia Carver, Senior Vice President, serving as the Company's primary broker contact), providing a primary layer of coverage with a limit of liability of $20,000,000 per claim and in the aggregate, was bound effective as of the Pricing Date (March 2, 2023) and remains in full force and effect as of the Closing Date. Such insurance coverage meets or exceeds the minimum insurance requirements set forth in the Underwriting Agreement and, in the opinion of the Company's management, provides coverage that is customary for a company of the Company's size and in the Company's industry in connection with an initial public offering.

(l) All necessary corporate filings have been duly and timely made with the Companies Registration Office of Ireland (CRO No. 587412), including, without limitation, the filing of (A) the amended memorandum and articles of association of the Company reflecting the increase in authorized share capital to 100,000,000 ordinary shares at a nominal value of €0.01 per share, as adopted by special resolution of the shareholders of the Company on February 15, 2023, (B) Form B2 (return of allotments) in connection with the issuance of the ordinary shares underlying the Firm ADSs, and (C) all annual returns and financial statements required to be filed under the Companies Act 2014. The Company is in compliance with all applicable filing and reporting obligations under Irish company law, and no filings that are required to have been made as of the Closing Date remain outstanding.

(m) The escrow arrangements with Northvale Fiduciary Services LLC (Angela Morse, Director), 1 Liberty Plaza, Suite 4200, New York, New York 10006, established pursuant to the Escrow Agreement dated as of March 2, 2023, among the Company, the Representative, and Northvale Fiduciary Services LLC (as escrow agent), are in place and fully operational for the receipt, custody, and disbursement of the IPO proceeds in accordance with the terms of the Escrow Agreement and the funds flow memorandum agreed upon by the parties. The escrow agent has confirmed its readiness to receive the gross proceeds of the offering and to disburse the net proceeds to the Company's designated account promptly following the Closing.

Section 4. Certification of No Material Adverse Change

Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

(a) Since December 31, 2022 (the date of the most recent audited financial statements of the Company included in the Registration Statement and the Prospectus for FY2022), there has not been any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business, properties, results of operations, or prospects of the Company and its subsidiary, Solstice Surgical Inc., taken as a whole, whether or not arising in the ordinary course of business. Without limiting the generality of the foregoing, since December 31, 2022, there has been no material adverse change in the Company's revenue, revenue growth rate, gross margins, operating expenses, cash position, or overall financial trajectory relative to the trends and results described in the Registration Statement and the Prospectus.

(b) Since the date of the most recent financial information included in the Prospectus (being the unaudited interim financial data as of and for the period ended December 31, 2022, as described in the Prospectus), there has been no material adverse change in the Company's financial condition or results of operations from those set forth in or contemplated by the Registration Statement and the Prospectus. The Company's business has continued to operate in the ordinary course consistent with past practice since such date, and no event or series of events has occurred that would reasonably be expected to result in a material adverse change.

(c) The Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, since December 31, 2022, except (i) as disclosed in the Registration Statement and the Prospectus, (ii) as contemplated by the Underwriting Agreement, the Deposit Agreement, or the Registration Rights Agreement, or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this certification, "material liabilities or obligations" includes, without limitation, any guarantee, indemnification, or assumption of obligation, any borrowing or incurrence of indebtedness in excess of $500,000, and any commitment to make capital expenditures in excess of $1,000,000.

Section 5. Certification Regarding the Registration Statement and the Prospectus

Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

(a) As of the Effective Date (February 28, 2023) and as of the Closing Date (March 21, 2023), the Registration Statement on Form S-1 (File No. 333-268514), including all amendments and supplements thereto through and including the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The undersigned officers have reviewed the Registration Statement and are not aware of any fact, circumstance, or development that would cause the Registration Statement to contain any such untrue statement or omission as of the Closing Date.

(b) The Prospectus dated March 2, 2023, as supplemented or amended through and including the Closing Date (including any supplements filed pursuant to Rule 424(b) under the Securities Act), does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The undersigned officers have reviewed the Prospectus and are not aware of any fact, circumstance, or development that would cause the Prospectus to contain any such untrue statement or omission as of the Closing Date. No event has occurred since the date of the Prospectus that would require the filing of a supplement to the Prospectus or a post-effective amendment to the Registration Statement that has not been so filed.

(c) The Company has not prepared, used, referred to, or distributed, directly or indirectly, any "free writing prospectus" (as defined in Rule 405 under the Securities Act) in connection with the offering, other than those listed in Schedule A to the Underwriting Agreement, each of which has been timely filed with the SEC pursuant to Rule 433 under the Securities Act to the extent required by such Rule. Each such free writing prospectus, as of its date and as supplemented by the Prospectus, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has retained in its records all free writing prospectuses that were not required to be filed with the SEC pursuant to Rule 433.

Section 6. Use of Proceeds Confirmation

The undersigned officers hereby confirm, on behalf of the Company, that the net proceeds of the offering will be applied in the manner and for the purposes described in the Prospectus under the caption "Use of Proceeds." Based on the Public Offering Price of $11.0769 per ADS and assuming the full exercise of the overallotment option with respect to all 1,000,000 Option ADSs, the estimated net proceeds of the offering are approximately $76,275,000, calculated as follows:

The Company intends to use such net proceeds as follows:

(i) Approximately 40%, or approximately $30,510,000, for the completion of the OrthoSync™ Intraoperative Imaging Platform pivotal clinical trial (IDE No. G220035), including patient enrollment, site management, data monitoring, and analysis costs across the six active U.S. clinical sites, and for the preparation and submission of the premarket approval (PMA) application to the FDA and corresponding regulatory submissions in the European Union and other jurisdictions;

(ii) Approximately 25%, or approximately $19,069,000, for commercial expansion activities in the United States and the European Union, including the hiring and training of additional sales and marketing personnel, the establishment of additional commercial infrastructure, and the expansion of the Company's distributor network for the NeuroPath™ Guided Navigation System;

(iii) Approximately 20%, or approximately $15,255,000, for research and development activities relating to the Company's next-generation navigation platforms, including platform software development, hardware engineering, and preclinical testing; and

(iv) Approximately 15%, or approximately $11,441,000, for working capital and general corporate purposes, which may include capital expenditures, potential acquisitions or licensing transactions, and other corporate needs.

The foregoing allocations represent the Company's current estimates and intentions as of the Closing Date and are subject to change as described in the Prospectus. The actual allocation of net proceeds may differ from the foregoing estimates based on business conditions, the progress of the Company's clinical programs, and other factors described in the Prospectus under "Risk Factors." Pending the use of net proceeds for the purposes described above, the Company intends to invest the net proceeds in short-term, investment-grade, interest-bearing instruments and deposit accounts.

Section 7. Funds Flow Certification

The undersigned officers hereby confirm, on behalf of the Company, the following with respect to the flow of funds in connection with the Closing:

(a) The gross proceeds of the offering in the amount of $85,000,000 (assuming full exercise of the overallotment option) are to be received by the Company through the escrow account established with Northvale Fiduciary Services LLC, 1 Liberty Plaza, Suite 4200, New York, New York 10006 (Angela Morse, Director), pursuant to the Escrow Agreement dated as of March 2, 2023. The net proceeds, after deduction of the underwriting discount and certain expenses payable from the escrow account, will be wired from such escrow account to the Company's designated bank account in accordance with the wire transfer instructions set forth in the funds flow memorandum agreed upon by the parties, a copy of which has been provided to each of the Representative and its counsel.

(b) The underwriting discount in the aggregate amount of $5,525,000 (representing 6.5% of the gross proceeds of $85,000,000, assuming full exercise of the overallotment option) has been deducted from the gross proceeds and is to be paid to the Underwriters through the Representative, Keystone Mercer & Co., LLC, 280 Park Avenue, 14th Floor, New York, New York 10017, for distribution to each of the Underwriters in proportion to the number of Firm ADSs and Option ADSs purchased by such Underwriter as set forth in Schedule I to the Underwriting Agreement. The allocation of the underwriting discount among the Representative and the other Underwriters shall be determined by the Representative in accordance with the terms of the agreement among underwriters entered into in connection with the offering.

(c) The total estimated offering expenses to be borne by the Company (exclusive of the underwriting discount) are approximately $3,200,000. Such expenses include, but are not limited to, the following:

• SEC registration and filing fees;

• Nasdaq Global Market initial listing fee;

• FINRA filing fee;

• Printing and EDGAR filing costs;

• Legal fees and disbursements of the Company's counsel, Calderwood & Harkness LLP;

• Accounting fees and expenses of Calderwood & Associates LLP;

• Fees and expenses of the Depositary, Meridian Trust Company, N.A.;

• Directors' and officers' liability insurance premium (initial year);

• Transfer agent and registrar fees;

• Blue sky filing fees and expenses;

• Road show expenses; and

• Miscellaneous expenses.

Such expenses have been paid or will be paid by the Company from the net proceeds of the offering or from the Company's existing cash resources, in each case as provided in the Underwriting Agreement. A detailed schedule of estimated offering expenses has been provided to the Representative and its counsel.

Section 8. Additional Certifications

The undersigned officers hereby further certify, on behalf of the Company and not in their individual capacity, as follows:

(a) Irish Corporate Filings. The Company has filed all reports, returns, and documents required to be filed with the Companies Registration Office of Ireland (CRO No. 587412) under the Companies Act 2014, including all annual returns (Form B1), financial statements, and notifications of changes in officers, directors, and registered office. The Company is in compliance with all applicable provisions of Irish company law and is not subject to any outstanding enforcement action, compliance notice, or strike-off proceeding by the Registrar of Companies in Ireland.

(b) Subsidiary Good Standing. Solstice Surgical Inc. (EIN 87-4231568) is in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware dated no earlier than five (5) business days prior to the Closing Date. Solstice Surgical Inc. has paid all franchise taxes and other fees required to maintain its good standing in the State of Delaware and in each other jurisdiction in which it is qualified to do business.

(c) Post-IPO Board Composition. The Board of Directors of the Company, as constituted as of the Closing Date, consists of seven (7) directors, of whom four (4) are independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The chairs of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board of Directors are each independent directors, and each such committee is comprised solely of independent directors, in compliance with the applicable Nasdaq listing standards and SEC rules. The composition of the Board of Directors and each of its committees is in compliance with all applicable corporate governance requirements of Nasdaq and the SEC, including the requirements relating to audit committee financial expertise, as described in the Registration Statement and the Prospectus.

(d) No Required Post-Effective Amendments. No event has occurred since the Effective Date that would require the Company to file a post-effective amendment to the Registration Statement under the Securities Act or the rules and regulations of the SEC thereunder that has not been so filed and declared effective. Without limiting the generality of the foregoing, the Company is not aware of any fact, circumstance, or development that would require the filing of a post-effective amendment to the Registration Statement to ensure that the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Section 9. Reliance; No Personal Liability

This Certificate is delivered by the undersigned officers on behalf of the Company and not in their individual capacities. Neither Dr. Cormac Tierney nor Ronan McBride shall have any personal liability to any Underwriter or any other person in connection with the certifications, representations, and confirmations set forth herein, except to the extent that any such personal liability may arise under applicable law by reason of fraud or willful misconduct.

The Underwriters, the Representative, and their respective counsel, including Pellwick Raine LLP (Harrison Blake, Partner), 51 West 52nd Street, New York, New York 10019, as counsel to the Representative and the Underwriters, are expressly entitled to rely upon the certifications, representations, and confirmations set forth in this Certificate in connection with the closing of the transactions contemplated by the Underwriting Agreement. Such reliance shall be deemed reasonable and shall constitute a material inducement to the Underwriters to consummate the purchase of the Firm ADSs and, to the extent the overallotment option has been exercised, the Option ADSs. The undersigned officers acknowledge that the Underwriters would not consummate the Closing but for the delivery of this Certificate and their reliance upon the matters certified herein.

The Company acknowledges that Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10174, as counsel to the Company, has assisted in the preparation of this Certificate. Notwithstanding the foregoing, the undersigned officers have independently reviewed the contents of this Certificate and take full responsibility, on behalf of the Company, for the accuracy and completeness of the certifications, representations, and confirmations set forth herein.

This Certificate may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or electronic transmission (including in .pdf format) shall be effective as delivery of a manually executed original counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned officers has executed this Officers' Certificate as of the date first written above, in his capacity as an officer of the Company and not in his individual capacity.

SOLSTICE BIOMEDICAL DEVICES LIMITED

By: ________

Name: Dr. Cormac Tierney

Title: Chief Executive Officer & Co-Founder

Date: March 21, 2023

SOLSTICE BIOMEDICAL DEVICES LIMITED

By: ________

Name: Ronan McBride

Title: Chief Financial Officer

Date: March 21, 2023

Prepared by:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10174

Attention: Theodore Langston, Partner

Natasha Forbes, Associate

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

Lock-Up Signatory	Position / Relationship	Shares Subject to Lock-Up	% of Pre-IPO Shares
Dr. Cormac Tierney	CEO & Co-Founder	4,200,000	15.0%
Dr. Siobhán Kelleher	CTO & Co-Founder	3,360,000	12.0%
Ronan McBride	Chief Financial Officer	840,000	3.0%
Declan Whitfield	Board Chair	700,000	2.5%
Greystone Ventures Fund III, L.P.	Institutional Investor	5,600,000	20.0%
Pinnacle Health Innovation Fund, L.P.	Institutional Investor	4,480,000	16.0%
Elkridge Growth Partners II, L.P.	Institutional Investor	2,800,000	10.0%
Other insiders and affiliates	Various	1,500,000	5.4%
Total	23,480,000	83.9%
Component	Amount
Gross proceeds (7,666,667 ADSs × $11.0769)	$85,000,000
Less: Underwriting discount (6.5%)	($5,525,000)
Less: Estimated offering expenses	($3,200,000)
Estimated net proceeds	$76,275,000

OFFICERS' CERTIFICATE
Delivered Pursuant to Section 7(g) of the Underwriting Agreement dated March 2, 2023
Closing Date: March 21, 2023
Delivered by
Dr. Cormac Tierney, Chief Executive Officer & Co-Founder and Ronan McBride, Chief Financial Officer
of
SOLSTICE BIOMEDICAL DEVICES LIMITED a private company limited by shares incorporated in Ireland
to
KEYSTONE MERCER & CO., LLC as Representative of the Several Underwriters
In Connection with the Initial Public Offering of American Depositary Shares of Solstice Biomedical Devices Limited
Registration Statement on Form S-1 (File No. 333-268514)
RECITALS
Reference is hereby made to the Underwriting Agreement dated as of March 2, 2023 (the "Underwriting Agreement"), by and among Solstice Biomedical Devices Limited, a private company limited by shares duly incorporated and validly existing under the laws of Ireland pursuant to the Companies Act 2014 (CRO No. 587412), with its registered office at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland (the "Company"), and Keystone Mercer & Co., LLC, a Delaware limited liability company, acting as representative (the "Representative") of the several underwriters named in Schedule I to the Underwriting Agreement (collectively, the "Underwriters"), which Underwriters include, in addition to the Representative, Ridgeline Capital Markets, Inc. and Broadleaf Partners LLC.
This Officers' Certificate (this "Certificate") is delivered pursuant to Section 7(g) of the Underwriting Agreement as a condition precedent to the obligations of the Underwriters to purchase and pay for the Firm ADSs (as defined below) and, to the extent the overallotment option has been exercised, the Option ADSs (as defined below) at the Closing (as defined in the Underwriting Agreement). The delivery of this Certificate on the Closing Date constitutes a material inducement to the Underwriters to consummate the transactions contemplated by the Underwriting Agreement, and the Underwriters are expressly entitled to rely upon the certifications, representations, and confirmations set forth herein.
The "Closing Date" for purposes of this Certificate is March 21, 2023. The parties to the Underwriting Agreement acknowledge that the original expected closing date was March 7, 2023, and that the actual Closing Date has been extended to March 21, 2023 (reflecting a T+10 settlement cycle) due to the operational mechanics associated with the issuance of American Depositary Shares through the Depositary (as defined below) and the transfer of underlying ordinary shares to the custodian designated by the Depositary in Ireland. Such extension of the Closing Date was effectuated by mutual written agreement of the Company and the Representative, and all references in the Underwriting Agreement to the Closing Date shall be deemed to refer to March 21, 2023.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Underwriting Agreement. In the event of any conflict between the definitions set forth in this Certificate and those set forth in the Underwriting Agreement, the definitions in the Underwriting Agreement shall control.
The undersigned, Dr. Cormac Tierney, in his capacity as Chief Executive Officer and Co-Founder of the Company, and Ronan McBride, in his capacity as Chief Financial Officer of the Company, each being duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company, hereby certify as follows:
Section 1. Definitions and Interpretive Provisions
For purposes of this Certificate, the following terms shall have the meanings set forth below:
"Underwriting Agreement" means the Underwriting Agreement dated as of March 2, 2023, by and among the Company and the Underwriters, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. The Underwriting Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.
"Registration Statement" means the Registration Statement on Form S-1 (File No. 333-268514) filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), as amended by Pre-Effective Amendment No. 1 filed on February 10, 2023 and Pre-Effective Amendment No. 2 filed on February 24, 2023, including all exhibits and schedules thereto, all documents incorporated by reference therein, and the information, if any, deemed to be a part thereof pursuant to Rule 430A under the Securities Act.
"Prospectus" means the final prospectus dated March 2, 2023, forming part of the Registration Statement, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on March 3, 2023, including all documents incorporated by reference therein, and any supplements or amendments thereto through and including the Closing Date.
"Effective Date" means February 28, 2023, the date on which the SEC declared the Registration Statement effective pursuant to the Securities Act.
"Pricing Date" means March 2, 2023, the date on which the public offering price of the ADSs was determined and the Underwriting Agreement was executed by the parties thereto.
"ADSs" means American Depositary Shares of the Company, each representing one (1) ordinary share of the Company, nominal value €0.01 per share, issued pursuant to the Deposit Agreement (as defined below), assigned CUSIP No. 83472R 109 and ISIN No. US83472R1095, and listed and approved for trading on the Nasdaq Global Market under the ticker symbol "SBDX."
"Firm ADSs" means 6,666,667 ADSs to be sold by the Company to the Underwriters at the Closing pursuant to the Underwriting Agreement, representing 6,666,667 newly issued ordinary shares of the Company deposited with the Depositary.
"Option ADSs" means up to 1,000,000 additional ADSs that the Company has granted the Underwriters an option to purchase, in whole or in part, at the public offering price less the underwriting discount, exercisable within thirty (30) days of the Pricing Date (i.e., on or before April 1, 2023), to cover overallotments, if any.
"Depositary" means Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, with its principal office at 500 Ross Street, Pittsburgh, Pennsylvania 15219, acting as depositary for the ADSs pursuant to the Deposit Agreement.
"Deposit Agreement" means the Deposit Agreement dated as of March 2, 2023, by and among the Company, the Depositary, and all holders and beneficial owners from time to time of ADSs, pursuant to which the ADSs are issued, as the same may be amended or supplemented from time to time in accordance with its terms.
"Public Offering Price" means $11.0769 per ADS (approximately $11.08 per ADS, as rounded for purposes of the Prospectus disclosure), resulting in aggregate gross proceeds to the Company of approximately $73,846,000 for the Firm ADSs (before deduction of the underwriting discount and estimated offering expenses) and aggregate gross proceeds of approximately $85,000,000 assuming the full exercise of the overallotment option with respect to all 1,000,000 Option ADSs.
"Underwriting discount" means the discount of 6.5% of the Public Offering Price payable to the Underwriters, representing aggregate underwriting compensation of approximately $5,525,000 (assuming full exercise of the overallotment option), as set forth in the Underwriting Agreement.
Unless the context otherwise requires, references to "Sections" are to sections of this Certificate, references to "the Company" include the Company and its subsidiary on a consolidated basis where the context so requires, and the words "herein," "hereof," "hereunder," and words of similar import refer to this Certificate as a whole and not to any particular provision hereof.
Section 2. Certification of Representations and Warranties
Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows:
(a) The representations and warranties of the Company set forth in Section 3 of the Underwriting Agreement are true, correct, and complete in all material respects as of the date of the Underwriting Agreement (March 2, 2023) and as of the Closing Date (March 21, 2023), with the same force and effect as though expressly made on and as of the Closing Date, except for those representations and warranties that by their terms speak as of a specific date or period, which representations and warranties are true, correct, and complete in all material respects as of such specified date or for such specified period. For the avoidance of doubt, any representation or warranty that is qualified by materiality, material adverse effect, or similar qualifications is true and correct in all respects (giving effect to such qualification). No event or circumstance has occurred since the date of the Underwriting Agreement that would cause any such representation or warranty to be untrue or incorrect in any material respect as of the Closing Date.
(b) Without limiting the generality of the foregoing certification in clause (a) above, the undersigned officers hereby specifically certify that the following representations and warranties of the Company, among others, are true and correct in all material respects as of the Closing Date:
(i) Due Incorporation and Valid Existence of the Company. The Company has been duly incorporated and is validly existing as a private company limited by shares under the laws of Ireland pursuant to the Companies Act 2014 (as amended) and the Companies (Amendment) Act 2019. The Company is registered with the Companies Registration Office of Ireland under CRO No. 587412. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement and the Prospectus. The Company is duly qualified or licensed to do business and is in good standing (or the equivalent thereof under applicable law) in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement).
(ii) Due Incorporation and Valid Existence of the Subsidiary. Solstice Surgical Inc., a corporation organized and existing under the laws of the State of Delaware, Employer Identification Number 87-4231568, with its principal office at 200 West Adams Street, Suite 1100, Chicago, Illinois 60606, is the only direct or indirect subsidiary of the Company. Solstice Surgical Inc. has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. Solstice Surgical Inc. has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement and the Prospectus. All of the issued and outstanding equity interests of Solstice Surgical Inc. are owned of record and beneficially by the Company, free and clear of any liens, encumbrances, equities, claims, security interests, voting agreements, or other defects of title whatsoever.
(iii) Corporate Power and Authority; Due Authorization. The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Underwriting Agreement, the Deposit Agreement, and the Registration Rights Agreement dated as of March 2, 2023 (the "Registration Rights Agreement"), and to consummate the transactions contemplated by each such agreement, including the issuance and sale of the Firm ADSs and the Option ADSs (and the ordinary shares represented thereby). The execution, delivery, and performance by the Company of each such agreement, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including approval by the Board of Directors of the Company and, to the extent required, by the shareholders of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of the Underwriting Agreement, the Deposit Agreement, or the Registration Rights Agreement.
(iv) Authorized and Outstanding Share Capital. The authorized share capital of the Company consists of 100,000,000 ordinary shares, nominal value €0.01 per share, as set forth in the Company's amended memorandum and articles of association adopted by special resolution on February 15, 2023 and filed with the Companies Registration Office on February 17, 2023. Immediately prior to the closing of the IPO, there were 28,000,000 ordinary shares issued and outstanding. Upon the closing of the sale of the Firm ADSs and the full exercise of the overallotment option with respect to the Option ADSs, there will be up to 35,666,667 ordinary shares issued and outstanding (being 28,000,000 pre-IPO shares plus 6,666,667 shares underlying the Firm ADSs plus 1,000,000 shares underlying the Option ADSs). No other shares of any class are authorized or outstanding. Except as described in the Registration Statement and the Prospectus, there are no outstanding options, warrants, rights to subscribe for, calls, commitments, or agreements of any character to which the Company or its subsidiary is a party or by which either is bound relating to the issuance, sale, or transfer of any equity securities of the Company or its subsidiary, other than (A) the equity incentive plan described in the Prospectus under "Executive Compensation" and (B) the overallotment option granted to the Underwriters pursuant to the Underwriting Agreement.
(v) Valid Issuance of Shares. The ordinary shares underlying the Firm ADSs and, upon exercise of the overallotment option, the ordinary shares underlying the Option ADSs have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the Underwriting Agreement and the deposit thereof with the custodian for the Depositary in accordance with the Deposit Agreement, will be validly issued, fully paid, and non-assessable. The issuance of such ordinary shares is not subject to any preemptive rights, rights of first refusal, or similar rights of any shareholder of the Company (such rights having been duly waived) and will not result in the triggering of any anti-dilution adjustments under any existing agreement or instrument.
(vi) Compliance of Registration Statement and Prospectus with the Securities Act. The Registration Statement on Form S-1 (File No. 333-268514) and the Prospectus comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, including, without limitation, Rules 400 through 498, Regulation S-K, and Regulation S-X. The Registration Statement was declared effective by the SEC on the Effective Date, and no post-effective amendment to the Registration Statement has become effective that would alter the compliance of the Registration Statement with the Securities Act. The Company has complied with all requests of the SEC for additional or supplemental information relating to the Registration Statement and the Prospectus.
(vii) Financial Statements. The financial statements (including the related notes, schedules, and supporting data) included in the Registration Statement and the Prospectus fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company and its consolidated subsidiary as of the respective dates thereof and for the respective periods covered thereby, and such financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2020 ("FY2020"), December 31, 2021 ("FY2021"), and December 31, 2022 ("FY2022") included in the Registration Statement and the Prospectus have been audited by Calderwood & Associates LLP, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"), with Patricia Yuen serving as the engagement partner, and their report thereon is included in the Registration Statement and the Prospectus. The summary and selected financial data included in the Registration Statement and the Prospectus are fairly presented in all material respects and have been compiled on a basis consistent with the audited financial statements.
(viii) Specific Financial Data. The audited consolidated financial statements of the Company for FY2022 reflect the following financial results, which are true, correct, and complete in all material respects:
•  Revenue of $47,300,000 (representing revenue growth of approximately 34% from FY2021 revenue of $35,299,000 to FY2022);
•  Gross margin of 68.2% (gross profit of approximately $32,259,000 on revenue of $47,300,000);
•  Net loss of ($14,100,000) (compared to a net loss of ($18,700,000) for FY2021);
•  Cash and cash equivalents of $11,800,000 as of December 31, 2022; and
•  Total assets of $93,600,000 as of December 31, 2022.
The foregoing financial results are consistent with the financial statements included in the Registration Statement and the Prospectus and have not been restated or adjusted since the filing of the Registration Statement.
(ix) FDA Regulatory Status and CE Marking. The Company's products maintain the regulatory authorizations and approvals described in the Registration Statement and the Prospectus, including the following:
•  The Company's NeuroPath™ Guided Navigation System received 510(k) clearance from the U.S. Food and Drug Administration (the "FDA") under 510(k) Number K211847, with a decision date of June 14, 2021. Such 510(k) clearance remains in full force and effect as of the Closing Date, and the Company is not aware of any pending or threatened action by the FDA to withdraw, suspend, or materially limit such clearance.
•  The Company's OrthoSync™ Intraoperative Imaging Platform is the subject of an approved Investigational Device Exemption ("IDE") application, IDE No. G220035, approved by the FDA on September 2, 2022. The pivotal clinical trial under such IDE is currently enrolling patients at six (6) clinical sites in the United States, as described in the Prospectus. The Company is in compliance in all material respects with the terms and conditions of the IDE and all applicable FDA regulations governing the conduct of clinical trials.
•  The NeuroPath™ Guided Navigation System has received a CE Mark under the European Union Medical Devices Directive (93/42/EEC), as supplemented by applicable transitional provisions under the Medical Devices Regulation (EU) 2017/745. Such CE Mark is valid through May 2025, and the Company is not aware of any pending or threatened action by any notified body or competent authority to withdraw, suspend, or materially limit such CE Mark.
The Company has not received any FDA warning letters, untitled letters, Form 483 observations, or similar communications from any regulatory authority that remain unresolved as of the Closing Date, except as disclosed in the Registration Statement and the Prospectus.
(x) Tax Compliance. The Company and Solstice Surgical Inc. have timely filed, or caused to be filed, all material tax returns required to be filed in all applicable jurisdictions, including Ireland and the United States, and all taxes shown to be due and payable on such returns have been paid, except where the failure to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is in compliance in all material respects with all applicable tax laws, including (A) Irish withholding tax obligations arising in connection with the issuance of ordinary shares to the Depositary and the payment of dividends or distributions, if any, (B) transfer pricing requirements under Section 835C of the Irish Taxes Consolidation Act 1997 and corresponding U.S. Treasury Regulations under Section 482 of the Internal Revenue Code of 1986, as amended, relating to the intercompany cost-plus services agreement between the Company and Solstice Surgical Inc. at a markup of 7.5%, and (C) all reporting and disclosure obligations with respect to the Company's status as a foreign private issuer under the Internal Revenue Code. The Company has not received any notice of assessment or proposed assessment from any taxing authority that remains unresolved, and there are no pending or, to the knowledge of the undersigned, threatened audits, investigations, or claims relating to material tax liabilities of the Company or its subsidiary.
(xi) No Undisclosed Related-Party Transactions or Material Contracts. There are no contracts, agreements, or transactions between or among the Company, its subsidiary, and any of their respective directors, officers, shareholders, or affiliates that are required to be disclosed in the Registration Statement or the Prospectus pursuant to Item 404 of Regulation S-K, Item 7.B of Form 20-F, or any other applicable requirement that have not been so disclosed. There are no material contracts (as defined in Item 601(b)(10) of Regulation S-K) to which the Company or its subsidiary is a party that have not been filed as exhibits to the Registration Statement or described in the Prospectus.
Section 3. Certification of Compliance with Conditions to Closing
Each of the undersigned officers hereby certifies, to the best of his knowledge, information, and belief, as follows:
(a) All conditions precedent to the obligations of the Underwriters to purchase and pay for the Firm ADSs and, to the extent the overallotment option has been exercised, the Option ADSs, as set forth in Section 7 of the Underwriting Agreement, that are required to be satisfied or complied with by the Company on or prior to the Closing Date have been duly satisfied or complied with in all material respects. No condition set forth in Section 7 of the Underwriting Agreement has been waived by the Representative or the Underwriters without the prior written consent of the Company.
(b) The Company has duly performed and complied with all of its covenants, agreements, and obligations under the Underwriting Agreement that are required to be performed or complied with by the Company on or prior to the Closing Date, including, without limitation, the delivery of all certificates, opinions, letters, and other documents required to be delivered by or on behalf of the Company at or prior to the Closing.
(c) The Registration Statement on Form S-1 (File No. 333-268514) became effective on February 28, 2023, under the Securities Act and remains in full force and effect as of the Closing Date. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or are pending before the SEC and, to the knowledge of the undersigned, no such proceedings have been threatened by the SEC. No notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of Form S-1 has been received by the Company. The Company has complied with all requests by the SEC for additional information with respect to the Registration Statement.
(d) No order, decree, judgment, or injunction of any court or governmental body or agency of competent jurisdiction has been issued, entered, or made, and no action, suit, investigation, or proceeding has been commenced, pending, or, to the knowledge of the undersigned, threatened, that would or could reasonably be expected to (i) prevent the issuance or sale of the Firm ADSs or the Option ADSs, (ii) prevent or restrict the consummation of any of the transactions contemplated by the Underwriting Agreement, the Deposit Agreement, or the Registration Rights Agreement, or (iii) result in a Material Adverse Effect.
(e) The ADSs have been approved for listing on the Nasdaq Global Market, operated by Nasdaq, Inc., under the ticker symbol "SBDX," and such listing approval remains in full force and effect as of the Closing Date. The Company has received written confirmation from Nasdaq that all listing requirements applicable to the initial listing of the ADSs have been satisfied, including the applicable requirements under Nasdaq Listing Rules 5505 and 5515, and no proceedings have been initiated or, to the knowledge of the undersigned, threatened to revoke, suspend, or delist the ADSs from trading on the Nasdaq Global Market.
(f) The Financial Industry Regulatory Authority, Inc. ("FINRA") has confirmed that it has raised no objection with respect to the fairness and reasonableness of the underwriting terms and arrangements set forth in the Underwriting Agreement, including the amount of the underwriting discount, the reimbursement of expenses, and any other compensation to be received by the Underwriters in connection with the offering. The Company has complied with all FINRA filing and disclosure requirements applicable to the offering, including the filing of required documents and information through the FINRA Public Offering System.
(g) All lock-up agreements required to be delivered to the Representative pursuant to Section 7(j) of the Underwriting Agreement have been duly executed and delivered by the required signatories and remain in full force and effect as of the Closing Date. The aggregate number of ordinary shares subject to such lock-up agreements is 23,480,000, representing approximately 83.9% of the 28,000,000 ordinary shares outstanding immediately prior to the IPO. The following is a summary of the principal lock-up signatories and the number of shares subject to their respective lock-up obligations:
(h) The lock-up period of one hundred eighty (180) days commenced on March 2, 2023, the date of the final Prospectus, and is scheduled to expire on August 29, 2023. During the lock-up period, each lock-up signatory has agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer any ordinary shares, ADSs, or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, subject to certain customary exceptions as set forth in the form of lock-up agreement attached as Exhibit A to the Underwriting Agreement. No lock-up signatory has requested, and the Representative has not granted, any early release or waiver from the lock-up obligations as of the Closing Date.
(i) The Deposit Agreement among the Company, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs has been duly and validly executed and delivered by each of the parties thereto and is in full force and effect as of the Closing Date. The Depositary has appointed a custodian in Ireland for the purpose of receiving ordinary shares deposited in connection with the issuance of ADSs, and such custodian arrangements are operative and functioning as contemplated by the Deposit Agreement.
(j) The Registration Rights Agreement dated as of March 2, 2023, by and among the Company and the holders party thereto, including Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P. (collectively, the "Investor Holders"), has been duly and validly executed and delivered by each of the parties thereto and is in full force and effect as of the Closing Date. Pursuant to the Registration Rights Agreement, the Investor Holders have been granted customary demand registration rights and piggyback registration rights, as more fully described in the Prospectus under "Description of Share Capital — Registration Rights Agreement."
(k) The directors' and officers' liability insurance program maintained by the Company with Ironclad Specialty Insurance Co. (as carrier), placed through Ashford Wren & Co. (as broker, with Lydia Carver, Senior Vice President, serving as the Company's primary broker contact), providing a primary layer of coverage with a limit of liability of $20,000,000 per claim and in the aggregate, was bound effective as of the Pricing Date (March 2, 2023) and remains in full force and effect as of the Closing Date. Such insurance coverage meets or exceeds the minimum insurance requirements set forth in the Underwriting Agreement and, in the opinion of the Company's management, provides coverage that is customary for a company of the Company's size and in the Company's industry in connection with an initial public offering.
(l) All necessary corporate filings have been duly and timely made with the Companies Registration Office of Ireland (CRO No. 587412), including, without limitation, the filing of (A) the amended memorandum and articles of association of the Company reflecting the increase in authorized share capital to 100,000,000 ordinary shares at a nominal value of €0.01 per share, as adopted by special resolution of the shareholders of the Company on February 15, 2023, (B) Form B2 (return of allotments) in connection with the issuance of the ordinary shares underlying the Firm ADSs, and (C) all annual returns and financial statements required to be filed under the Companies Act 2014. The Company is in compliance with all applicable filing and reporting obligations under Irish company law, and no filings that are required to have been made as of the Closing Date remain outstanding.
(m) The escrow arrangements with Northvale Fiduciary Services LLC (Angela Morse, Director), 1 Liberty Plaza, Suite 4200, New York, New York 10006, established pursuant to the Escrow Agreement dated as of March 2, 2023, among the Company, the Representative, and Northvale Fiduciary Services LLC (as escrow agent), are in place and fully operational for the receipt, custody, and disbursement of the IPO proceeds in accordance with the terms of the Escrow Agreement and the funds flow memorandum agreed upon by the parties. The escrow agent has confirmed its readiness to receive the gross proceeds of the offering and to disburse the net proceeds to the Company's designated account promptly following the Closing.
Section 4. Certification of No Material Adverse Change
Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows:
(a) Since December 31, 2022 (the date of the most recent audited financial statements of the Company included in the Registration Statement and the Prospectus for FY2022), there has not been any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business, properties, results of operations, or prospects of the Company and its subsidiary, Solstice Surgical Inc., taken as a whole, whether or not arising in the ordinary course of business. Without limiting the generality of the foregoing, since December 31, 2022, there has been no material adverse change in the Company's revenue, revenue growth rate, gross margins, operating expenses, cash position, or overall financial trajectory relative to the trends and results described in the Registration Statement and the Prospectus.
(b) Since the date of the most recent financial information included in the Prospectus (being the unaudited interim financial data as of and for the period ended December 31, 2022, as described in the Prospectus), there has been no material adverse change in the Company's financial condition or results of operations from those set forth in or contemplated by the Registration Statement and the Prospectus. The Company's business has continued to operate in the ordinary course consistent with past practice since such date, and no event or series of events has occurred that would reasonably be expected to result in a material adverse change.
(c) The Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, since December 31, 2022, except (i) as disclosed in the Registration Statement and the Prospectus, (ii) as contemplated by the Underwriting Agreement, the Deposit Agreement, or the Registration Rights Agreement, or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this certification, "material liabilities or obligations" includes, without limitation, any guarantee, indemnification, or assumption of obligation, any borrowing or incurrence of indebtedness in excess of $500,000, and any commitment to make capital expenditures in excess of $1,000,000.
Section 5. Certification Regarding the Registration Statement and the Prospectus
Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows:
(a) As of the Effective Date (February 28, 2023) and as of the Closing Date (March 21, 2023), the Registration Statement on Form S-1 (File No. 333-268514), including all amendments and supplements thereto through and including the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The undersigned officers have reviewed the Registration Statement and are not aware of any fact, circumstance, or development that would cause the Registration Statement to contain any such untrue statement or omission as of the Closing Date.
(b) The Prospectus dated March 2, 2023, as supplemented or amended through and including the Closing Date (including any supplements filed pursuant to Rule 424(b) under the Securities Act), does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The undersigned officers have reviewed the Prospectus and are not aware of any fact, circumstance, or development that would cause the Prospectus to contain any such untrue statement or omission as of the Closing Date. No event has occurred since the date of the Prospectus that would require the filing of a supplement to the Prospectus or a post-effective amendment to the Registration Statement that has not been so filed.
(c) The Company has not prepared, used, referred to, or distributed, directly or indirectly, any "free writing prospectus" (as defined in Rule 405 under the Securities Act) in connection with the offering, other than those listed in Schedule A to the Underwriting Agreement, each of which has been timely filed with the SEC pursuant to Rule 433 under the Securities Act to the extent required by such Rule. Each such free writing prospectus, as of its date and as supplemented by the Prospectus, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has retained in its records all free writing prospectuses that were not required to be filed with the SEC pursuant to Rule 433.
Section 6. Use of Proceeds Confirmation
The undersigned officers hereby confirm, on behalf of the Company, that the net proceeds of the offering will be applied in the manner and for the purposes described in the Prospectus under the caption "Use of Proceeds." Based on the Public Offering Price of $11.0769 per ADS and assuming the full exercise of the overallotment option with respect to all 1,000,000 Option ADSs, the estimated net proceeds of the offering are approximately $76,275,000, calculated as follows:
The Company intends to use such net proceeds as follows:
(i) Approximately 40%, or approximately $30,510,000, for the completion of the OrthoSync™ Intraoperative Imaging Platform pivotal clinical trial (IDE No. G220035), including patient enrollment, site management, data monitoring, and analysis costs across the six active U.S. clinical sites, and for the preparation and submission of the premarket approval (PMA) application to the FDA and corresponding regulatory submissions in the European Union and other jurisdictions;
(ii) Approximately 25%, or approximately $19,069,000, for commercial expansion activities in the United States and the European Union, including the hiring and training of additional sales and marketing personnel, the establishment of additional commercial infrastructure, and the expansion of the Company's distributor network for the NeuroPath™ Guided Navigation System;
(iii) Approximately 20%, or approximately $15,255,000, for research and development activities relating to the Company's next-generation navigation platforms, including platform software development, hardware engineering, and preclinical testing; and
(iv) Approximately 15%, or approximately $11,441,000, for working capital and general corporate purposes, which may include capital expenditures, potential acquisitions or licensing transactions, and other corporate needs.
The foregoing allocations represent the Company's current estimates and intentions as of the Closing Date and are subject to change as described in the Prospectus. The actual allocation of net proceeds may differ from the foregoing estimates based on business conditions, the progress of the Company's clinical programs, and other factors described in the Prospectus under "Risk Factors." Pending the use of net proceeds for the purposes described above, the Company intends to invest the net proceeds in short-term, investment-grade, interest-bearing instruments and deposit accounts.
Section 7. Funds Flow Certification
The undersigned officers hereby confirm, on behalf of the Company, the following with respect to the flow of funds in connection with the Closing:
(a) The gross proceeds of the offering in the amount of $85,000,000 (assuming full exercise of the overallotment option) are to be received by the Company through the escrow account established with Northvale Fiduciary Services LLC, 1 Liberty Plaza, Suite 4200, New York, New York 10006 (Angela Morse, Director), pursuant to the Escrow Agreement dated as of March 2, 2023. The net proceeds, after deduction of the underwriting discount and certain expenses payable from the escrow account, will be wired from such escrow account to the Company's designated bank account in accordance with the wire transfer instructions set forth in the funds flow memorandum agreed upon by the parties, a copy of which has been provided to each of the Representative and its counsel.
(b) The underwriting discount in the aggregate amount of $5,525,000 (representing 6.5% of the gross proceeds of $85,000,000, assuming full exercise of the overallotment option) has been deducted from the gross proceeds and is to be paid to the Underwriters through the Representative, Keystone Mercer & Co., LLC, 280 Park Avenue, 14th Floor, New York, New York 10017, for distribution to each of the Underwriters in proportion to the number of Firm ADSs and Option ADSs purchased by such Underwriter as set forth in Schedule I to the Underwriting Agreement. The allocation of the underwriting discount among the Representative and the other Underwriters shall be determined by the Representative in accordance with the terms of the agreement among underwriters entered into in connection with the offering.
(c) The total estimated offering expenses to be borne by the Company (exclusive of the underwriting discount) are approximately $3,200,000. Such expenses include, but are not limited to, the following:
•  SEC registration and filing fees;
•  Nasdaq Global Market initial listing fee;
•  FINRA filing fee;
•  Printing and EDGAR filing costs;
•  Legal fees and disbursements of the Company's counsel, Calderwood & Harkness LLP;
•  Accounting fees and expenses of Calderwood & Associates LLP;
•  Fees and expenses of the Depositary, Meridian Trust Company, N.A.;
•  Directors' and officers' liability insurance premium (initial year);
•  Transfer agent and registrar fees;
•  Blue sky filing fees and expenses;
•  Road show expenses; and
•  Miscellaneous expenses.
Such expenses have been paid or will be paid by the Company from the net proceeds of the offering or from the Company's existing cash resources, in each case as provided in the Underwriting Agreement. A detailed schedule of estimated offering expenses has been provided to the Representative and its counsel.
Section 8. Additional Certifications
The undersigned officers hereby further certify, on behalf of the Company and not in their individual capacity, as follows:
(a) Irish Corporate Filings. The Company has filed all reports, returns, and documents required to be filed with the Companies Registration Office of Ireland (CRO No. 587412) under the Companies Act 2014, including all annual returns (Form B1), financial statements, and notifications of changes in officers, directors, and registered office. The Company is in compliance with all applicable provisions of Irish company law and is not subject to any outstanding enforcement action, compliance notice, or strike-off proceeding by the Registrar of Companies in Ireland.
(b) Subsidiary Good Standing. Solstice Surgical Inc. (EIN 87-4231568) is in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware dated no earlier than five (5) business days prior to the Closing Date. Solstice Surgical Inc. has paid all franchise taxes and other fees required to maintain its good standing in the State of Delaware and in each other jurisdiction in which it is qualified to do business.
(c) Post-IPO Board Composition. The Board of Directors of the Company, as constituted as of the Closing Date, consists of seven (7) directors, of whom four (4) are independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The chairs of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board of Directors are each independent directors, and each such committee is comprised solely of independent directors, in compliance with the applicable Nasdaq listing standards and SEC rules. The composition of the Board of Directors and each of its committees is in compliance with all applicable corporate governance requirements of Nasdaq and the SEC, including the requirements relating to audit committee financial expertise, as described in the Registration Statement and the Prospectus.
(d) No Required Post-Effective Amendments. No event has occurred since the Effective Date that would require the Company to file a post-effective amendment to the Registration Statement under the Securities Act or the rules and regulations of the SEC thereunder that has not been so filed and declared effective. Without limiting the generality of the foregoing, the Company is not aware of any fact, circumstance, or development that would require the filing of a post-effective amendment to the Registration Statement to ensure that the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Section 9. Reliance; No Personal Liability
This Certificate is delivered by the undersigned officers on behalf of the Company and not in their individual capacities. Neither Dr. Cormac Tierney nor Ronan McBride shall have any personal liability to any Underwriter or any other person in connection with the certifications, representations, and confirmations set forth herein, except to the extent that any such personal liability may arise under applicable law by reason of fraud or willful misconduct.
The Underwriters, the Representative, and their respective counsel, including Pellwick Raine LLP (Harrison Blake, Partner), 51 West 52nd Street, New York, New York 10019, as counsel to the Representative and the Underwriters, are expressly entitled to rely upon the certifications, representations, and confirmations set forth in this Certificate in connection with the closing of the transactions contemplated by the Underwriting Agreement. Such reliance shall be deemed reasonable and shall constitute a material inducement to the Underwriters to consummate the purchase of the Firm ADSs and, to the extent the overallotment option has been exercised, the Option ADSs. The undersigned officers acknowledge that the Underwriters would not consummate the Closing but for the delivery of this Certificate and their reliance upon the matters certified herein.
The Company acknowledges that Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10174, as counsel to the Company, has assisted in the preparation of this Certificate. Notwithstanding the foregoing, the undersigned officers have independently reviewed the contents of this Certificate and take full responsibility, on behalf of the Company, for the accuracy and completeness of the certifications, representations, and confirmations set forth herein.
This Certificate may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or electronic transmission (including in .pdf format) shall be effective as delivery of a manually executed original counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned officers has executed this Officers' Certificate as of the date first written above, in his capacity as an officer of the Company and not in his individual capacity.
SOLSTICE BIOMEDICAL DEVICES LIMITED
By: ________
Name: Dr. Cormac Tierney
Title: Chief Executive Officer & Co-Founder
Date: March 21, 2023
SOLSTICE BIOMEDICAL DEVICES LIMITED
By: ________
Name: Ronan McBride
Title: Chief Financial Officer
Date: March 21, 2023
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10174
Attention: Theodore Langston, Partner
Natasha Forbes, Associate
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Lock-Up Signatory | Position / Relationship | Shares Subject to Lock-Up | % of Pre-IPO Shares
Dr. Cormac Tierney | CEO & Co-Founder | 4,200,000 | 15.0%
Dr. Siobhán Kelleher | CTO & Co-Founder | 3,360,000 | 12.0%
Ronan McBride | Chief Financial Officer | 840,000 | 3.0%
Declan Whitfield | Board Chair | 700,000 | 2.5%
Greystone Ventures Fund III, L.P. | Institutional Investor | 5,600,000 | 20.0%
Pinnacle Health Innovation Fund, L.P. | Institutional Investor | 4,480,000 | 16.0%
Elkridge Growth Partners II, L.P. | Institutional Investor | 2,800,000 | 10.0%
Other insiders and affiliates | Various | 1,500,000 | 5.4%
Total | 23,480,000 | 83.9%
Component | Amount
Gross proceeds (7,666,667 ADSs × $11.0769) | $85,000,000
Less: Underwriting discount (6.5%) | ($5,525,000)
Less: Estimated offering expenses | ($3,200,000)
Estimated net proceeds | $76,275,000

OFFICERS' CERTIFICATE

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SOLSTICE BIOMEDICAL DEVICES LIMITED

SOLSTICE BIOMEDICAL DEVICES LIMITED

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