1037-00001 · Client 1037 · Closing

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SECRETARY'S CERTIFICATE

SOLSTICE BIOMEDICAL DEVICES LIMITED

Delivered Pursuant to Section 7(h) of the Underwriting Agreement Dated as of March 2, 2023

Certificate of the Company Secretary of Solstice Biomedical Devices Limited, an Irish private company limited by shares (CRO No. 587412), with its registered office at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.

Delivered at the closing on March 21, 2023, in connection with the initial public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing one (1) ordinary share, nominal value €0.01 per share (the "Ordinary Shares"), of Solstice Biomedical Devices Limited (the "Company"), listed on the Nasdaq Global Market under the ticker symbol "SBDX."

Delivered to Keystone Mercer & Co., LLC, as representative of the several underwriters named in the Underwriting Agreement (as defined below).

Prepared by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10174, as issuer's counsel.

I. INTRODUCTORY CERTIFICATION AND RECITALS

A. Identity and Authority of the Company Secretary

I, the undersigned, Fiona Drennan, hereby certify that I am the duly appointed Company Secretary and General Counsel of Solstice Biomedical Devices Limited, an Irish private company limited by shares, registered with the Irish Companies Registration Office under registration number 587412 (the "Company"). I have held the position of Company Secretary continuously since November 3, 2019, including throughout all relevant periods during which the resolutions and other actions described herein and attached hereto as Exhibits were considered, deliberated upon, and adopted by the Board of Directors and the shareholders of the Company, respectively.

In my capacity as Company Secretary, I am the custodian of the statutory registers, minute books, constitutional documents, and corporate records of the Company. I am duly authorized under the Irish Companies Act 2014 (the "Companies Act"), and under the Memorandum and Articles of Association of the Company (the "Constitution"), to execute and deliver this Secretary's Certificate and to certify the accuracy and completeness of the documents annexed hereto. I make the certifications set forth herein based upon my personal knowledge, my review of the corporate records of the Company, and such other inquiries as I have deemed necessary or appropriate in the circumstances.

B. Purpose of the Certificate

This Secretary's Certificate (the "Certificate") is delivered pursuant to Section 7(h) of the Underwriting Agreement, dated as of March 2, 2023 (the "Underwriting Agreement"), among the Company and Keystone Mercer & Co., LLC ("Keystone Mercer"), acting as representative of the several underwriters named therein, including Keystone Mercer, Ridgeline Capital Markets, Inc. ("Ridgeline"), and Broadleaf Partners LLC ("Broadleaf" and, together with Keystone Mercer and Ridgeline, the "Underwriters"). Delivery of this Certificate is a condition precedent to the obligations of the Underwriters at the closing of the Offering, as set forth in Section 7 of the Underwriting Agreement.

The Offering is being conducted pursuant to a Registration Statement on Form S-1 (SEC File No. 333-268514) (the "Registration Statement"), as originally filed with the Securities and Exchange Commission (the "SEC") on February 17, 2023, and declared effective by the SEC on February 28, 2023, together with the final prospectus dated March 2, 2023 (the "Prospectus"), filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act").

The Offering consists of 6,666,667 firm ADSs (the "Firm ADSs"), together with up to 1,000,000 additional ADSs (the "Option ADSs") which the Underwriters have the option to purchase pursuant to the overallotment option granted by the Company under Section 2 of the Underwriting Agreement, exercisable for a period of thirty (30) days from the date of the Underwriting Agreement. Each ADS represents one (1) Ordinary Share. The public offering price is $11.0769 per ADS, resulting in aggregate gross proceeds to the Company of approximately $73,846,052 from the sale of the Firm ADSs and up to approximately $85,000,000 assuming full exercise of the overallotment option. The CUSIP number for the ADSs is 83472R 109.

C. Definitions. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, the following defined terms shall have the meanings set forth below:

"ADSs" means the American Depositary Shares, each representing one (1) Ordinary Share, issued pursuant to the Deposit Agreement.

"Companies Act" means the Irish Companies Act 2014, as amended.

"Constitution" means the Memorandum and Articles of Association of the Company, as amended and restated through the date hereof.

"CRO" means the Irish Companies Registration Office.

"Deposit Agreement" means the Deposit Agreement, dated as of March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs from time to time.

"Ordinary Shares" means the ordinary shares of the Company, nominal value €0.01 per share.

"Prospectus" means the final prospectus dated March 2, 2023, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of March 2, 2023, among the Company and certain pre-IPO shareholders named therein.

"Registration Statement" means the Registration Statement on Form S-1 (SEC File No. 333-268514), as amended through the date hereof, including all exhibits thereto and the documents incorporated by reference therein.

"Underwriting Agreement" has the meaning set forth in Section I.B above.

D. Certification Statement

I hereby certify, in my capacity as Company Secretary of the Company, that the documents attached hereto as Exhibit A (Resolutions of the Board of Directors), Exhibit B (Resolutions of the Shareholders), Exhibit C (Incumbency Certificate), and Exhibit D (Memorandum and Articles of Association) are true, correct, and complete copies of the originals thereof, as maintained in the corporate records and statutory registers of the Company. Each such document remains in full force and effect as of the date hereof without amendment, modification, supplement, rescission, or revocation, except as otherwise expressly noted herein.

II. EXHIBIT A — RESOLUTIONS OF THE BOARD OF DIRECTORS

EXHIBIT A

CERTIFIED TRUE COPY

RESOLUTIONS OF THE BOARD OF DIRECTORS

SOLSTICE BIOMEDICAL DEVICES LIMITED

Adopted at a Duly Convened Meeting on February 15, 2023

A. Preamble and Meeting Details

The following is a certified true and complete copy of the resolutions duly adopted by the Board of Directors (the "Board") of Solstice Biomedical Devices Limited at a meeting of the Board held on February 15, 2023 (the "Board Meeting"), commencing at 10:00 a.m. (Greenwich Mean Time), at the registered office of the Company, Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.

Notice of the Board Meeting was duly given to all directors in accordance with the Company's Constitution and the requirements of the Companies Act. A quorum of directors was present throughout the entirety of the meeting.

Directors Present:

1. Declan Whitfield — Board Chair; Independent Non-Executive Director

2. Dr. Cormac Tierney — Chief Executive Officer & Co-Founder; Executive Director

3. Dr. Siobhán Kelleher — Chief Technology Officer & Co-Founder; Executive Director

4. Margaret Calloway — Independent Non-Executive Director; Chair, Audit Committee

5. Dr. Rajiv Sundaram — Independent Non-Executive Director; Chair, Compensation Committee

6. Eoin Gallagher — Non-Executive Director

7. Claire Ashworth — Independent Non-Executive Director; Chair, Nominating and Corporate Governance Committee

All seven (7) members of the Board were present in person or by video conference, constituting a quorum under Article 14.3 of the Company's Articles of Association (which requires a majority of the Board to constitute a quorum). Four (4) of the seven (7) directors present are independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2).

Also Present (by Invitation):

• Ronan McBride, Chief Financial Officer

• Fiona Drennan, General Counsel & Company Secretary (acting as secretary of the meeting)

• Theodore Langston, Partner, Calderwood & Harkness LLP (issuer's counsel)

Declan Whitfield, as Board Chair, called the meeting to order and confirmed that proper notice had been provided and a quorum was present. The Company Secretary confirmed the same. The Board Chair noted that the purpose of the meeting was to consider and, if thought fit, approve certain resolutions in connection with the proposed initial public offering of American Depositary Shares of the Company on the Nasdaq Global Market. The Board Chair invited Theodore Langston to summarize the key terms of the Offering and the principal transaction documents for the Board's consideration, following which discussion ensued.

After careful deliberation and consideration of the matters presented, and upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

B. Resolution 1 — Authorization of the Initial Public Offering

RESOLVED, that the Board of Directors hereby approves and authorizes the initial public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing one (1) ordinary share of the Company, nominal value €0.01 per share (the "Ordinary Shares"), on the Nasdaq Global Market under the ticker symbol "SBDX," on the terms and conditions described in the Registration Statement on Form S-1 (SEC File No. 333-268514) and the Prospectus forming a part thereof;

FURTHER RESOLVED, that the Board hereby authorizes the issuance of up to 7,666,667 new Ordinary Shares of the Company, nominal value €0.01 per share, to be deposited with Meridian Trust Company, N.A., as depositary (the "Depositary"), under the Deposit Agreement (as defined below), in exchange for the issuance of a corresponding number of ADSs to purchasers in the Offering, such new Ordinary Shares to be comprised of:

(a) 6,666,667 Ordinary Shares underlying the Firm ADSs to be sold at the closing of the Offering; and

(b) up to 1,000,000 additional Ordinary Shares underlying the Option ADSs that may be issued upon exercise of the overallotment option granted to the Underwriters;

FURTHER RESOLVED, that the Board hereby authorizes the Company to apply for the listing and admission to trading of the ADSs on the Nasdaq Global Market, and to take all steps and execute all applications, certificates, and other documents as may be necessary or advisable in connection therewith, including compliance with all applicable listing requirements and corporate governance standards of the Nasdaq Stock Market LLC;

FURTHER RESOLVED, that the Board hereby confirms that the Ordinary Shares to be issued in connection with the Offering, when issued and delivered by the Company to the Depositary and paid for in accordance with the terms of the Underwriting Agreement and the Deposit Agreement, will be validly issued, fully paid, and, to the extent such concept is recognized and applicable under Irish law, non-assessable, and will be free and clear of all liens, encumbrances, equities, preemptive rights, and other claims (subject to the disapplication of statutory pre-emption rights as approved by the shareholders of the Company).

C. Resolution 2 — Approval of the Underwriting Agreement

RESOLVED, that the Board hereby approves the form, terms, and provisions of the Underwriting Agreement, to be dated as of March 2, 2023 (the "Underwriting Agreement"), among the Company and Keystone Mercer & Co., LLC ("Keystone Mercer"), as representative of the several underwriters named therein, including Keystone Mercer, Ridgeline Capital Markets, Inc., and Broadleaf Partners LLC (collectively, the "Underwriters"), a substantially final form of which has been presented to and reviewed by the Board at this meeting;

FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Ronan McBride, in his capacity as Chief Financial Officer, each acting alone or together, to negotiate the final terms of the Underwriting Agreement (including the public offering price, underwriting discount, and number of Firm ADSs and Option ADSs), and to execute and deliver the Underwriting Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as such authorized officers may, in their sole discretion, deem necessary, appropriate, or advisable, the execution thereof by any such officer to be conclusive evidence of such officer's approval of the terms thereof;

FURTHER RESOLVED, that the Board hereby approves the underwriting discount of 6.5% of the aggregate gross proceeds of the Offering, which, based on the anticipated aggregate gross proceeds of $85,000,000 (assuming full exercise of the overallotment option at a public offering price of $11.0769 per ADS), would result in an aggregate underwriting discount of approximately $5,525,000 payable to the Underwriters at closing;

FURTHER RESOLVED, that the Board hereby acknowledges and approves that the estimated offering expenses of the Company (exclusive of the underwriting discount) are approximately $3,200,000, inclusive of SEC registration fees, Nasdaq listing fees, legal fees, accounting fees, printing costs, road show expenses, and other customary offering expenses;

FURTHER RESOLVED, that the Board hereby approves the grant to the Underwriters of an overallotment option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days from the date of the pricing of the Offering, to purchase up to 1,000,000 additional ADSs from the Company at the public offering price less the underwriting discount, on the terms and conditions set forth in the Underwriting Agreement.

D. Resolution 3 — Approval of the Deposit Agreement

RESOLVED, that the Board hereby approves the form, terms, and provisions of the Deposit Agreement, to be dated as of March 2, 2023 (the "Deposit Agreement"), among the Company, Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, having its principal office at 500 Ross Street, Pittsburgh, Pennsylvania 15219 (the "Depositary"), and all holders and beneficial owners of ADSs issued thereunder from time to time, a substantially final form of which has been presented to and reviewed by the Board at this meeting;

FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Ronan McBride, in his capacity as Chief Financial Officer, each acting alone or together, to execute and deliver the Deposit Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as such authorized officers may, in their sole discretion, deem necessary, appropriate, or advisable;

FURTHER RESOLVED, that the Board hereby confirms the ratio of ADSs to Ordinary Shares under the Deposit Agreement shall be one (1) ADS for each one (1) Ordinary Share deposited with the Depositary, and that such ratio may be amended from time to time by mutual agreement of the Company and the Depositary in accordance with the terms of the Deposit Agreement.

E. Resolution 4 — Approval of the Registration Rights Agreement

RESOLVED, that the Board hereby approves the form, terms, and provisions of the Registration Rights Agreement, to be dated as of March 2, 2023 (the "Registration Rights Agreement"), among the Company and the following pre-IPO institutional shareholders (the "Holders"):

(a) Greystone Ventures Fund III, L.P., holding 5,600,000 Ordinary Shares, representing approximately 20.0% of the Company's pre-IPO issued and outstanding share capital;

(b) Pinnacle Health Innovation Fund, L.P., holding 4,480,000 Ordinary Shares, representing approximately 16.0% of the Company's pre-IPO issued and outstanding share capital; and

(c) Elkridge Growth Partners II, L.P., holding 2,800,000 Ordinary Shares, representing approximately 10.0% of the Company's pre-IPO issued and outstanding share capital;

a substantially final form of which has been presented to and reviewed by the Board at this meeting;

FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Fiona Drennan, in her capacity as General Counsel, each acting alone or together, to execute and deliver the Registration Rights Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as such authorized officers may, in their sole discretion, deem necessary, appropriate, or advisable;

FURTHER RESOLVED, that the Board hereby acknowledges that the demand registration rights and piggyback registration rights granted to the Holders under the Registration Rights Agreement shall become exercisable following the expiration of the 180-day lock-up period, expected to expire on August 29, 2023, in accordance with the terms of the lock-up agreements executed by the Holders.

F. Resolution 5 — Authorization of Lock-Up Agreements

RESOLVED, that the Board hereby acknowledges, approves, and ratifies the execution and delivery by each director, executive officer, and holder of one percent (1%) or more of the pre-IPO issued and outstanding Ordinary Shares of the Company of lock-up agreements (the "Lock-Up Agreements") in favor of Keystone Mercer & Co., LLC, as representative of the Underwriters, substantially in the form previously circulated to and reviewed by the Board;

FURTHER RESOLVED, that the Board notes that the Lock-Up Agreements cover an aggregate of 23,480,000 Ordinary Shares, representing approximately 83.9% of the 28,000,000 Ordinary Shares issued and outstanding immediately prior to the Offering, and provide for a lock-up period of one hundred eighty (180) days commencing on March 2, 2023 (the date of the Underwriting Agreement and the final Prospectus) and expiring on August 29, 2023, during which period the parties thereto may not, without the prior written consent of Keystone Mercer, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any Ordinary Shares, ADSs, or securities convertible into or exchangeable or exercisable for Ordinary Shares or ADSs, subject to certain customary exceptions set forth in the Lock-Up Agreements.

G. Resolution 6 — Authorization of the Registration Statement and Prospectus

RESOLVED, that the Board hereby approves and authorizes the preparation, filing, and effectiveness of the Registration Statement on Form S-1 (SEC File No. 333-268514) and any and all pre-effective and post-effective amendments thereto, and the final Prospectus forming a part thereof, with the United States Securities and Exchange Commission (the "SEC"), in connection with the registration of the ADSs and the underlying Ordinary Shares under the Securities Act;

FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney (Chief Executive Officer), Ronan McBride (Chief Financial Officer), and Fiona Drennan (General Counsel) to sign the Registration Statement and any and all amendments thereto (including post-effective amendments) on behalf of the Company, and to execute and file with the SEC any and all documents, certificates, powers of attorney, and other instruments as may be necessary or advisable in connection with the Registration Statement, including any Form F-X or other documents required to be filed with the SEC by an Irish issuer registering securities under the Securities Act;

FURTHER RESOLVED, that the Board hereby authorizes the inclusion in the Registration Statement and Prospectus of all information regarding the Company, its business, financial condition, results of operations, risk factors, management, principal shareholders, and related matters as may be required under the Securities Act, the rules and regulations of the SEC thereunder, and the listing standards of the Nasdaq Stock Market, and as the authorized officers of the Company may deem appropriate.

H. Resolution 7 — Officers' Certificates and Closing Deliverables

RESOLVED, that the Board hereby authorizes and directs Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Ronan McBride, in his capacity as Chief Financial Officer, to execute and deliver on behalf of the Company the Officers' Certificate required to be delivered to the Underwriters at the closing of the Offering pursuant to Section 7(g) of the Underwriting Agreement, certifying as to the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement and the satisfaction of the conditions to closing set forth therein;

FURTHER RESOLVED, that the Board hereby authorizes and directs Fiona Drennan, in her capacity as Company Secretary, to execute and deliver on behalf of the Company the Secretary's Certificate required to be delivered to the Underwriters at the closing of the Offering pursuant to Section 7(h) of the Underwriting Agreement, including certified copies of the resolutions of the Board and the shareholders, the incumbency certificate, and the constitutional documents of the Company;

FURTHER RESOLVED, that the Board hereby authorizes the appropriate officers of the Company to execute and deliver all other certificates, opinions, comfort letters, closing statements, and other deliverables as may be required or customary at the closing of the Offering in accordance with the Underwriting Agreement and applicable law and practice.

I. Resolution 8 — Engagement of Advisors and Service Providers

RESOLVED, that the Board hereby ratifies and confirms the engagement of the following advisors and service providers in connection with the Offering and the ongoing obligations of the Company as a public reporting company:

(a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10174, as issuer's counsel to the Company in connection with the Offering and U.S. securities law matters, pursuant to an engagement letter effective September 19, 2022, with Theodore Langston serving as the responsible partner and Vivienne St. Claire serving as the billing partner;

(b) Calderwood & Associates LLP, as independent registered public accounting firm and auditor of the Company, registered with the Public Company Accounting Oversight Board ("PCAOB"), with Patricia Yuen serving as engagement partner, having audited the Company's consolidated financial statements for the fiscal years ended December 31, 2020, December 31, 2021, and December 31, 2022, as included in the Registration Statement and Prospectus;

(c) Meridian Trust Company, N.A., 500 Ross Street, Pittsburgh, Pennsylvania 15219, as ADS depositary under the Deposit Agreement and as transfer agent and registrar for the Ordinary Shares deposited thereunder;

(d) Northvale Fiduciary Services LLC, 1 Liberty Plaza, Suite 4200, New York, New York 10006, as escrow agent for the deposit and release of IPO proceeds pending closing of the Offering, pursuant to an escrow agreement among the Company, Northvale Fiduciary Services LLC, and the Underwriters;

(e) Ashford Wren & Co., as insurance broker for the placement of directors' and officers' liability insurance, and Ironclad Specialty Insurance Co., as the carrier providing the primary layer of directors' and officers' liability insurance coverage in the amount of $20,000,000, bound at the pricing of the Offering on March 2, 2023, with the policy period commencing on such date;

FURTHER RESOLVED, that the Board hereby authorizes the CEO and CFO, each acting alone or together, to negotiate and finalize the terms of engagement with each of the foregoing advisors and service providers, and to execute and deliver any engagement letters, fee agreements, or other contracts in connection therewith.

J. Resolution 9 — Use of Proceeds

RESOLVED, that the Board hereby approves the intended use of net proceeds from the Offering, which are estimated to be approximately $76,275,000 (based on aggregate gross proceeds of $85,000,000 assuming full exercise of the Overallotment Option, less the underwriting discount of $5,525,000 and estimated offering expenses of $3,200,000), substantially as follows:

(a) Approximately 40% (approximately $30,510,000) for the completion of ongoing and planned clinical trials for the Company's lead product, the OrthoSync™ robotic surgical navigation system, and for the preparation and submission of regulatory filings in the United States (FDA 510(k) and/or De Novo classification) and the European Union (CE marking under the EU Medical Devices Regulation (EU) 2017/745);

(b) Approximately 25% (approximately $19,068,750) for commercial expansion activities in the United States and the European Union, including the build-out of a direct sales force, establishment of distribution partnerships, and marketing and market access programs for OrthoSync™;

(c) Approximately 20% (approximately $15,255,000) for research and development activities related to next-generation surgical navigation and robotic assistance platforms, including software development, sensor integration, and artificial intelligence and machine learning capabilities;

(d) Approximately 15% (approximately $11,441,250) for working capital and general corporate purposes, including capital expenditures, lease obligations, and other general operating expenses of the Company;

FURTHER RESOLVED, that the Board acknowledges that the foregoing allocation of net proceeds represents the Company's current intentions based upon its present plans and business conditions, and that the Company may reallocate the net proceeds from time to time as business conditions warrant, in the discretion of management, subject to applicable disclosure obligations.

K. Resolution 10 — General Authority

RESOLVED, that each of Dr. Cormac Tierney (Chief Executive Officer), Ronan McBride (Chief Financial Officer), Fiona Drennan (General Counsel and Company Secretary), and any other officer of the Company acting at the direction of any of the foregoing, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take all such further actions and to execute, deliver, and file all such further agreements, instruments, documents, certificates, filings, consents, applications, notices, and other papers as any such authorized person may, in his or her sole discretion, deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, including without limitation:

(a) the execution and delivery of any and all certificates, letters, agreements, filings, and other instruments required to be delivered at or in connection with the closing of the Offering;

(b) the filing of any and all documents with the SEC, the Nasdaq Stock Market, the CRO, the Central Ridgeway Trust Bank, the Irish Revenue Commissioners, or any other governmental or regulatory authority as may be required in connection with the Offering;

(d) the taking of any and all other actions as may be necessary, appropriate, or advisable to give effect to the foregoing resolutions;

the performance of any such action by any such authorized person to be conclusive evidence of such person's determination that such action is necessary, appropriate, or advisable.

L. Certification by Company Secretary

I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at the Board Meeting held on February 15, 2023. Such resolutions were adopted by the unanimous vote of all directors present, constituting a quorum, and have not been amended, modified, rescinded, revoked, or superseded, and remain in full force and effect as of the date hereof.

Fiona Drennan Company Secretary Solstice Biomedical Devices Limited

Date: March 21, 2023

III. EXHIBIT B — RESOLUTIONS OF THE SHAREHOLDERS

EXHIBIT B

CERTIFIED TRUE COPY

RESOLUTIONS OF THE SHAREHOLDERS

SOLSTICE BIOMEDICAL DEVICES LIMITED

Adopted at an Extraordinary General Meeting on February 14, 2023

A. Meeting Details

The following is a certified true and complete copy of the resolutions duly adopted by the shareholders of Solstice Biomedical Devices Limited at an extraordinary general meeting of the shareholders (the "EGM") held on February 14, 2023, commencing at 2:00 p.m. (Greenwich Mean Time), at the registered office of the Company, Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.

Notice of the EGM was duly given to all shareholders entitled to receive notice in accordance with the Company's Constitution and Sections 176 through 183 of the Companies Act. At least twenty-one (21) days' prior written notice of the EGM was provided to all shareholders, together with copies of the proposed resolutions and such supporting materials as the Board of Directors determined to be appropriate.

Shareholders holding an aggregate of 26,880,000 Ordinary Shares, representing 96.0% of the 28,000,000 Ordinary Shares then issued and outstanding, were present in person or represented by proxy, constituting a quorum and satisfying the requisite voting thresholds for the passage of both ordinary and special resolutions under the Companies Act and the Company's Articles of Association. Specifically, the threshold for a special resolution (not less than 75% of the votes cast by members present and voting) was satisfied in respect of each special resolution set forth below.

Declan Whitfield, as Board Chair, served as chairman of the EGM. Fiona Drennan, Company Secretary, acted as secretary of the meeting and confirmed the proper constitution of the meeting, the adequacy of notice, and the presence of a quorum.

After presentation of the proposed resolutions and full deliberation thereon, the following resolutions were put to the shareholders and adopted:

B. Special Resolution 1 — Amendment of Authorized Share Capital

RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the authorized share capital of the Company be and is hereby increased from 50,000,000 ordinary shares of €0.01 nominal value each to 100,000,000 ordinary shares of €0.01 nominal value each, and that the Memorandum of Association of the Company be and is hereby amended accordingly to reflect such increase.

The Company Secretary noted for the record that this amendment to the authorized share capital was adopted in compliance with Section 83 and Part 17 of the Companies Act, and that the necessary filings to give effect to this amendment, including the filing of an amended Memorandum of Association and the appropriate notification forms, have been submitted to the Irish Companies Registration Office (CRO No. 587412). The Company Secretary further confirmed that the CRO had acknowledged receipt of such filings and that the register of the CRO would be updated in due course.

C. Special Resolution 2 — Authorization to Allot Shares

RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the directors of the Company be and are hereby generally and unconditionally authorized, pursuant to Section 1021 of the Companies Act, to exercise all powers of the Company to allot and issue relevant securities (within the meaning of Section 1021 of the Companies Act), provided that the aggregate nominal value of the relevant securities allotted and issued pursuant to this authority shall not exceed the nominal value of 7,666,667 ordinary shares of €0.01 nominal value each (being €76,666.67 in aggregate nominal value), such shares to be allotted and issued in connection with the initial public offering of American Depositary Shares of the Company, and comprised of:

(a) 6,666,667 ordinary shares underlying the Firm ADSs to be sold at the closing of the Offering; and

(b) up to 1,000,000 ordinary shares underlying the Option ADSs that may be issued upon exercise of the overallotment option granted to the Underwriters under the Underwriting Agreement;

FURTHER RESOLVED, that this authority shall expire on the date that is five (5) years from the date of this resolution (i.e., February 14, 2028), unless previously renewed, varied, or revoked by the shareholders of the Company, provided that the Company may, before the expiry of such authority, make an offer or agreement that would or might require relevant securities to be allotted after such expiry, and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

D. Special Resolution 3 — Disapplication of Statutory Pre-Emption Rights

RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the statutory pre-emption rights of existing shareholders under Section 1022 of the Companies Act (and any similar or analogous provision in the Company's Constitution) be and are hereby disapplied with respect to the allotment and issuance of up to 7,666,667 ordinary shares of €0.01 nominal value each in connection with the initial public offering of ADSs, on the terms and conditions described in the Registration Statement and the Underwriting Agreement, including both the Firm ADSs and the Option ADSs.

This disapplication is granted on the basis that the shares to be allotted will be offered to public investors in the United States and internationally through the Offering, and that the application of statutory pre-emption rights would be impracticable and would frustrate the Company's ability to consummate the Offering. This disapplication shall apply solely to the allotment and issuance of shares in connection with the Offering and shall not constitute a general disapplication of statutory pre-emption rights for any other purpose.

E. Ordinary Resolution — Approval of IPO and Related Transactions

RESOLVED (as an ordinary resolution, passed with the approval of a simple majority of the votes cast by shareholders present and voting in person or by proxy), that the shareholders of the Company hereby approve and ratify the initial public offering of ADSs of the Company on the Nasdaq Global Market, including the execution and delivery by the Company of the Underwriting Agreement, the Deposit Agreement, and the Registration Rights Agreement, and all transactions and actions contemplated thereby, on the terms and conditions described to the shareholders at this meeting and set forth in the materials circulated to shareholders in advance of the EGM.

FURTHER RESOLVED, that the shareholders hereby confirm and ratify all prior actions taken by the Board of Directors, the officers of the Company, and the advisors of the Company in preparation for and in furtherance of the Offering and the transactions contemplated thereby.

F. Certification by Company Secretary

I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the shareholders of the Company at the Extraordinary General Meeting held on February 14, 2023. Each special resolution set forth above was passed with the approval of not less than 75% of the votes cast by shareholders entitled to vote and present in person or by proxy. Each ordinary resolution set forth above was passed with the approval of a simple majority of the votes so cast. Such resolutions have not been amended, modified, rescinded, revoked, or superseded, and remain in full force and effect as of the date hereof.

Fiona Drennan Company Secretary Solstice Biomedical Devices Limited

Date: March 21, 2023

IV. EXHIBIT C — INCUMBENCY CERTIFICATE

EXHIBIT C

CERTIFICATE OF INCUMBENCY

OFFICERS AND DIRECTORS

SOLSTICE BIOMEDICAL DEVICES LIMITED

As of March 21, 2023

A. Introduction. I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited (CRO No. 587412), hereby certify that, as of the closing date of the Offering on March 21, 2023, the following persons hold the offices and positions set forth opposite their respective names and that the specimen signatures set forth opposite their respective names are the true and genuine signatures of such persons.

B. Officers and Directors

The Board of Directors of the Company is currently composed of seven (7) directors, of whom four (4) — Declan Whitfield, Margaret Calloway, Dr. Rajiv Sundaram, and Claire Ashworth — are independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Eoin Gallagher, who served as a non-executive director prior to the Offering, resigned from the Board effective March 1, 2023, and was replaced by Claire Ashworth, who was appointed by the Board on the same date. The Board composition satisfies the requirements of the Nasdaq Listing Rules with respect to board independence and the independence of the chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

C. Certification. I hereby certify that each person named in the table above has been duly elected or appointed to the office or position set forth opposite his or her name in accordance with the Companies Act and the Company's Constitution; that each such person continues to hold such office or position as of the date hereof; that no other person holds or has been appointed to hold any such office or position (other than as expressly noted above); and that the signature set forth opposite each such person's name is a true and genuine specimen signature of such person.

Fiona Drennan Company Secretary Solstice Biomedical Devices Limited

Date: March 21, 2023

V. EXHIBIT D — MEMORANDUM AND ARTICLES OF ASSOCIATION

EXHIBIT D

CERTIFIED TRUE COPY

MEMORANDUM AND ARTICLES OF ASSOCIATION

SOLSTICE BIOMEDICAL DEVICES LIMITED

As Amended Through February 14, 2023

A. Certification. I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that attached immediately following this certification page is a true, complete, and correct copy of the Memorandum and Articles of Association of the Company, as amended through the date hereof, including the amendment to authorized share capital adopted by the shareholders of the Company by special resolution at the Extraordinary General Meeting held on February 14, 2023 (as described in Exhibit B hereto). The attached Memorandum and Articles of Association constitute the entirety of the constitutional documents of the Company as currently in effect.

B. Summary of Key Provisions

For the convenience of the Underwriters and their counsel, the following is a summary of certain key provisions of the Memorandum and Articles of Association. This summary is qualified in its entirety by reference to the full text of the attached constitutional documents.

Memorandum of Association:

1. Company Name. The name of the Company is Solstice Biomedical Devices Limited.

2. Registered Office. The registered office of the Company is situated at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.

3. Objects. The objects for which the Company is established include: (a) the design, development, manufacture, commercialization, marketing, distribution, import, export, and sale of medical devices, surgical instruments, robotic systems, navigation platforms, and related software, components, and accessories; (b) the conduct of research and development in the fields of medical technology, biomedical engineering, robotics, and artificial intelligence; (c) the acquisition and licensing of intellectual property, patents, trademarks, trade secrets, and know-how; and (d) all such other lawful acts, activities, and things as may be incidental or conducive to the attainment of the above objects, including without limitation the borrowing or raising of money, the granting of security over the assets of the Company, and the investment of funds of the Company in such manner as the directors may determine.

4. Authorized Share Capital. The authorized share capital of the Company is 100,000,000 ordinary shares of €0.01 nominal value each (as amended by the special resolution adopted at the Extraordinary General Meeting held on February 14, 2023, increasing the authorized share capital from 50,000,000 to 100,000,000 ordinary shares).

5. Liability of Members. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.

Articles of Association (Key Provisions Noted):

6. Share Transfer Provisions. The Articles provide that Ordinary Shares are transferable by instrument in writing in the form approved by the directors, subject to such restrictions on transfer as may be imposed by the directors from time to time. The directors may, in their absolute discretion and without assigning any reason therefor, decline to register a transfer of shares to a person of whom they do not approve, provided that such discretion shall not be exercised in a manner that would prevent dealings in the ADSs on the Nasdaq Global Market. The provisions relating to transfers of shares have been reviewed for compliance with the Nasdaq Listing Rules.

7. Board Composition and Powers. The Articles provide for a Board of Directors of not fewer than three (3) and not more than eleven (11) directors, with the actual number to be determined by the Board from time to time. The current Board is comprised of seven (7) directors, of whom a majority (four) are independent. The Board has full power and authority to manage the business and affairs of the Company, subject to the provisions of the Companies Act and the Company's Constitution. The Articles include provisions for the appointment, retirement, removal, and replacement of directors, as well as provisions regarding directors' interests and conflicts of interest, consistent with the Companies Act and the Nasdaq Listing Rules.

8. Quorum Requirements. The quorum for meetings of the Board of Directors shall be a majority of the directors then in office, provided that at least two (2) directors are present. The quorum for general meetings of the shareholders shall be two or more shareholders present in person or by proxy and holding at least one-third of the issued and outstanding shares carrying the right to vote.

9. Dividend Provisions. The Articles provide that the Company may, by ordinary resolution, declare dividends, but no dividend shall exceed the amount recommended by the directors. The directors may pay interim dividends if they appear to be justified by the profits of the Company. All dividends shall be declared and paid in euro or in such other currency as the directors may determine. Dividends paid to shareholders may be subject to Irish dividend withholding tax ("DWT") at the standard rate (currently 25%), unless an exemption applies.

10. Indemnification of Directors and Officers. The Articles provide for the indemnification of directors and officers of the Company to the fullest extent permitted by the Companies Act, including indemnification against all costs, charges, losses, expenses, and liabilities incurred in connection with any proceedings arising out of their service to the Company, subject to the limitations set forth in Section 235 of the Companies Act.

11. Company Secretary. The Articles provide that the Company shall have a Company Secretary appointed by the directors, who shall hold office on such terms and conditions as the directors may determine. The Company Secretary shall have the duties and responsibilities conferred by the Companies Act and the Company's Constitution, including the custody of the statutory registers and minute books of the Company.

12. Nasdaq Corporate Governance. The Articles include provisions consistent with the corporate governance requirements of the Nasdaq Stock Market LLC, including requirements for a majority-independent board, independent audit, compensation, and nominating/governance committees, and other provisions as required under the Nasdaq Listing Rules.

C. Statement of Currency

I hereby certify that the attached Memorandum and Articles of Association are the constitutional documents of the Company as currently in effect. The Memorandum and Articles of Association have not been further amended, restated, supplemented, or modified since the date of the last amendment described herein (i.e., the amendment to authorized share capital adopted at the Extraordinary General Meeting held on February 14, 2023). No resolution has been proposed or adopted, and no action has been taken, to further amend, restate, supplement, or modify the Memorandum and Articles of Association.

Fiona Drennan Company Secretary Solstice Biomedical Devices Limited

Date: March 21, 2023

VI. ADDITIONAL CERTIFICATIONS

In addition to the certifications set forth above and in the Exhibits attached hereto, I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby further certify as follows:

A. Good Standing / Existence

The Company is validly existing and has not been struck off the register of companies maintained by the Irish Companies Registration Office (CRO No. 587412). As of the date hereof, the Company is not subject to any involuntary strike-off proceedings, and no notice has been received from the CRO of any proposed strike-off action. The Company is not the subject of any winding-up petition, receivership, examinership, or similar insolvency or reorganization proceedings under the Companies Act or otherwise. The Company has filed all annual returns with the CRO that are required to have been filed as of the date hereof, and the Company is in compliance with its filing obligations under the Companies Act. For the avoidance of doubt, the concept of "good standing" as understood under the laws of certain U.S. states does not have a direct equivalent under Irish law; however, the certifications set forth in this paragraph are intended to provide substantially equivalent comfort with respect to the valid existence and corporate status of the Company under Irish law.

B. No Proceedings

To my knowledge, after due inquiry, there are no proceedings, actions, petitions, applications, or orders pending or threatened against or in respect of the Company for the dissolution, liquidation, winding-up, examinership, receivership, or other analogous proceeding in respect of the Company, whether under the Companies Act, the laws of Ireland, or the laws of any other jurisdiction. No resolutions have been passed, proposed, or noticed for the voluntary winding-up of the Company or for the appointment of a liquidator, examiner, or receiver. There is no resolution pending or proposed for the striking off of the Company from the register of companies maintained by the CRO.

C. No Amendments

None of the resolutions of the Board of Directors set forth in Exhibit A hereto, and none of the resolutions of the shareholders set forth in Exhibit B hereto, have been amended, modified, rescinded, revoked, or superseded in whole or in part since the respective dates of their adoption. Each such resolution remains in full force and effect as of the date hereof, without variation or qualification. No resolutions have been adopted, and no actions have been taken, by the Board of Directors or the shareholders of the Company that are inconsistent with or contradictory to the resolutions set forth in Exhibits A and B hereto.

VII. SIGNATURE BLOCK

IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of the date first set forth below.

SOLSTICE BIOMEDICAL DEVICES LIMITED

By: ________

Name: Fiona Drennan

SECRETARY'S CERTIFICATE
SOLSTICE BIOMEDICAL DEVICES LIMITED
Delivered Pursuant to Section 7(h) of the Underwriting Agreement Dated as of March 2, 2023
Certificate of the Company Secretary of Solstice Biomedical Devices Limited, an Irish private company limited by shares (CRO No. 587412), with its registered office at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.
Delivered at the closing on March 21, 2023, in connection with the initial public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing one (1) ordinary share, nominal value €0.01 per share (the "Ordinary Shares"), of Solstice Biomedical Devices Limited (the "Company"), listed on the Nasdaq Global Market under the ticker symbol "SBDX."
Delivered to Keystone Mercer & Co., LLC, as representative of the several underwriters named in the Underwriting Agreement (as defined below).
Prepared by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10174, as issuer's counsel.
I. INTRODUCTORY CERTIFICATION AND RECITALS
A. Identity and Authority of the Company Secretary
I, the undersigned, Fiona Drennan, hereby certify that I am the duly appointed Company Secretary and General Counsel of Solstice Biomedical Devices Limited, an Irish private company limited by shares, registered with the Irish Companies Registration Office under registration number 587412 (the "Company"). I have held the position of Company Secretary continuously since November 3, 2019, including throughout all relevant periods during which the resolutions and other actions described herein and attached hereto as Exhibits were considered, deliberated upon, and adopted by the Board of Directors and the shareholders of the Company, respectively.
In my capacity as Company Secretary, I am the custodian of the statutory registers, minute books, constitutional documents, and corporate records of the Company. I am duly authorized under the Irish Companies Act 2014 (the "Companies Act"), and under the Memorandum and Articles of Association of the Company (the "Constitution"), to execute and deliver this Secretary's Certificate and to certify the accuracy and completeness of the documents annexed hereto. I make the certifications set forth herein based upon my personal knowledge, my review of the corporate records of the Company, and such other inquiries as I have deemed necessary or appropriate in the circumstances.
B. Purpose of the Certificate
This Secretary's Certificate (the "Certificate") is delivered pursuant to Section 7(h) of the Underwriting Agreement, dated as of March 2, 2023 (the "Underwriting Agreement"), among the Company and Keystone Mercer & Co., LLC ("Keystone Mercer"), acting as representative of the several underwriters named therein, including Keystone Mercer, Ridgeline Capital Markets, Inc. ("Ridgeline"), and Broadleaf Partners LLC ("Broadleaf" and, together with Keystone Mercer and Ridgeline, the "Underwriters"). Delivery of this Certificate is a condition precedent to the obligations of the Underwriters at the closing of the Offering, as set forth in Section 7 of the Underwriting Agreement.
The Offering is being conducted pursuant to a Registration Statement on Form S-1 (SEC File No. 333-268514) (the "Registration Statement"), as originally filed with the Securities and Exchange Commission (the "SEC") on February 17, 2023, and declared effective by the SEC on February 28, 2023, together with the final prospectus dated March 2, 2023 (the "Prospectus"), filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act").
The Offering consists of 6,666,667 firm ADSs (the "Firm ADSs"), together with up to 1,000,000 additional ADSs (the "Option ADSs") which the Underwriters have the option to purchase pursuant to the overallotment option granted by the Company under Section 2 of the Underwriting Agreement, exercisable for a period of thirty (30) days from the date of the Underwriting Agreement. Each ADS represents one (1) Ordinary Share. The public offering price is $11.0769 per ADS, resulting in aggregate gross proceeds to the Company of approximately $73,846,052 from the sale of the Firm ADSs and up to approximately $85,000,000 assuming full exercise of the overallotment option. The CUSIP number for the ADSs is 83472R 109.
C. Definitions.  Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, the following defined terms shall have the meanings set forth below:
"ADSs" means the American Depositary Shares, each representing one (1) Ordinary Share, issued pursuant to the Deposit Agreement.
"Companies Act" means the Irish Companies Act 2014, as amended.
"Constitution" means the Memorandum and Articles of Association of the Company, as amended and restated through the date hereof.
"CRO" means the Irish Companies Registration Office.
"Deposit Agreement" means the Deposit Agreement, dated as of March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs from time to time.
"Ordinary Shares" means the ordinary shares of the Company, nominal value €0.01 per share.
"Prospectus" means the final prospectus dated March 2, 2023, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.
"Registration Rights Agreement" means the Registration Rights Agreement, dated as of March 2, 2023, among the Company and certain pre-IPO shareholders named therein.
"Registration Statement" means the Registration Statement on Form S-1 (SEC File No. 333-268514), as amended through the date hereof, including all exhibits thereto and the documents incorporated by reference therein.
"Underwriting Agreement" has the meaning set forth in Section I.B above.
D. Certification Statement
I hereby certify, in my capacity as Company Secretary of the Company, that the documents attached hereto as Exhibit A (Resolutions of the Board of Directors), Exhibit B (Resolutions of the Shareholders), Exhibit C (Incumbency Certificate), and Exhibit D (Memorandum and Articles of Association) are true, correct, and complete copies of the originals thereof, as maintained in the corporate records and statutory registers of the Company. Each such document remains in full force and effect as of the date hereof without amendment, modification, supplement, rescission, or revocation, except as otherwise expressly noted herein.
II. EXHIBIT A — RESOLUTIONS OF THE BOARD OF DIRECTORS
EXHIBIT A
CERTIFIED TRUE COPY
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
SOLSTICE BIOMEDICAL DEVICES LIMITED
Adopted at a Duly Convened Meeting on February 15, 2023
A. Preamble and Meeting Details
The following is a certified true and complete copy of the resolutions duly adopted by the Board of Directors (the "Board") of Solstice Biomedical Devices Limited at a meeting of the Board held on February 15, 2023 (the "Board Meeting"), commencing at 10:00 a.m. (Greenwich Mean Time), at the registered office of the Company, Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.
Notice of the Board Meeting was duly given to all directors in accordance with the Company's Constitution and the requirements of the Companies Act. A quorum of directors was present throughout the entirety of the meeting.
Directors Present:
1.  Declan Whitfield — Board Chair; Independent Non-Executive Director
2.  Dr. Cormac Tierney — Chief Executive Officer & Co-Founder; Executive Director
3.  Dr. Siobhán Kelleher — Chief Technology Officer & Co-Founder; Executive Director
4.  Margaret Calloway — Independent Non-Executive Director; Chair, Audit Committee
5.  Dr. Rajiv Sundaram — Independent Non-Executive Director; Chair, Compensation Committee
6.  Eoin Gallagher — Non-Executive Director
7.  Claire Ashworth — Independent Non-Executive Director; Chair, Nominating and Corporate Governance Committee
All seven (7) members of the Board were present in person or by video conference, constituting a quorum under Article 14.3 of the Company's Articles of Association (which requires a majority of the Board to constitute a quorum). Four (4) of the seven (7) directors present are independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2).
Also Present (by Invitation):
•  Ronan McBride, Chief Financial Officer
•  Fiona Drennan, General Counsel & Company Secretary (acting as secretary of the meeting)
•  Theodore Langston, Partner, Calderwood & Harkness LLP (issuer's counsel)
Declan Whitfield, as Board Chair, called the meeting to order and confirmed that proper notice had been provided and a quorum was present. The Company Secretary confirmed the same. The Board Chair noted that the purpose of the meeting was to consider and, if thought fit, approve certain resolutions in connection with the proposed initial public offering of American Depositary Shares of the Company on the Nasdaq Global Market. The Board Chair invited Theodore Langston to summarize the key terms of the Offering and the principal transaction documents for the Board's consideration, following which discussion ensued.
After careful deliberation and consideration of the matters presented, and upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
B. Resolution 1 — Authorization of the Initial Public Offering
RESOLVED, that the Board of Directors hereby approves and authorizes the initial public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing one (1) ordinary share of the Company, nominal value €0.01 per share (the "Ordinary Shares"), on the Nasdaq Global Market under the ticker symbol "SBDX," on the terms and conditions described in the Registration Statement on Form S-1 (SEC File No. 333-268514) and the Prospectus forming a part thereof;
FURTHER RESOLVED, that the Board hereby authorizes the issuance of up to 7,666,667 new Ordinary Shares of the Company, nominal value €0.01 per share, to be deposited with Meridian Trust Company, N.A., as depositary (the "Depositary"), under the Deposit Agreement (as defined below), in exchange for the issuance of a corresponding number of ADSs to purchasers in the Offering, such new Ordinary Shares to be comprised of:
(a) 6,666,667 Ordinary Shares underlying the Firm ADSs to be sold at the closing of the Offering; and
(b) up to 1,000,000 additional Ordinary Shares underlying the Option ADSs that may be issued upon exercise of the overallotment option granted to the Underwriters;
FURTHER RESOLVED, that the Board hereby authorizes the Company to apply for the listing and admission to trading of the ADSs on the Nasdaq Global Market, and to take all steps and execute all applications, certificates, and other documents as may be necessary or advisable in connection therewith, including compliance with all applicable listing requirements and corporate governance standards of the Nasdaq Stock Market LLC;
FURTHER RESOLVED, that the Board hereby confirms that the Ordinary Shares to be issued in connection with the Offering, when issued and delivered by the Company to the Depositary and paid for in accordance with the terms of the Underwriting Agreement and the Deposit Agreement, will be validly issued, fully paid, and, to the extent such concept is recognized and applicable under Irish law, non-assessable, and will be free and clear of all liens, encumbrances, equities, preemptive rights, and other claims (subject to the disapplication of statutory pre-emption rights as approved by the shareholders of the Company).
C. Resolution 2 — Approval of the Underwriting Agreement
RESOLVED, that the Board hereby approves the form, terms, and provisions of the Underwriting Agreement, to be dated as of March 2, 2023 (the "Underwriting Agreement"), among the Company and Keystone Mercer & Co., LLC ("Keystone Mercer"), as representative of the several underwriters named therein, including Keystone Mercer, Ridgeline Capital Markets, Inc., and Broadleaf Partners LLC (collectively, the "Underwriters"), a substantially final form of which has been presented to and reviewed by the Board at this meeting;
FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Ronan McBride, in his capacity as Chief Financial Officer, each acting alone or together, to negotiate the final terms of the Underwriting Agreement (including the public offering price, underwriting discount, and number of Firm ADSs and Option ADSs), and to execute and deliver the Underwriting Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as such authorized officers may, in their sole discretion, deem necessary, appropriate, or advisable, the execution thereof by any such officer to be conclusive evidence of such officer's approval of the terms thereof;
FURTHER RESOLVED, that the Board hereby approves the underwriting discount of 6.5% of the aggregate gross proceeds of the Offering, which, based on the anticipated aggregate gross proceeds of $85,000,000 (assuming full exercise of the overallotment option at a public offering price of $11.0769 per ADS), would result in an aggregate underwriting discount of approximately $5,525,000 payable to the Underwriters at closing;
FURTHER RESOLVED, that the Board hereby acknowledges and approves that the estimated offering expenses of the Company (exclusive of the underwriting discount) are approximately $3,200,000, inclusive of SEC registration fees, Nasdaq listing fees, legal fees, accounting fees, printing costs, road show expenses, and other customary offering expenses;
FURTHER RESOLVED, that the Board hereby approves the grant to the Underwriters of an overallotment option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days from the date of the pricing of the Offering, to purchase up to 1,000,000 additional ADSs from the Company at the public offering price less the underwriting discount, on the terms and conditions set forth in the Underwriting Agreement.
D. Resolution 3 — Approval of the Deposit Agreement
RESOLVED, that the Board hereby approves the form, terms, and provisions of the Deposit Agreement, to be dated as of March 2, 2023 (the "Deposit Agreement"), among the Company, Meridian Trust Company, N.A., a national banking association organized under the laws of the United States, having its principal office at 500 Ross Street, Pittsburgh, Pennsylvania 15219 (the "Depositary"), and all holders and beneficial owners of ADSs issued thereunder from time to time, a substantially final form of which has been presented to and reviewed by the Board at this meeting;
FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Ronan McBride, in his capacity as Chief Financial Officer, each acting alone or together, to execute and deliver the Deposit Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as such authorized officers may, in their sole discretion, deem necessary, appropriate, or advisable;
FURTHER RESOLVED, that the Board hereby confirms the ratio of ADSs to Ordinary Shares under the Deposit Agreement shall be one (1) ADS for each one (1) Ordinary Share deposited with the Depositary, and that such ratio may be amended from time to time by mutual agreement of the Company and the Depositary in accordance with the terms of the Deposit Agreement.
E. Resolution 4 — Approval of the Registration Rights Agreement
RESOLVED, that the Board hereby approves the form, terms, and provisions of the Registration Rights Agreement, to be dated as of March 2, 2023 (the "Registration Rights Agreement"), among the Company and the following pre-IPO institutional shareholders (the "Holders"):
(a) Greystone Ventures Fund III, L.P., holding 5,600,000 Ordinary Shares, representing approximately 20.0% of the Company's pre-IPO issued and outstanding share capital;
(b) Pinnacle Health Innovation Fund, L.P., holding 4,480,000 Ordinary Shares, representing approximately 16.0% of the Company's pre-IPO issued and outstanding share capital; and
(c) Elkridge Growth Partners II, L.P., holding 2,800,000 Ordinary Shares, representing approximately 10.0% of the Company's pre-IPO issued and outstanding share capital;
a substantially final form of which has been presented to and reviewed by the Board at this meeting;
FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Fiona Drennan, in her capacity as General Counsel, each acting alone or together, to execute and deliver the Registration Rights Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as such authorized officers may, in their sole discretion, deem necessary, appropriate, or advisable;
FURTHER RESOLVED, that the Board hereby acknowledges that the demand registration rights and piggyback registration rights granted to the Holders under the Registration Rights Agreement shall become exercisable following the expiration of the 180-day lock-up period, expected to expire on August 29, 2023, in accordance with the terms of the lock-up agreements executed by the Holders.
F. Resolution 5 — Authorization of Lock-Up Agreements
RESOLVED, that the Board hereby acknowledges, approves, and ratifies the execution and delivery by each director, executive officer, and holder of one percent (1%) or more of the pre-IPO issued and outstanding Ordinary Shares of the Company of lock-up agreements (the "Lock-Up Agreements") in favor of Keystone Mercer & Co., LLC, as representative of the Underwriters, substantially in the form previously circulated to and reviewed by the Board;
FURTHER RESOLVED, that the Board notes that the Lock-Up Agreements cover an aggregate of 23,480,000 Ordinary Shares, representing approximately 83.9% of the 28,000,000 Ordinary Shares issued and outstanding immediately prior to the Offering, and provide for a lock-up period of one hundred eighty (180) days commencing on March 2, 2023 (the date of the Underwriting Agreement and the final Prospectus) and expiring on August 29, 2023, during which period the parties thereto may not, without the prior written consent of Keystone Mercer, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any Ordinary Shares, ADSs, or securities convertible into or exchangeable or exercisable for Ordinary Shares or ADSs, subject to certain customary exceptions set forth in the Lock-Up Agreements.
G. Resolution 6 — Authorization of the Registration Statement and Prospectus
RESOLVED, that the Board hereby approves and authorizes the preparation, filing, and effectiveness of the Registration Statement on Form S-1 (SEC File No. 333-268514) and any and all pre-effective and post-effective amendments thereto, and the final Prospectus forming a part thereof, with the United States Securities and Exchange Commission (the "SEC"), in connection with the registration of the ADSs and the underlying Ordinary Shares under the Securities Act;
FURTHER RESOLVED, that the Board hereby authorizes Dr. Cormac Tierney (Chief Executive Officer), Ronan McBride (Chief Financial Officer), and Fiona Drennan (General Counsel) to sign the Registration Statement and any and all amendments thereto (including post-effective amendments) on behalf of the Company, and to execute and file with the SEC any and all documents, certificates, powers of attorney, and other instruments as may be necessary or advisable in connection with the Registration Statement, including any Form F-X or other documents required to be filed with the SEC by an Irish issuer registering securities under the Securities Act;
FURTHER RESOLVED, that the Board hereby authorizes the inclusion in the Registration Statement and Prospectus of all information regarding the Company, its business, financial condition, results of operations, risk factors, management, principal shareholders, and related matters as may be required under the Securities Act, the rules and regulations of the SEC thereunder, and the listing standards of the Nasdaq Stock Market, and as the authorized officers of the Company may deem appropriate.
H. Resolution 7 — Officers' Certificates and Closing Deliverables
RESOLVED, that the Board hereby authorizes and directs Dr. Cormac Tierney, in his capacity as Chief Executive Officer, and Ronan McBride, in his capacity as Chief Financial Officer, to execute and deliver on behalf of the Company the Officers' Certificate required to be delivered to the Underwriters at the closing of the Offering pursuant to Section 7(g) of the Underwriting Agreement, certifying as to the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement and the satisfaction of the conditions to closing set forth therein;
FURTHER RESOLVED, that the Board hereby authorizes and directs Fiona Drennan, in her capacity as Company Secretary, to execute and deliver on behalf of the Company the Secretary's Certificate required to be delivered to the Underwriters at the closing of the Offering pursuant to Section 7(h) of the Underwriting Agreement, including certified copies of the resolutions of the Board and the shareholders, the incumbency certificate, and the constitutional documents of the Company;
FURTHER RESOLVED, that the Board hereby authorizes the appropriate officers of the Company to execute and deliver all other certificates, opinions, comfort letters, closing statements, and other deliverables as may be required or customary at the closing of the Offering in accordance with the Underwriting Agreement and applicable law and practice.
I. Resolution 8 — Engagement of Advisors and Service Providers
RESOLVED, that the Board hereby ratifies and confirms the engagement of the following advisors and service providers in connection with the Offering and the ongoing obligations of the Company as a public reporting company:
(a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10174, as issuer's counsel to the Company in connection with the Offering and U.S. securities law matters, pursuant to an engagement letter effective September 19, 2022, with Theodore Langston serving as the responsible partner and Vivienne St. Claire serving as the billing partner;
(b) Calderwood & Associates LLP, as independent registered public accounting firm and auditor of the Company, registered with the Public Company Accounting Oversight Board ("PCAOB"), with Patricia Yuen serving as engagement partner, having audited the Company's consolidated financial statements for the fiscal years ended December 31, 2020, December 31, 2021, and December 31, 2022, as included in the Registration Statement and Prospectus;
(c) Meridian Trust Company, N.A., 500 Ross Street, Pittsburgh, Pennsylvania 15219, as ADS depositary under the Deposit Agreement and as transfer agent and registrar for the Ordinary Shares deposited thereunder;
(d) Northvale Fiduciary Services LLC, 1 Liberty Plaza, Suite 4200, New York, New York 10006, as escrow agent for the deposit and release of IPO proceeds pending closing of the Offering, pursuant to an escrow agreement among the Company, Northvale Fiduciary Services LLC, and the Underwriters;
(e) Ashford Wren & Co., as insurance broker for the placement of directors' and officers' liability insurance, and Ironclad Specialty Insurance Co., as the carrier providing the primary layer of directors' and officers' liability insurance coverage in the amount of $20,000,000, bound at the pricing of the Offering on March 2, 2023, with the policy period commencing on such date;
FURTHER RESOLVED, that the Board hereby authorizes the CEO and CFO, each acting alone or together, to negotiate and finalize the terms of engagement with each of the foregoing advisors and service providers, and to execute and deliver any engagement letters, fee agreements, or other contracts in connection therewith.
J. Resolution 9 — Use of Proceeds
RESOLVED, that the Board hereby approves the intended use of net proceeds from the Offering, which are estimated to be approximately $76,275,000 (based on aggregate gross proceeds of $85,000,000 assuming full exercise of the Overallotment Option, less the underwriting discount of $5,525,000 and estimated offering expenses of $3,200,000), substantially as follows:
(a) Approximately 40% (approximately $30,510,000) for the completion of ongoing and planned clinical trials for the Company's lead product, the OrthoSync™ robotic surgical navigation system, and for the preparation and submission of regulatory filings in the United States (FDA 510(k) and/or De Novo classification) and the European Union (CE marking under the EU Medical Devices Regulation (EU) 2017/745);
(b) Approximately 25% (approximately $19,068,750) for commercial expansion activities in the United States and the European Union, including the build-out of a direct sales force, establishment of distribution partnerships, and marketing and market access programs for OrthoSync™;
(c) Approximately 20% (approximately $15,255,000) for research and development activities related to next-generation surgical navigation and robotic assistance platforms, including software development, sensor integration, and artificial intelligence and machine learning capabilities;
(d) Approximately 15% (approximately $11,441,250) for working capital and general corporate purposes, including capital expenditures, lease obligations, and other general operating expenses of the Company;
FURTHER RESOLVED, that the Board acknowledges that the foregoing allocation of net proceeds represents the Company's current intentions based upon its present plans and business conditions, and that the Company may reallocate the net proceeds from time to time as business conditions warrant, in the discretion of management, subject to applicable disclosure obligations.
K. Resolution 10 — General Authority
RESOLVED, that each of Dr. Cormac Tierney (Chief Executive Officer), Ronan McBride (Chief Financial Officer), Fiona Drennan (General Counsel and Company Secretary), and any other officer of the Company acting at the direction of any of the foregoing, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take all such further actions and to execute, deliver, and file all such further agreements, instruments, documents, certificates, filings, consents, applications, notices, and other papers as any such authorized person may, in his or her sole discretion, deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, including without limitation:
(a) the execution and delivery of any and all certificates, letters, agreements, filings, and other instruments required to be delivered at or in connection with the closing of the Offering;
(b) the filing of any and all documents with the SEC, the Nasdaq Stock Market, the CRO, the Central Ridgeway Trust Bank, the Irish Revenue Commissioners, or any other governmental or regulatory authority as may be required in connection with the Offering;
(c) the payment of all fees, commissions, expenses, and other amounts payable in connection with the Offering; and
(d) the taking of any and all other actions as may be necessary, appropriate, or advisable to give effect to the foregoing resolutions;
the performance of any such action by any such authorized person to be conclusive evidence of such person's determination that such action is necessary, appropriate, or advisable.
L. Certification by Company Secretary
I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at the Board Meeting held on February 15, 2023. Such resolutions were adopted by the unanimous vote of all directors present, constituting a quorum, and have not been amended, modified, rescinded, revoked, or superseded, and remain in full force and effect as of the date hereof.
Fiona Drennan Company Secretary Solstice Biomedical Devices Limited
Date: March 21, 2023
III. EXHIBIT B — RESOLUTIONS OF THE SHAREHOLDERS
EXHIBIT B
CERTIFIED TRUE COPY
RESOLUTIONS OF THE SHAREHOLDERS
OF
SOLSTICE BIOMEDICAL DEVICES LIMITED
Adopted at an Extraordinary General Meeting on February 14, 2023
A. Meeting Details
The following is a certified true and complete copy of the resolutions duly adopted by the shareholders of Solstice Biomedical Devices Limited at an extraordinary general meeting of the shareholders (the "EGM") held on February 14, 2023, commencing at 2:00 p.m. (Greenwich Mean Time), at the registered office of the Company, Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.
Notice of the EGM was duly given to all shareholders entitled to receive notice in accordance with the Company's Constitution and Sections 176 through 183 of the Companies Act. At least twenty-one (21) days' prior written notice of the EGM was provided to all shareholders, together with copies of the proposed resolutions and such supporting materials as the Board of Directors determined to be appropriate.
Shareholders holding an aggregate of 26,880,000 Ordinary Shares, representing 96.0% of the 28,000,000 Ordinary Shares then issued and outstanding, were present in person or represented by proxy, constituting a quorum and satisfying the requisite voting thresholds for the passage of both ordinary and special resolutions under the Companies Act and the Company's Articles of Association. Specifically, the threshold for a special resolution (not less than 75% of the votes cast by members present and voting) was satisfied in respect of each special resolution set forth below.
Declan Whitfield, as Board Chair, served as chairman of the EGM. Fiona Drennan, Company Secretary, acted as secretary of the meeting and confirmed the proper constitution of the meeting, the adequacy of notice, and the presence of a quorum.
After presentation of the proposed resolutions and full deliberation thereon, the following resolutions were put to the shareholders and adopted:
B. Special Resolution 1 — Amendment of Authorized Share Capital
RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the authorized share capital of the Company be and is hereby increased from 50,000,000 ordinary shares of €0.01 nominal value each to 100,000,000 ordinary shares of €0.01 nominal value each, and that the Memorandum of Association of the Company be and is hereby amended accordingly to reflect such increase.
The Company Secretary noted for the record that this amendment to the authorized share capital was adopted in compliance with Section 83 and Part 17 of the Companies Act, and that the necessary filings to give effect to this amendment, including the filing of an amended Memorandum of Association and the appropriate notification forms, have been submitted to the Irish Companies Registration Office (CRO No. 587412). The Company Secretary further confirmed that the CRO had acknowledged receipt of such filings and that the register of the CRO would be updated in due course.
C. Special Resolution 2 — Authorization to Allot Shares
RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the directors of the Company be and are hereby generally and unconditionally authorized, pursuant to Section 1021 of the Companies Act, to exercise all powers of the Company to allot and issue relevant securities (within the meaning of Section 1021 of the Companies Act), provided that the aggregate nominal value of the relevant securities allotted and issued pursuant to this authority shall not exceed the nominal value of 7,666,667 ordinary shares of €0.01 nominal value each (being €76,666.67 in aggregate nominal value), such shares to be allotted and issued in connection with the initial public offering of American Depositary Shares of the Company, and comprised of:
(a) 6,666,667 ordinary shares underlying the Firm ADSs to be sold at the closing of the Offering; and
(b) up to 1,000,000 ordinary shares underlying the Option ADSs that may be issued upon exercise of the overallotment option granted to the Underwriters under the Underwriting Agreement;
FURTHER RESOLVED, that this authority shall expire on the date that is five (5) years from the date of this resolution (i.e., February 14, 2028), unless previously renewed, varied, or revoked by the shareholders of the Company, provided that the Company may, before the expiry of such authority, make an offer or agreement that would or might require relevant securities to be allotted after such expiry, and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
D. Special Resolution 3 — Disapplication of Statutory Pre-Emption Rights
RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the statutory pre-emption rights of existing shareholders under Section 1022 of the Companies Act (and any similar or analogous provision in the Company's Constitution) be and are hereby disapplied with respect to the allotment and issuance of up to 7,666,667 ordinary shares of €0.01 nominal value each in connection with the initial public offering of ADSs, on the terms and conditions described in the Registration Statement and the Underwriting Agreement, including both the Firm ADSs and the Option ADSs.
This disapplication is granted on the basis that the shares to be allotted will be offered to public investors in the United States and internationally through the Offering, and that the application of statutory pre-emption rights would be impracticable and would frustrate the Company's ability to consummate the Offering. This disapplication shall apply solely to the allotment and issuance of shares in connection with the Offering and shall not constitute a general disapplication of statutory pre-emption rights for any other purpose.
E. Ordinary Resolution — Approval of IPO and Related Transactions
RESOLVED (as an ordinary resolution, passed with the approval of a simple majority of the votes cast by shareholders present and voting in person or by proxy), that the shareholders of the Company hereby approve and ratify the initial public offering of ADSs of the Company on the Nasdaq Global Market, including the execution and delivery by the Company of the Underwriting Agreement, the Deposit Agreement, and the Registration Rights Agreement, and all transactions and actions contemplated thereby, on the terms and conditions described to the shareholders at this meeting and set forth in the materials circulated to shareholders in advance of the EGM.
FURTHER RESOLVED, that the shareholders hereby confirm and ratify all prior actions taken by the Board of Directors, the officers of the Company, and the advisors of the Company in preparation for and in furtherance of the Offering and the transactions contemplated thereby.
F. Certification by Company Secretary
I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the shareholders of the Company at the Extraordinary General Meeting held on February 14, 2023. Each special resolution set forth above was passed with the approval of not less than 75% of the votes cast by shareholders entitled to vote and present in person or by proxy. Each ordinary resolution set forth above was passed with the approval of a simple majority of the votes so cast. Such resolutions have not been amended, modified, rescinded, revoked, or superseded, and remain in full force and effect as of the date hereof.
Fiona Drennan Company Secretary Solstice Biomedical Devices Limited
Date: March 21, 2023
IV. EXHIBIT C — INCUMBENCY CERTIFICATE
EXHIBIT C
CERTIFICATE OF INCUMBENCY
OFFICERS AND DIRECTORS
OF
SOLSTICE BIOMEDICAL DEVICES LIMITED
As of March 21, 2023
A. Introduction.  I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited (CRO No. 587412), hereby certify that, as of the closing date of the Offering on March 21, 2023, the following persons hold the offices and positions set forth opposite their respective names and that the specimen signatures set forth opposite their respective names are the true and genuine signatures of such persons.
B. Officers and Directors
The Board of Directors of the Company is currently composed of seven (7) directors, of whom four (4) — Declan Whitfield, Margaret Calloway, Dr. Rajiv Sundaram, and Claire Ashworth — are independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Eoin Gallagher, who served as a non-executive director prior to the Offering, resigned from the Board effective March 1, 2023, and was replaced by Claire Ashworth, who was appointed by the Board on the same date. The Board composition satisfies the requirements of the Nasdaq Listing Rules with respect to board independence and the independence of the chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
C. Certification.  I hereby certify that each person named in the table above has been duly elected or appointed to the office or position set forth opposite his or her name in accordance with the Companies Act and the Company's Constitution; that each such person continues to hold such office or position as of the date hereof; that no other person holds or has been appointed to hold any such office or position (other than as expressly noted above); and that the signature set forth opposite each such person's name is a true and genuine specimen signature of such person.
Fiona Drennan Company Secretary Solstice Biomedical Devices Limited
Date: March 21, 2023
V. EXHIBIT D — MEMORANDUM AND ARTICLES OF ASSOCIATION
EXHIBIT D
CERTIFIED TRUE COPY
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
SOLSTICE BIOMEDICAL DEVICES LIMITED
As Amended Through February 14, 2023
A. Certification.  I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby certify that attached immediately following this certification page is a true, complete, and correct copy of the Memorandum and Articles of Association of the Company, as amended through the date hereof, including the amendment to authorized share capital adopted by the shareholders of the Company by special resolution at the Extraordinary General Meeting held on February 14, 2023 (as described in Exhibit B hereto). The attached Memorandum and Articles of Association constitute the entirety of the constitutional documents of the Company as currently in effect.
B. Summary of Key Provisions
For the convenience of the Underwriters and their counsel, the following is a summary of certain key provisions of the Memorandum and Articles of Association. This summary is qualified in its entirety by reference to the full text of the attached constitutional documents.
Memorandum of Association:
1. Company Name. The name of the Company is Solstice Biomedical Devices Limited.
2. Registered Office. The registered office of the Company is situated at Unit 7, Lakeview Technology Campus, Parkmore East, Galway, H91 XK72, Ireland.
3. Objects. The objects for which the Company is established include: (a) the design, development, manufacture, commercialization, marketing, distribution, import, export, and sale of medical devices, surgical instruments, robotic systems, navigation platforms, and related software, components, and accessories; (b) the conduct of research and development in the fields of medical technology, biomedical engineering, robotics, and artificial intelligence; (c) the acquisition and licensing of intellectual property, patents, trademarks, trade secrets, and know-how; and (d) all such other lawful acts, activities, and things as may be incidental or conducive to the attainment of the above objects, including without limitation the borrowing or raising of money, the granting of security over the assets of the Company, and the investment of funds of the Company in such manner as the directors may determine.
4. Authorized Share Capital. The authorized share capital of the Company is 100,000,000 ordinary shares of €0.01 nominal value each (as amended by the special resolution adopted at the Extraordinary General Meeting held on February 14, 2023, increasing the authorized share capital from 50,000,000 to 100,000,000 ordinary shares).
5. Liability of Members. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
Articles of Association (Key Provisions Noted):
6. Share Transfer Provisions. The Articles provide that Ordinary Shares are transferable by instrument in writing in the form approved by the directors, subject to such restrictions on transfer as may be imposed by the directors from time to time. The directors may, in their absolute discretion and without assigning any reason therefor, decline to register a transfer of shares to a person of whom they do not approve, provided that such discretion shall not be exercised in a manner that would prevent dealings in the ADSs on the Nasdaq Global Market. The provisions relating to transfers of shares have been reviewed for compliance with the Nasdaq Listing Rules.
7. Board Composition and Powers. The Articles provide for a Board of Directors of not fewer than three (3) and not more than eleven (11) directors, with the actual number to be determined by the Board from time to time. The current Board is comprised of seven (7) directors, of whom a majority (four) are independent. The Board has full power and authority to manage the business and affairs of the Company, subject to the provisions of the Companies Act and the Company's Constitution. The Articles include provisions for the appointment, retirement, removal, and replacement of directors, as well as provisions regarding directors' interests and conflicts of interest, consistent with the Companies Act and the Nasdaq Listing Rules.
8. Quorum Requirements. The quorum for meetings of the Board of Directors shall be a majority of the directors then in office, provided that at least two (2) directors are present. The quorum for general meetings of the shareholders shall be two or more shareholders present in person or by proxy and holding at least one-third of the issued and outstanding shares carrying the right to vote.
9. Dividend Provisions. The Articles provide that the Company may, by ordinary resolution, declare dividends, but no dividend shall exceed the amount recommended by the directors. The directors may pay interim dividends if they appear to be justified by the profits of the Company. All dividends shall be declared and paid in euro or in such other currency as the directors may determine. Dividends paid to shareholders may be subject to Irish dividend withholding tax ("DWT") at the standard rate (currently 25%), unless an exemption applies.
10. Indemnification of Directors and Officers. The Articles provide for the indemnification of directors and officers of the Company to the fullest extent permitted by the Companies Act, including indemnification against all costs, charges, losses, expenses, and liabilities incurred in connection with any proceedings arising out of their service to the Company, subject to the limitations set forth in Section 235 of the Companies Act.
11. Company Secretary. The Articles provide that the Company shall have a Company Secretary appointed by the directors, who shall hold office on such terms and conditions as the directors may determine. The Company Secretary shall have the duties and responsibilities conferred by the Companies Act and the Company's Constitution, including the custody of the statutory registers and minute books of the Company.
12. Nasdaq Corporate Governance. The Articles include provisions consistent with the corporate governance requirements of the Nasdaq Stock Market LLC, including requirements for a majority-independent board, independent audit, compensation, and nominating/governance committees, and other provisions as required under the Nasdaq Listing Rules.
C. Statement of Currency
I hereby certify that the attached Memorandum and Articles of Association are the constitutional documents of the Company as currently in effect. The Memorandum and Articles of Association have not been further amended, restated, supplemented, or modified since the date of the last amendment described herein (i.e., the amendment to authorized share capital adopted at the Extraordinary General Meeting held on February 14, 2023). No resolution has been proposed or adopted, and no action has been taken, to further amend, restate, supplement, or modify the Memorandum and Articles of Association.
Fiona Drennan Company Secretary Solstice Biomedical Devices Limited
Date: March 21, 2023
VI. ADDITIONAL CERTIFICATIONS
In addition to the certifications set forth above and in the Exhibits attached hereto, I, Fiona Drennan, Company Secretary of Solstice Biomedical Devices Limited, hereby further certify as follows:
A. Good Standing / Existence
The Company is validly existing and has not been struck off the register of companies maintained by the Irish Companies Registration Office (CRO No. 587412). As of the date hereof, the Company is not subject to any involuntary strike-off proceedings, and no notice has been received from the CRO of any proposed strike-off action. The Company is not the subject of any winding-up petition, receivership, examinership, or similar insolvency or reorganization proceedings under the Companies Act or otherwise. The Company has filed all annual returns with the CRO that are required to have been filed as of the date hereof, and the Company is in compliance with its filing obligations under the Companies Act. For the avoidance of doubt, the concept of "good standing" as understood under the laws of certain U.S. states does not have a direct equivalent under Irish law; however, the certifications set forth in this paragraph are intended to provide substantially equivalent comfort with respect to the valid existence and corporate status of the Company under Irish law.
B. No Proceedings
To my knowledge, after due inquiry, there are no proceedings, actions, petitions, applications, or orders pending or threatened against or in respect of the Company for the dissolution, liquidation, winding-up, examinership, receivership, or other analogous proceeding in respect of the Company, whether under the Companies Act, the laws of Ireland, or the laws of any other jurisdiction. No resolutions have been passed, proposed, or noticed for the voluntary winding-up of the Company or for the appointment of a liquidator, examiner, or receiver. There is no resolution pending or proposed for the striking off of the Company from the register of companies maintained by the CRO.
C. No Amendments
None of the resolutions of the Board of Directors set forth in Exhibit A hereto, and none of the resolutions of the shareholders set forth in Exhibit B hereto, have been amended, modified, rescinded, revoked, or superseded in whole or in part since the respective dates of their adoption. Each such resolution remains in full force and effect as of the date hereof, without variation or qualification. No resolutions have been adopted, and no actions have been taken, by the Board of Directors or the shareholders of the Company that are inconsistent with or contradictory to the resolutions set forth in Exhibits A and B hereto.
VII. SIGNATURE BLOCK
IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of the date first set forth below.
SOLSTICE BIOMEDICAL DEVICES LIMITED
By: ________
Name: Fiona Drennan
Title: Company Secretary & General Counsel
Date: March 21, 2023
Place of Execution: Galway, Ireland
VIII. ACKNOWLEDGMENT / NOTARIAL BLOCK
NOTARIAL ACKNOWLEDGMENT
State / Country: Republic of Ireland
County: Galway
On this 21st day of March, 2023, before me, the undersigned Notary Public in and for the County of Galway, Republic of Ireland, personally appeared Fiona Drennan, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity as Company Secretary and General Counsel of Solstice Biomedical Devices Limited (CRO No. 587412), and that by her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
Name: ________
Notary Registration No.: ________ My Commission Expires: ________
[Notarial Seal / Stamp]
This Secretary's Certificate, together with all Exhibits attached hereto, may be subject to apostille or further authentication as may be required under the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (dated October 5, 1961), to the extent applicable in the context of an Irish company delivering certificates in connection with a U.S. securities transaction. The Company's counsel, Calderwood & Harkness LLP, should be consulted regarding any additional authentication requirements.
CONFIDENTIAL — FOR USE OF THE UNDERWRITERS AND THEIR COUNSEL ONLY Prepared by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10174
Name | Title / Position | Specimen Signature
Dr. Cormac Tierney | Chief Executive Officer & Co-Founder; Executive Director | /s/ Cormac Tierney
Dr. Siobhán Kelleher | Chief Technology Officer & Co-Founder; Executive Director | /s/ Siobhán Kelleher
Ronan McBride | Chief Financial Officer | /s/ Ronan McBride
Fiona Drennan | General Counsel & Company Secretary | /s/ Fiona Drennan
Declan Whitfield | Board Chair; Independent Non-Executive Director | /s/ Declan Whitfield
Margaret Calloway | Independent Non-Executive Director; Chair, Audit Committee | /s/ Margaret Calloway
Dr. Rajiv Sundaram | Independent Non-Executive Director; Chair, Compensation Committee | /s/ Rajiv Sundaram
Claire Ashworth | Independent Non-Executive Director; Chair, Nominating and Corporate Governance Committee | /s/ Claire Ashworth

SECRETARY'S CERTIFICATE

SOLSTICE BIOMEDICAL DEVICES LIMITED

I. INTRODUCTORY CERTIFICATION AND RECITALS

EXHIBIT A

CERTIFIED TRUE COPY

RESOLUTIONS OF THE BOARD OF DIRECTORS

SOLSTICE BIOMEDICAL DEVICES LIMITED

EXHIBIT B

CERTIFIED TRUE COPY

RESOLUTIONS OF THE SHAREHOLDERS

SOLSTICE BIOMEDICAL DEVICES LIMITED

EXHIBIT C

CERTIFICATE OF INCUMBENCY

OFFICERS AND DIRECTORS

SOLSTICE BIOMEDICAL DEVICES LIMITED

EXHIBIT D

CERTIFIED TRUE COPY

MEMORANDUM AND ARTICLES OF ASSOCIATION

SOLSTICE BIOMEDICAL DEVICES LIMITED

VI. ADDITIONAL CERTIFICATIONS

VII. SIGNATURE BLOCK

SOLSTICE BIOMEDICAL DEVICES LIMITED

Record

Parties

Dates

Amounts