1037-00001 · Client 1037 · Engagement

engagement-letter-solstice-ipo.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, NY 10174

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

September 19, 2022

VIA EMAIL AND INTERNATIONAL COURIER

Ms. Fiona Drennan General Counsel Solstice Biomedical Devices Limited Unit 7, Lakeview Technology Campus Parkmore East, Galway H91 XK72, Ireland

Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Proposed Initial Public Offering of American Depositary Shares of Solstice Biomedical Devices Limited (Nasdaq Global Market)

Dear Ms. Drennan:

1. Introduction and Purpose

Calderwood & Harkness LLP ("we," "the Firm," or "C&H") is pleased to confirm our engagement by Solstice Biomedical Devices Limited ("Solstice," "SBD," or the "Company"), a private company limited by shares incorporated in Ireland under the Irish Companies Act 2014 (Companies Registration Office No. 587412), as issuer's counsel in connection with the Company's proposed initial public offering (the "IPO" or the "Offering"). We greatly appreciate the confidence you and the Company's Board of Directors have placed in the Firm, and we look forward to working with you and your team throughout this process.

As we understand it, the Offering contemplates the sale by the Company of American Depositary Shares ("ADSs"), each representing one (1) ordinary share of the Company, par value €0.01 per share, to be listed and traded on the Nasdaq Global Market. The Company is targeting gross proceeds of approximately $85,000,000 from the Offering, subject to market conditions and the final determination of the public offering price in consultation with the underwriters. The structure of the Offering, including whether it will include a secondary component by selling shareholders, remains subject to further discussion and the approval of the Company's Board of Directors.

This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will represent the Company in connection with the Offering. We ask that you review this letter carefully, and we are available to discuss any of its provisions at your convenience.

Theodore Langston, a Partner in the Firm's Capital Markets practice, will serve as the responsible partner for this engagement and will have overall supervisory responsibility for the Firm's representation of the Company in connection with the Offering. Vivienne St. Claire, also a Partner in the Capital Markets practice, will serve as the billing partner for this engagement and will be the primary point of contact for all fee-related and administrative matters. The staffing of the engagement team is described in greater detail in Section 4 below.

2. Scope of Representation

The Firm will serve as issuer's counsel to the Company in connection with the Offering. In that capacity, the Firm expects to undertake the following principal workstreams and related advisory services. This description is intended to provide a general overview of the scope of our engagement and is not intended to be exhaustive of every task or activity that may be required in connection with a transaction of this nature.

2.1 SEC Registration Statement and Prospectus

The Firm will be responsible for the preparation, drafting, review, and filing of the Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the United States Securities and Exchange Commission (the "SEC"). Our work in this regard will include, without limitation, the following:

(a) Preparation and drafting of the initial confidential draft registration statement to be submitted to the SEC pursuant to the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), assuming the Company qualifies as an "emerging growth company" as defined therein, as well as all subsequent amendments thereto, whether submitted on a confidential basis or filed publicly.

(b) Preparation of the prospectus forming a part of the Registration Statement, including all required disclosures under Regulation S-K promulgated under the Securities Act and the specific requirements of Form S-1. This includes, but is not limited to, the drafting and review of the following sections: prospectus summary, risk factors, use of proceeds, dividend policy, capitalization, dilution, selected financial data, management's discussion and analysis of financial condition and results of operations, business, regulatory overview, management and corporate governance, executive compensation, certain relationships and related-party transactions, principal shareholders, description of share capital, description of American Depositary Shares, shares eligible for future sale, taxation, underwriting, legal matters, and experts.

(c) Review and coordination of the financial statement presentation and related footnotes included in the Registration Statement with the Company's independent registered public accounting firm, Calderwood & Associates LLP (Patricia Yuen, Engagement Partner). This coordination will include review of audited and unaudited interim financial statements, pro forma financial information (if applicable), and all accounting-related disclosures for consistency with the narrative portions of the prospectus.

(d) Preparation of draft responses to any SEC staff comment letters issued by the Division of Corporation Finance with respect to the Registration Statement or any amendment thereto. The Firm will coordinate with the Company, its management, Calderwood & Associates LLP, and underwriters' counsel in preparing such responses, and will manage the iterative review process with the SEC staff through to resolution of all comments.

(e) Coordination with the Company, the underwriters, and underwriters' counsel to obtain effectiveness of the Registration Statement, including preparation and filing of any acceleration request and related correspondence with the SEC.

(f) Preparation and filing of the final prospectus with the SEC following pricing of the Offering in accordance with Rule 424(b) under the Securities Act.

2.2 Underwriting Agreement and Related Transaction Documents

The Firm will be responsible for the drafting and negotiation of the Underwriting Agreement (the "Underwriting Agreement") among the Company and the several underwriters party thereto. As currently contemplated, Keystone Mercer & Co., LLC will act as lead bookrunning manager and representative of the several underwriters (the "Representative"), together with anticipated co-managers Ridgeline Capital Markets, Inc. and Broadleaf Partners LLC. The Firm's work in this regard will include:

(a) Preparation of the initial draft of the Underwriting Agreement, which is expected to be based on customary precedent forms for firm commitment underwritten initial public offerings of ADSs by foreign private issuers listed on the Nasdaq Global Market.

(b) Negotiation of the principal commercial and legal terms of the Underwriting Agreement, including the underwriting discount and commissions, the representations and warranties of the Company, the indemnification and contribution provisions (including the scope of the Company's indemnification obligations to the underwriters and the underwriters' reciprocal indemnification obligations to the Company), conditions precedent to the obligations of the underwriters to close the Offering, and the terms of the overallotment option (expected to be an option granted by the Company to the Representative to purchase up to an additional number of ADSs equal to 15% of the number of ADSs offered in the Offering, exercisable within 30 days following the date of the final prospectus).

(c) Coordination and negotiation with underwriters' counsel, Pellwick Raine LLP (Harrison Blake, Partner), on all aspects of the Underwriting Agreement and related transaction documents. We anticipate an iterative negotiation process and will endeavor to resolve issues efficiently while protecting the Company's interests.

(d) Preparation or review of any ancillary agreements or side letters related to the underwriting arrangements, including any agreement among underwriters, selected dealer agreement, or international selling restrictions documentation.

2.3 Lock-Up Agreements

The Firm will prepare the form of lock-up agreement (the "Lock-Up Agreement") to be executed by directors, executive officers, and holders of 1% or more of the Company's pre-IPO ordinary shares in favor of the Representative. We anticipate that the Lock-Up Agreement will provide for a lock-up period of 180 days following the date of the final prospectus, subject to customary exceptions and early release provisions to be negotiated with the Representative and its counsel.

The Firm will coordinate the circulation and execution of Lock-Up Agreements with the Company's pre-IPO institutional shareholders, including Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P., as well as with individual directors and officers of the Company. We will maintain a tracker of executed Lock-Up Agreements and provide periodic status updates to the Company and the Representative.

2.4 Deposit Agreement

The Firm will review, provide drafting assistance with respect to, and negotiate the Deposit Agreement (the "Deposit Agreement") among the Company, Meridian Trust Company, N.A. (acting as ADS depositary and transfer agent for the Company's ADS program), and holders and beneficial owners of ADSs from time to time. Our work in this regard will include:

(a) Review and negotiation of the terms of the Deposit Agreement, including provisions relating to the establishment and maintenance of the ADS program, the deposit and withdrawal of ordinary shares, issuance and cancellation of ADSs, and the rights and obligations of the depositary, the Company, and ADS holders.

(b) Advice on the ADS structure, including confirmation of the 1:1 ADS-to-ordinary-share ratio, coordination with the depositary on CUSIP assignment for the ADSs, and review of provisions governing dividend and distribution mechanics (including the conversion of euro-denominated dividends into U.S. dollars), voting rights pass-through procedures enabling ADS holders to instruct the depositary on the exercise of voting rights attached to the underlying ordinary shares, and depositary fee arrangements (including fees payable by ADS holders for issuance, cancellation, and annual service charges).

2.5 Registration Rights Agreement

The Firm will draft and negotiate the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and its pre-IPO institutional shareholders, including Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P. (collectively, the "Institutional Holders"). The Registration Rights Agreement is expected to provide the Institutional Holders with:

(a) Demand registration rights, entitling holders (individually or collectively) meeting specified ownership thresholds to require the Company to file a registration statement covering the resale of their registrable securities, subject to customary limitations on the number and frequency of demand registrations and customary blackout and deferral provisions.

(b) Piggyback registration rights, entitling holders to include their registrable securities in registration statements filed by the Company for its own account or for the account of other shareholders, subject to customary cutback and priority provisions as determined by the managing underwriter(s) of any such offering.

(c) Customary provisions regarding registration expenses, indemnification, information requirements, and related procedural matters.

2.6 Corporate Governance Restructuring

In connection with the IPO, the Firm will conduct a comprehensive corporate governance gap analysis and advise the Company on all steps necessary to bring the Company into compliance with the listing standards of the Nasdaq Global Market and applicable U.S. securities laws and regulations. This workstream will include:

(a) Analysis of the Company's existing corporate governance framework, including its memorandum and articles of association, board composition, and committee structure, against the requirements of the Nasdaq Global Market listing standards, including the requirement that a majority of the members of the Company's Board of Directors qualify as "independent directors" as defined by Nasdaq Rule 5605(a)(2).

(b) Advice on the establishment and chartering of the following committees of the Board of Directors, each with a composition and mandate consistent with Nasdaq listing standards and applicable rules of the SEC: (i) an Audit Committee, in compliance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Nasdaq Rule 5605(c); (ii) a Compensation Committee, in compliance with Nasdaq Rule 5605(d); and (iii) a Nominating and Corporate Governance Committee, in compliance with Nasdaq Rule 5605(e). The Firm will prepare the charter for each such committee.

(c) Advice on necessary amendments to the Company's memorandum and articles of association under the Irish Companies Act 2014, including amendment of the authorized share capital of the Company to provide for 100,000,000 ordinary shares at a nominal value of €0.01 per share, and such other amendments as may be necessary or desirable in connection with the IPO, the ADS program, and the Company's ongoing compliance with U.S. securities laws and Nasdaq listing standards.

(d) Preparation of all board resolutions and shareholder resolutions required to authorize the IPO and related transactions, including resolutions authorizing the filing of the Registration Statement, the execution and delivery of the Underwriting Agreement and other transaction documents, the issuance and allotment of ordinary shares underlying the ADSs to be sold in the Offering (including shares issuable upon exercise of the overallotment option), and the entry into the Deposit Agreement, Registration Rights Agreement, and other ancillary agreements.

(e) Advice on director and officer incumbency matters, including confirmation of the authority of directors and officers to execute transaction documents on behalf of the Company, and preparation of incumbency certificates for delivery at closing.

2.7 Tax Advisory

The Firm's tax practice will provide advisory services in connection with the Offering as follows:

(a) Preparation of a U.S. federal income tax analysis for holders of ADSs, to be included in the "Taxation" section of the prospectus. This analysis will address, among other things: (i) the classification of the Company for U.S. federal income tax purposes; (ii) passive foreign investment company ("PFIC") status analysis, including a review of the Company's income and asset composition for prior taxable years and projections for the current and future taxable years; (iii) Irish dividend withholding tax considerations applicable to distributions on ADSs; (iv) analysis of the benefits available to eligible ADS holders under the Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "U.S.–Ireland Double Taxation Convention"), including reduced withholding tax rates; (v) foreign tax credit implications for U.S. holders; and (vi) U.S. federal income tax treatment of the disposition of ADSs by U.S. holders, including the application of the capital gains rules.

(b) Review of the transfer pricing arrangements between the Company and its wholly owned U.S. subsidiary, Solstice Surgical Inc. (a Delaware corporation, EIN 87-4231568), including the existing cost-plus intercompany services agreement, for consistency with applicable transfer pricing principles under Section 482 of the Internal Revenue Code of 1986, as amended, and the OECD Transfer Pricing Guidelines.

(c) Tax advisory services in connection with this engagement will be led by Sylvia Hartwell, Specialist Partner, Tax. Ms. Hartwell and her team will coordinate with Mr. Langston, Ms. St. Claire, and the capital markets team to ensure that all tax-related disclosures in the Registration Statement are accurate and complete.

2.8 Regulatory Filings and Listing

The Firm will advise on and coordinate the preparation and submission of the following regulatory filings and applications:

(a) Preparation and submission of the Nasdaq Global Market listing application for the ADSs under the proposed ticker symbol "SBDX," including preparation of all supporting documentation, financial statements, corporate governance certifications, and other materials required by the Nasdaq Listing Qualifications Department.

(b) Preparation and filing of the FINRA corporate financing filing related to the underwriting arrangements, as required under FINRA Rule 5110, including disclosure of all items of underwriting compensation, lock-up arrangements, and other terms of the Offering that are subject to FINRA review.

(c) Assistance with any required Irish regulatory filings in connection with the Offering, including filings with the Companies Registration Office (CRO) in connection with amendments to the Company's memorandum and articles of association, allotment returns, and related matters. We note, however, that Irish legal opinions and substantive Irish law advice are outside the scope of this engagement, as discussed in Section 3 below.

2.9 D&O Insurance Coordination

The Firm will provide advisory assistance in connection with the placement of directors' and officers' liability insurance (the "D&O Insurance") to be effective at or prior to the pricing of the Offering. This will include coordination with the Company's selected insurance broker, review of proposed policy terms and coverage limits as they relate to the Company's obligations under the Underwriting Agreement (which will customarily require D&O Insurance to be in place as a condition to closing), and advice on customary coverage parameters for similarly situated companies completing an IPO on the Nasdaq Global Market.

2.10 Closing Deliverables

The Firm will prepare and coordinate all closing deliverables required in connection with the closing of the Offering, including:

(a) The legal opinion of issuer's counsel to be delivered to the underwriters at the closing of the Offering, including customary opinions as to the due organization and good standing of the Company (to the extent applicable under Irish law and as a matter of New York law), the due authorization, execution, and delivery of the Underwriting Agreement and other transaction documents, the valid issuance of the ordinary shares underlying the ADSs, and other matters customarily addressed in issuer's counsel opinions in IPO transactions.

(b) The negative assurance letter (commonly referred to as a "10b-5 letter") of issuer's counsel to be delivered to the underwriters at closing, providing negative assurance as to the absence of material misstatements or omissions in the Registration Statement and prospectus, based on the Firm's participation in the preparation of the Registration Statement and its review of information provided by the Company.

(c) The officers' certificate, to be executed by the Company's Chief Executive Officer and Chief Financial Officer, containing representations, warranties, and certifications as required by the Underwriting Agreement.

(d) The secretary's certificate, to be executed by the Company's secretary or assistant secretary, attaching certified copies of (i) the board resolutions and shareholder resolutions authorizing the Offering and related transactions, (ii) the Company's memorandum and articles of association (as amended), (iii) certificates of incumbency for directors and officers executing transaction documents, and (iv) such other constitutional documents as may be required.

(e) Preparation and supervision of the master closing checklist, which will serve as the definitive schedule of all documents, certificates, opinions, and other deliverables required at the closing and any subsequent overallotment closing.

(f) Coordination of the funds flow memorandum with the escrow agent, Northvale Fiduciary Services LLC, including the mechanics and timing for the release of offering proceeds from escrow to the Company's designated account following confirmation by the underwriters that all closing conditions have been satisfied.

(g) Review of the comfort letter to be issued by Calderwood & Associates LLP to the underwriters, including the initial comfort letter delivered at effectiveness and the bring-down comfort letter delivered at closing, to confirm that such letters conform to customary form and scope requirements.

3. Matters Outside the Scope of This Engagement

For the avoidance of doubt, the following matters are not included within the scope of this engagement and are expressly excluded from the Firm's representation of the Company hereunder:

(a) Representation of the Company in any subsequent securities offerings, follow-on offerings, secondary offerings, or other capital markets transactions following the completion of the IPO, unless separately agreed upon in writing between the Firm and the Company.

(b) Irish legal opinions. To the extent the underwriters or other parties require legal opinions as to matters of Irish law (including, without limitation, opinions regarding the due incorporation and existence of the Company under Irish law, the validity of the ordinary shares under Irish law, or other matters governed by Irish law), the Company should engage separate Irish counsel to provide such opinions. The Firm is not qualified to practice Irish law and will not render opinions on matters of Irish law.

(c) intellectual property prosecution, patent matters, or trademark or copyright registration. The Firm's engagement does not encompass any intellectual property prosecution work, patent application filings, freedom-to-operate analyses, or related matters. Disclosure of intellectual property matters in the Registration Statement will be based on information provided by the Company and its intellectual property counsel.

(d) Regulatory advice concerning submissions to the United States Food and Drug Administration (the "FDA"), including 510(k) premarket notifications, premarket approval (PMA) applications, investigational device exemption (IDE) clinical trial matters, or other FDA regulatory matters, other than as required for the preparation of accurate and complete disclosure in the Registration Statement regarding the Company's regulatory status and product pipeline.

(e) Representation of any individual director, officer, employee, or shareholder of the Company in his or her individual capacity. The Firm's client is the Company, as described in Section 6 below, and not any natural person or entity affiliated with the Company.

(f) Audit, accounting, or financial advisory services. Nothing in this engagement shall be construed as the provision of audit, accounting, or financial advisory services by the Firm.

4. Staffing

The Firm has assembled an experienced team of attorneys and professional staff to handle this engagement. The core engagement team will consist of the following individuals:

Responsible Partner: Theodore Langston, Partner, Capital Markets. Mr. Langston will have overall supervisory responsibility for the engagement and will be the Company's principal senior contact at the Firm for all substantive legal matters relating to the Offering.

Billing Partner: Vivienne St. Claire, Partner, Capital Markets. Ms. St. Claire will serve as the billing partner and will be responsible for all administrative, billing, and staffing matters relating to the engagement. Ms. St. Claire will also contribute substantively to the drafting and negotiation of key transaction documents.

Lead Associate: Natasha Forbes, Associate, Capital Markets. Ms. Forbes will have day-to-day responsibility for the drafting of the Registration Statement and prospectus, coordination of SEC filings and comment letter responses, and management of communications among the Company, underwriters, underwriters' counsel, and other working group participants. Ms. Forbes will serve as the primary point of contact for the Company's internal team on day-to-day drafting, scheduling, and process matters.

Working Associate: Eric Johannsen, Associate, Capital Markets. Mr. Johannsen will be responsible for due diligence coordination, management of the closing checklist, preparation of ancillary documents (including Lock-Up Agreements, certificates, and resolutions), and other tasks as assigned by the responsible partner and lead associate.

Specialist Partner: Sylvia Hartwell, Specialist Partner, Tax. Ms. Hartwell will lead all U.S. federal income tax analysis, including the preparation of the PFIC analysis memorandum, drafting of the taxation section of the prospectus, and review of the Company's transfer pricing arrangements involving Solstice Surgical Inc.

Additional attorneys and professional staff, including paraprofessionals and research specialists, may be assigned from time to time as required by the demands of the engagement. We will endeavor to ensure continuity and minimize the number of timekeepers involved, consistent with the efficient handling of the engagement and the timelines established by the working group.

5. Fee Arrangements

5.1 Billing Rates

The Firm's fees for this engagement will be based on the time expended by attorneys and professional staff assigned to the matter at their standard hourly billing rates, which are adjusted periodically (typically on or about January 1 of each year). The current hourly rates for members of the engagement team are representative and are set forth below:

The specific hourly rate applicable to each timekeeper assigned to this engagement falls within the ranges set forth above, depending on the individual's seniority, experience, and area of specialization. The Firm's standard rate schedule for the current calendar year is provided separately as an enclosure to this Engagement Letter and is incorporated herein by reference. Should the engagement extend into a calendar year in which the Firm adjusts its standard hourly rates, the adjusted rates will apply to services performed on and after the effective date of such adjustment.

5.2 Fee Estimate

Based on the Firm's extensive experience with comparable IPO transactions for first-time foreign private issuers listing ADSs on the Nasdaq Global Market, we estimate that total legal fees for this engagement will range from approximately $1,800,000 to $2,400,000. This estimate is based on the scope of work described in Section 2 above and reflects assumptions regarding, among other things, the number and complexity of SEC staff comment letter rounds, the extent of negotiation required with the underwriters and underwriters' counsel on the Underwriting Agreement and related transaction documents, the scope of corporate governance restructuring work, and the overall timeline for the Offering.

This estimate is provided for budgeting purposes only and does not constitute a fee cap, fixed fee, or maximum fee arrangement. Actual fees may be higher or lower than the estimated range depending on the actual time required to complete the engagement. We will endeavor to keep the Company informed of the status of fees as the engagement progresses and will promptly notify the Company if it appears that actual fees are likely to exceed the upper end of the estimated range.

Tax advisory fees incurred by Sylvia Hartwell and her team are included within the above estimate and are not separately billed.

5.3 Expenses. In addition to professional fees, the Company will reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses may include, without limitation, the following:

(a) SEC filing fees payable in connection with the Registration Statement (calculated based on the aggregate offering amount in accordance with the SEC's fee schedule);

(b) EDGAR filing agent charges for the preparation, formatting, and electronic filing of the Registration Statement and all amendments, correspondence, and ancillary filings;

(d) FINRA corporate financing filing fees;

(e) Travel expenses (airfare, hotel, meals, and ground transportation) incurred in connection with in-person working group sessions, organizational meetings, road show preparations, or other engagement-related travel, including travel to the Company's offices in Galway, Ireland, if required;

(f) Printing, reproduction, and binding costs;

(g) Courier and delivery charges; and

(h) Other reasonable disbursements customarily incurred in connection with IPO transactions.

Material expenses, including SEC filing fees, EDGAR filing agent charges, and Nasdaq listing application fees, will be billed through the Firm's invoices or, where applicable, billed directly to the Company by the relevant service provider. The Firm will consult with the Company before incurring any single expense item in excess of $10,000.

5.4 Billing and Payment Terms

Invoices will be rendered on a monthly basis and will reflect fees and expenses incurred during the preceding calendar month. Each invoice will provide a summary of hours expended by timekeeper, a description of services performed, and an itemization of disbursements. All invoices are due and payable within thirty (30) days of the date of the invoice.

The billing partner, Vivienne St. Claire, is the primary point of contact for all billing inquiries, including requests for additional detail regarding invoiced charges or adjustments to billing arrangements.

Upon execution of this Engagement Letter, the Firm requests that the Company remit an initial retainer in the amount of $250,000 (the "Initial Retainer") to the Firm's client trust account. The Initial Retainer will be held in trust and will be applied against the final invoice(s) rendered in connection with this engagement. To the extent the Initial Retainer exceeds the balance of fees and expenses due upon conclusion of the engagement, the excess will be promptly refunded to the Company. Wire transfer instructions for the Firm's client trust account will be provided under separate cover.

6. Client Identification and Conflicts

The Firm's client in this engagement is Solstice Biomedical Devices Limited, the Irish parent entity, and not any individual director, officer, employee, or shareholder of the Company, nor any subsidiary or affiliate of the Company (including, without limitation, Solstice Surgical Inc.), unless the scope of representation is expressly expanded by written agreement between the Firm and the Company. In the event that the interests of the Company and any of its directors, officers, shareholders, or affiliates diverge in any material respect, the Firm's duty of loyalty runs to the Company, and such individuals or entities should be advised to seek independent legal counsel.

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct, and, based on the information currently available to the Firm, we are not aware of any conflict of interest that would prevent the Firm from undertaking this representation.

The Company acknowledges that Calderwood & Harkness LLP is a large, diversified law firm with an extensive global practice. The Firm represents, and will continue to represent, other clients in the healthcare, medical device, life sciences, and capital markets sectors, including clients that may compete with or have interests adverse to the Company in matters unrelated to this engagement. By executing this Engagement Letter, the Company consents to the Firm's continued representation of such other clients in matters that are not substantially related to this engagement, provided that the Firm will not use any confidential information of the Company in connection with such other representations and will comply with all applicable ethical obligations regarding conflicts of interest.

7. Confidentiality

The Firm will maintain the confidentiality of all non-public information provided by the Company, its directors, officers, employees, agents, and advisors in connection with this engagement, and will not disclose such information to any third party without the Company's prior written consent, except to the extent that disclosure is (a) required by applicable law, regulation, court order, or subpoena; (b) necessary in connection with the Firm's performance of services under this engagement (including disclosure to working group members, such as the underwriters and underwriters' counsel, in the ordinary course of the IPO process); or (c) otherwise authorized by the Company.

The foregoing confidentiality obligations are in addition to, and not in limitation of, the Firm's obligations under the applicable Rules of Professional Conduct governing the confidentiality of client information, including Rule 1.6 of the New York Rules of Professional Conduct.

8. Document Retention

The Firm's standard document retention policy will apply to all files, documents, correspondence, electronic records, and other materials generated or received by the Firm in connection with this engagement. Under the Firm's current policy, engagement files are retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further notice to the Company, unless the Company has requested extended retention or return of specific materials.

Upon the conclusion of the engagement, the Company may request the return of original documents provided to the Firm in connection with this engagement. The Firm will retain copies of such original documents for its files, subject to the retention policy described above. Work product generated by the Firm (including internal memoranda, research, drafts, and attorney notes) will remain the property of the Firm, subject to the Company's right of access to the extent required by applicable professional responsibility rules.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the aggregate liability of Calderwood & Harkness LLP, its partners, associates, employees, and agents, arising out of or in connection with this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm under this Engagement Letter. This limitation of liability shall not apply in cases of gross negligence, willful misconduct, or fraud by the Firm or any of its partners, associates, employees, or agents.

The Company agrees that any claim arising out of or relating to the Firm's services under this Engagement Letter must be brought within two (2) years of the date on which the Company knew or reasonably should have known of the facts giving rise to such claim, regardless of any longer limitations period that might otherwise be available under applicable law.

10. Termination

Either party may terminate this engagement at any time upon thirty (30) calendar days' prior written notice to the other party. Termination of the engagement shall not relieve the Company of its obligation to pay all fees for services rendered and expenses incurred through the effective date of termination, including any unbilled work-in-progress as of such date.

Upon termination of the engagement by either party, the Firm will take reasonable steps to cooperate in the orderly transition of the engagement to successor counsel designated by the Company, including the transfer of relevant files, documents, and work product (subject to the Firm's document retention policy and payment of all outstanding fees and expenses). The Firm will not be required to take any action that would, in the Firm's judgment, compromise the Firm's ethical obligations or professional responsibilities.

11. Governing Law

This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's services hereunder shall be resolved exclusively in the courts of the State of New York located in the County of New York, or in the United States District Court for the Southern District of New York, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

12. Acceptance and Counterparts

We respectfully request that the Company indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return a copy of this letter to us at your earliest convenience. Upon your execution and return of this letter, together with remittance of the Initial Retainer described in Section 5.4, this Engagement Letter shall constitute a binding agreement between the Firm and the Company with respect to the matters described herein.

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

We are enthusiastic about the opportunity to represent Solstice Biomedical Devices Limited in this important transaction and are confident in the Company's readiness to access the U.S. public equity markets. Should you have any questions regarding this Engagement Letter or any aspect of the proposed engagement, please do not hesitate to contact Theodore Langston at (212) 506-7125 (tlangston@calderwoodharkness.com) or Vivienne St. Claire at (212) 506-7238 (vstclaire@calderwoodharkness.com).

We look forward to working with you and your team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner, Capital Markets

Responsible Partner

________________________________________

Vivienne St. Claire Partner, Capital Markets Billing Partner — Acknowledgment

ACCEPTANCE AND AGREEMENT

The undersigned, being duly authorized to act on behalf of Solstice Biomedical Devices Limited, hereby accepts and agrees to the terms and conditions set forth in this Engagement Letter, dated September 19, 2022, from Calderwood & Harkness LLP.

SOLSTICE BIOMEDICAL DEVICES LIMITED

By: ________

Name: Fiona Drennan

Title: General Counsel

Date: ________

Enclosures:

1. Calderwood & Harkness LLP — Standard Hourly Rate Schedule (Calendar Year 2022)

2. Calderwood & Harkness LLP — Standard Terms of Engagement (General Supplement)

Timekeeper Category	Current Hourly Rate Range
Partners	$1,450 – $1,750 per hour
Associates	$750 – $1,100 per hour
Paraprofessionals	$350 – $500 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, NY 10174
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
September 19, 2022
VIA EMAIL AND INTERNATIONAL COURIER
Ms. Fiona Drennan General Counsel Solstice Biomedical Devices Limited Unit 7, Lakeview Technology Campus Parkmore East, Galway H91 XK72, Ireland
Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Proposed Initial Public Offering of American Depositary Shares of Solstice Biomedical Devices Limited (Nasdaq Global Market)
Dear Ms. Drennan:
1. Introduction and Purpose
Calderwood & Harkness LLP ("we," "the Firm," or "C&H") is pleased to confirm our engagement by Solstice Biomedical Devices Limited ("Solstice," "SBD," or the "Company"), a private company limited by shares incorporated in Ireland under the Irish Companies Act 2014 (Companies Registration Office No. 587412), as issuer's counsel in connection with the Company's proposed initial public offering (the "IPO" or the "Offering"). We greatly appreciate the confidence you and the Company's Board of Directors have placed in the Firm, and we look forward to working with you and your team throughout this process.
As we understand it, the Offering contemplates the sale by the Company of American Depositary Shares ("ADSs"), each representing one (1) ordinary share of the Company, par value €0.01 per share, to be listed and traded on the Nasdaq Global Market. The Company is targeting gross proceeds of approximately $85,000,000 from the Offering, subject to market conditions and the final determination of the public offering price in consultation with the underwriters. The structure of the Offering, including whether it will include a secondary component by selling shareholders, remains subject to further discussion and the approval of the Company's Board of Directors.
This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will represent the Company in connection with the Offering. We ask that you review this letter carefully, and we are available to discuss any of its provisions at your convenience.
Theodore Langston, a Partner in the Firm's Capital Markets practice, will serve as the responsible partner for this engagement and will have overall supervisory responsibility for the Firm's representation of the Company in connection with the Offering. Vivienne St. Claire, also a Partner in the Capital Markets practice, will serve as the billing partner for this engagement and will be the primary point of contact for all fee-related and administrative matters. The staffing of the engagement team is described in greater detail in Section 4 below.
2. Scope of Representation
The Firm will serve as issuer's counsel to the Company in connection with the Offering. In that capacity, the Firm expects to undertake the following principal workstreams and related advisory services. This description is intended to provide a general overview of the scope of our engagement and is not intended to be exhaustive of every task or activity that may be required in connection with a transaction of this nature.
2.1 SEC Registration Statement and Prospectus
The Firm will be responsible for the preparation, drafting, review, and filing of the Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the United States Securities and Exchange Commission (the "SEC"). Our work in this regard will include, without limitation, the following:
(a) Preparation and drafting of the initial confidential draft registration statement to be submitted to the SEC pursuant to the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), assuming the Company qualifies as an "emerging growth company" as defined therein, as well as all subsequent amendments thereto, whether submitted on a confidential basis or filed publicly.
(b) Preparation of the prospectus forming a part of the Registration Statement, including all required disclosures under Regulation S-K promulgated under the Securities Act and the specific requirements of Form S-1. This includes, but is not limited to, the drafting and review of the following sections: prospectus summary, risk factors, use of proceeds, dividend policy, capitalization, dilution, selected financial data, management's discussion and analysis of financial condition and results of operations, business, regulatory overview, management and corporate governance, executive compensation, certain relationships and related-party transactions, principal shareholders, description of share capital, description of American Depositary Shares, shares eligible for future sale, taxation, underwriting, legal matters, and experts.
(c) Review and coordination of the financial statement presentation and related footnotes included in the Registration Statement with the Company's independent registered public accounting firm, Calderwood & Associates LLP (Patricia Yuen, Engagement Partner). This coordination will include review of audited and unaudited interim financial statements, pro forma financial information (if applicable), and all accounting-related disclosures for consistency with the narrative portions of the prospectus.
(d) Preparation of draft responses to any SEC staff comment letters issued by the Division of Corporation Finance with respect to the Registration Statement or any amendment thereto. The Firm will coordinate with the Company, its management, Calderwood & Associates LLP, and underwriters' counsel in preparing such responses, and will manage the iterative review process with the SEC staff through to resolution of all comments.
(e) Coordination with the Company, the underwriters, and underwriters' counsel to obtain effectiveness of the Registration Statement, including preparation and filing of any acceleration request and related correspondence with the SEC.
(f) Preparation and filing of the final prospectus with the SEC following pricing of the Offering in accordance with Rule 424(b) under the Securities Act.
2.2 Underwriting Agreement and Related Transaction Documents
The Firm will be responsible for the drafting and negotiation of the Underwriting Agreement (the "Underwriting Agreement") among the Company and the several underwriters party thereto. As currently contemplated, Keystone Mercer & Co., LLC will act as lead bookrunning manager and representative of the several underwriters (the "Representative"), together with anticipated co-managers Ridgeline Capital Markets, Inc. and Broadleaf Partners LLC. The Firm's work in this regard will include:
(a) Preparation of the initial draft of the Underwriting Agreement, which is expected to be based on customary precedent forms for firm commitment underwritten initial public offerings of ADSs by foreign private issuers listed on the Nasdaq Global Market.
(b) Negotiation of the principal commercial and legal terms of the Underwriting Agreement, including the underwriting discount and commissions, the representations and warranties of the Company, the indemnification and contribution provisions (including the scope of the Company's indemnification obligations to the underwriters and the underwriters' reciprocal indemnification obligations to the Company), conditions precedent to the obligations of the underwriters to close the Offering, and the terms of the overallotment option (expected to be an option granted by the Company to the Representative to purchase up to an additional number of ADSs equal to 15% of the number of ADSs offered in the Offering, exercisable within 30 days following the date of the final prospectus).
(c) Coordination and negotiation with underwriters' counsel, Pellwick Raine LLP (Harrison Blake, Partner), on all aspects of the Underwriting Agreement and related transaction documents. We anticipate an iterative negotiation process and will endeavor to resolve issues efficiently while protecting the Company's interests.
(d) Preparation or review of any ancillary agreements or side letters related to the underwriting arrangements, including any agreement among underwriters, selected dealer agreement, or international selling restrictions documentation.
2.3 Lock-Up Agreements
The Firm will prepare the form of lock-up agreement (the "Lock-Up Agreement") to be executed by directors, executive officers, and holders of 1% or more of the Company's pre-IPO ordinary shares in favor of the Representative. We anticipate that the Lock-Up Agreement will provide for a lock-up period of 180 days following the date of the final prospectus, subject to customary exceptions and early release provisions to be negotiated with the Representative and its counsel.
The Firm will coordinate the circulation and execution of Lock-Up Agreements with the Company's pre-IPO institutional shareholders, including Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P., as well as with individual directors and officers of the Company. We will maintain a tracker of executed Lock-Up Agreements and provide periodic status updates to the Company and the Representative.
2.4 Deposit Agreement
The Firm will review, provide drafting assistance with respect to, and negotiate the Deposit Agreement (the "Deposit Agreement") among the Company, Meridian Trust Company, N.A. (acting as ADS depositary and transfer agent for the Company's ADS program), and holders and beneficial owners of ADSs from time to time. Our work in this regard will include:
(a) Review and negotiation of the terms of the Deposit Agreement, including provisions relating to the establishment and maintenance of the ADS program, the deposit and withdrawal of ordinary shares, issuance and cancellation of ADSs, and the rights and obligations of the depositary, the Company, and ADS holders.
(b) Advice on the ADS structure, including confirmation of the 1:1 ADS-to-ordinary-share ratio, coordination with the depositary on CUSIP assignment for the ADSs, and review of provisions governing dividend and distribution mechanics (including the conversion of euro-denominated dividends into U.S. dollars), voting rights pass-through procedures enabling ADS holders to instruct the depositary on the exercise of voting rights attached to the underlying ordinary shares, and depositary fee arrangements (including fees payable by ADS holders for issuance, cancellation, and annual service charges).
(c) Review and comment on the form of American Depositary Receipt to be attached as an exhibit to the Deposit Agreement.
2.5 Registration Rights Agreement
The Firm will draft and negotiate the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and its pre-IPO institutional shareholders, including Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P. (collectively, the "Institutional Holders"). The Registration Rights Agreement is expected to provide the Institutional Holders with:
(a) Demand registration rights, entitling holders (individually or collectively) meeting specified ownership thresholds to require the Company to file a registration statement covering the resale of their registrable securities, subject to customary limitations on the number and frequency of demand registrations and customary blackout and deferral provisions.
(b) Piggyback registration rights, entitling holders to include their registrable securities in registration statements filed by the Company for its own account or for the account of other shareholders, subject to customary cutback and priority provisions as determined by the managing underwriter(s) of any such offering.
(c) Customary provisions regarding registration expenses, indemnification, information requirements, and related procedural matters.
2.6 Corporate Governance Restructuring
In connection with the IPO, the Firm will conduct a comprehensive corporate governance gap analysis and advise the Company on all steps necessary to bring the Company into compliance with the listing standards of the Nasdaq Global Market and applicable U.S. securities laws and regulations. This workstream will include:
(a) Analysis of the Company's existing corporate governance framework, including its memorandum and articles of association, board composition, and committee structure, against the requirements of the Nasdaq Global Market listing standards, including the requirement that a majority of the members of the Company's Board of Directors qualify as "independent directors" as defined by Nasdaq Rule 5605(a)(2).
(b) Advice on the establishment and chartering of the following committees of the Board of Directors, each with a composition and mandate consistent with Nasdaq listing standards and applicable rules of the SEC: (i) an Audit Committee, in compliance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Nasdaq Rule 5605(c); (ii) a Compensation Committee, in compliance with Nasdaq Rule 5605(d); and (iii) a Nominating and Corporate Governance Committee, in compliance with Nasdaq Rule 5605(e). The Firm will prepare the charter for each such committee.
(c) Advice on necessary amendments to the Company's memorandum and articles of association under the Irish Companies Act 2014, including amendment of the authorized share capital of the Company to provide for 100,000,000 ordinary shares at a nominal value of €0.01 per share, and such other amendments as may be necessary or desirable in connection with the IPO, the ADS program, and the Company's ongoing compliance with U.S. securities laws and Nasdaq listing standards.
(d) Preparation of all board resolutions and shareholder resolutions required to authorize the IPO and related transactions, including resolutions authorizing the filing of the Registration Statement, the execution and delivery of the Underwriting Agreement and other transaction documents, the issuance and allotment of ordinary shares underlying the ADSs to be sold in the Offering (including shares issuable upon exercise of the overallotment option), and the entry into the Deposit Agreement, Registration Rights Agreement, and other ancillary agreements.
(e) Advice on director and officer incumbency matters, including confirmation of the authority of directors and officers to execute transaction documents on behalf of the Company, and preparation of incumbency certificates for delivery at closing.
2.7 Tax Advisory
The Firm's tax practice will provide advisory services in connection with the Offering as follows:
(a) Preparation of a U.S. federal income tax analysis for holders of ADSs, to be included in the "Taxation" section of the prospectus. This analysis will address, among other things: (i) the classification of the Company for U.S. federal income tax purposes; (ii) passive foreign investment company ("PFIC") status analysis, including a review of the Company's income and asset composition for prior taxable years and projections for the current and future taxable years; (iii) Irish dividend withholding tax considerations applicable to distributions on ADSs; (iv) analysis of the benefits available to eligible ADS holders under the Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "U.S.–Ireland Double Taxation Convention"), including reduced withholding tax rates; (v) foreign tax credit implications for U.S. holders; and (vi) U.S. federal income tax treatment of the disposition of ADSs by U.S. holders, including the application of the capital gains rules.
(b) Review of the transfer pricing arrangements between the Company and its wholly owned U.S. subsidiary, Solstice Surgical Inc. (a Delaware corporation, EIN 87-4231568), including the existing cost-plus intercompany services agreement, for consistency with applicable transfer pricing principles under Section 482 of the Internal Revenue Code of 1986, as amended, and the OECD Transfer Pricing Guidelines.
(c) Tax advisory services in connection with this engagement will be led by Sylvia Hartwell, Specialist Partner, Tax. Ms. Hartwell and her team will coordinate with Mr. Langston, Ms. St. Claire, and the capital markets team to ensure that all tax-related disclosures in the Registration Statement are accurate and complete.
2.8 Regulatory Filings and Listing
The Firm will advise on and coordinate the preparation and submission of the following regulatory filings and applications:
(a) Preparation and submission of the Nasdaq Global Market listing application for the ADSs under the proposed ticker symbol "SBDX," including preparation of all supporting documentation, financial statements, corporate governance certifications, and other materials required by the Nasdaq Listing Qualifications Department.
(b) Preparation and filing of the FINRA corporate financing filing related to the underwriting arrangements, as required under FINRA Rule 5110, including disclosure of all items of underwriting compensation, lock-up arrangements, and other terms of the Offering that are subject to FINRA review.
(c) Assistance with any required Irish regulatory filings in connection with the Offering, including filings with the Companies Registration Office (CRO) in connection with amendments to the Company's memorandum and articles of association, allotment returns, and related matters. We note, however, that Irish legal opinions and substantive Irish law advice are outside the scope of this engagement, as discussed in Section 3 below.
2.9 D&O Insurance Coordination
The Firm will provide advisory assistance in connection with the placement of directors' and officers' liability insurance (the "D&O Insurance") to be effective at or prior to the pricing of the Offering. This will include coordination with the Company's selected insurance broker, review of proposed policy terms and coverage limits as they relate to the Company's obligations under the Underwriting Agreement (which will customarily require D&O Insurance to be in place as a condition to closing), and advice on customary coverage parameters for similarly situated companies completing an IPO on the Nasdaq Global Market.
2.10 Closing Deliverables
The Firm will prepare and coordinate all closing deliverables required in connection with the closing of the Offering, including:
(a) The legal opinion of issuer's counsel to be delivered to the underwriters at the closing of the Offering, including customary opinions as to the due organization and good standing of the Company (to the extent applicable under Irish law and as a matter of New York law), the due authorization, execution, and delivery of the Underwriting Agreement and other transaction documents, the valid issuance of the ordinary shares underlying the ADSs, and other matters customarily addressed in issuer's counsel opinions in IPO transactions.
(b) The negative assurance letter (commonly referred to as a "10b-5 letter") of issuer's counsel to be delivered to the underwriters at closing, providing negative assurance as to the absence of material misstatements or omissions in the Registration Statement and prospectus, based on the Firm's participation in the preparation of the Registration Statement and its review of information provided by the Company.
(c) The officers' certificate, to be executed by the Company's Chief Executive Officer and Chief Financial Officer, containing representations, warranties, and certifications as required by the Underwriting Agreement.
(d) The secretary's certificate, to be executed by the Company's secretary or assistant secretary, attaching certified copies of (i) the board resolutions and shareholder resolutions authorizing the Offering and related transactions, (ii) the Company's memorandum and articles of association (as amended), (iii) certificates of incumbency for directors and officers executing transaction documents, and (iv) such other constitutional documents as may be required.
(e) Preparation and supervision of the master closing checklist, which will serve as the definitive schedule of all documents, certificates, opinions, and other deliverables required at the closing and any subsequent overallotment closing.
(f) Coordination of the funds flow memorandum with the escrow agent, Northvale Fiduciary Services LLC, including the mechanics and timing for the release of offering proceeds from escrow to the Company's designated account following confirmation by the underwriters that all closing conditions have been satisfied.
(g) Review of the comfort letter to be issued by Calderwood & Associates LLP to the underwriters, including the initial comfort letter delivered at effectiveness and the bring-down comfort letter delivered at closing, to confirm that such letters conform to customary form and scope requirements.
3. Matters Outside the Scope of This Engagement
For the avoidance of doubt, the following matters are not included within the scope of this engagement and are expressly excluded from the Firm's representation of the Company hereunder:
(a) Representation of the Company in any subsequent securities offerings, follow-on offerings, secondary offerings, or other capital markets transactions following the completion of the IPO, unless separately agreed upon in writing between the Firm and the Company.
(b) Irish legal opinions. To the extent the underwriters or other parties require legal opinions as to matters of Irish law (including, without limitation, opinions regarding the due incorporation and existence of the Company under Irish law, the validity of the ordinary shares under Irish law, or other matters governed by Irish law), the Company should engage separate Irish counsel to provide such opinions. The Firm is not qualified to practice Irish law and will not render opinions on matters of Irish law.
(c) intellectual property prosecution, patent matters, or trademark or copyright registration. The Firm's engagement does not encompass any intellectual property prosecution work, patent application filings, freedom-to-operate analyses, or related matters. Disclosure of intellectual property matters in the Registration Statement will be based on information provided by the Company and its intellectual property counsel.
(d) Regulatory advice concerning submissions to the United States Food and Drug Administration (the "FDA"), including 510(k) premarket notifications, premarket approval (PMA) applications, investigational device exemption (IDE) clinical trial matters, or other FDA regulatory matters, other than as required for the preparation of accurate and complete disclosure in the Registration Statement regarding the Company's regulatory status and product pipeline.
(e) Representation of any individual director, officer, employee, or shareholder of the Company in his or her individual capacity. The Firm's client is the Company, as described in Section 6 below, and not any natural person or entity affiliated with the Company.
(f) Audit, accounting, or financial advisory services. Nothing in this engagement shall be construed as the provision of audit, accounting, or financial advisory services by the Firm.
4. Staffing
The Firm has assembled an experienced team of attorneys and professional staff to handle this engagement. The core engagement team will consist of the following individuals:
Responsible Partner: Theodore Langston, Partner, Capital Markets. Mr. Langston will have overall supervisory responsibility for the engagement and will be the Company's principal senior contact at the Firm for all substantive legal matters relating to the Offering.
Billing Partner: Vivienne St. Claire, Partner, Capital Markets. Ms. St. Claire will serve as the billing partner and will be responsible for all administrative, billing, and staffing matters relating to the engagement. Ms. St. Claire will also contribute substantively to the drafting and negotiation of key transaction documents.
Lead Associate: Natasha Forbes, Associate, Capital Markets. Ms. Forbes will have day-to-day responsibility for the drafting of the Registration Statement and prospectus, coordination of SEC filings and comment letter responses, and management of communications among the Company, underwriters, underwriters' counsel, and other working group participants. Ms. Forbes will serve as the primary point of contact for the Company's internal team on day-to-day drafting, scheduling, and process matters.
Working Associate: Eric Johannsen, Associate, Capital Markets. Mr. Johannsen will be responsible for due diligence coordination, management of the closing checklist, preparation of ancillary documents (including Lock-Up Agreements, certificates, and resolutions), and other tasks as assigned by the responsible partner and lead associate.
Specialist Partner: Sylvia Hartwell, Specialist Partner, Tax. Ms. Hartwell will lead all U.S. federal income tax analysis, including the preparation of the PFIC analysis memorandum, drafting of the taxation section of the prospectus, and review of the Company's transfer pricing arrangements involving Solstice Surgical Inc.
Additional attorneys and professional staff, including paraprofessionals and research specialists, may be assigned from time to time as required by the demands of the engagement. We will endeavor to ensure continuity and minimize the number of timekeepers involved, consistent with the efficient handling of the engagement and the timelines established by the working group.
5. Fee Arrangements
5.1 Billing Rates
The Firm's fees for this engagement will be based on the time expended by attorneys and professional staff assigned to the matter at their standard hourly billing rates, which are adjusted periodically (typically on or about January 1 of each year). The current hourly rates for members of the engagement team are representative and are set forth below:
The specific hourly rate applicable to each timekeeper assigned to this engagement falls within the ranges set forth above, depending on the individual's seniority, experience, and area of specialization. The Firm's standard rate schedule for the current calendar year is provided separately as an enclosure to this Engagement Letter and is incorporated herein by reference. Should the engagement extend into a calendar year in which the Firm adjusts its standard hourly rates, the adjusted rates will apply to services performed on and after the effective date of such adjustment.
5.2 Fee Estimate
Based on the Firm's extensive experience with comparable IPO transactions for first-time foreign private issuers listing ADSs on the Nasdaq Global Market, we estimate that total legal fees for this engagement will range from approximately $1,800,000 to $2,400,000. This estimate is based on the scope of work described in Section 2 above and reflects assumptions regarding, among other things, the number and complexity of SEC staff comment letter rounds, the extent of negotiation required with the underwriters and underwriters' counsel on the Underwriting Agreement and related transaction documents, the scope of corporate governance restructuring work, and the overall timeline for the Offering.
This estimate is provided for budgeting purposes only and does not constitute a fee cap, fixed fee, or maximum fee arrangement. Actual fees may be higher or lower than the estimated range depending on the actual time required to complete the engagement. We will endeavor to keep the Company informed of the status of fees as the engagement progresses and will promptly notify the Company if it appears that actual fees are likely to exceed the upper end of the estimated range.
Tax advisory fees incurred by Sylvia Hartwell and her team are included within the above estimate and are not separately billed.
5.3 Expenses.  In addition to professional fees, the Company will reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses may include, without limitation, the following:
(a) SEC filing fees payable in connection with the Registration Statement (calculated based on the aggregate offering amount in accordance with the SEC's fee schedule);
(b) EDGAR filing agent charges for the preparation, formatting, and electronic filing of the Registration Statement and all amendments, correspondence, and ancillary filings;
(c) Nasdaq Global Market listing application fees;
(d) FINRA corporate financing filing fees;
(e) Travel expenses (airfare, hotel, meals, and ground transportation) incurred in connection with in-person working group sessions, organizational meetings, road show preparations, or other engagement-related travel, including travel to the Company's offices in Galway, Ireland, if required;
(f) Printing, reproduction, and binding costs;
(g) Courier and delivery charges; and
(h) Other reasonable disbursements customarily incurred in connection with IPO transactions.
Material expenses, including SEC filing fees, EDGAR filing agent charges, and Nasdaq listing application fees, will be billed through the Firm's invoices or, where applicable, billed directly to the Company by the relevant service provider. The Firm will consult with the Company before incurring any single expense item in excess of $10,000.
5.4 Billing and Payment Terms
Invoices will be rendered on a monthly basis and will reflect fees and expenses incurred during the preceding calendar month. Each invoice will provide a summary of hours expended by timekeeper, a description of services performed, and an itemization of disbursements. All invoices are due and payable within thirty (30) days of the date of the invoice.
The billing partner, Vivienne St. Claire, is the primary point of contact for all billing inquiries, including requests for additional detail regarding invoiced charges or adjustments to billing arrangements.
Upon execution of this Engagement Letter, the Firm requests that the Company remit an initial retainer in the amount of $250,000 (the "Initial Retainer") to the Firm's client trust account. The Initial Retainer will be held in trust and will be applied against the final invoice(s) rendered in connection with this engagement. To the extent the Initial Retainer exceeds the balance of fees and expenses due upon conclusion of the engagement, the excess will be promptly refunded to the Company. Wire transfer instructions for the Firm's client trust account will be provided under separate cover.
6. Client Identification and Conflicts
The Firm's client in this engagement is Solstice Biomedical Devices Limited, the Irish parent entity, and not any individual director, officer, employee, or shareholder of the Company, nor any subsidiary or affiliate of the Company (including, without limitation, Solstice Surgical Inc.), unless the scope of representation is expressly expanded by written agreement between the Firm and the Company. In the event that the interests of the Company and any of its directors, officers, shareholders, or affiliates diverge in any material respect, the Firm's duty of loyalty runs to the Company, and such individuals or entities should be advised to seek independent legal counsel.
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct, and, based on the information currently available to the Firm, we are not aware of any conflict of interest that would prevent the Firm from undertaking this representation.
The Company acknowledges that Calderwood & Harkness LLP is a large, diversified law firm with an extensive global practice. The Firm represents, and will continue to represent, other clients in the healthcare, medical device, life sciences, and capital markets sectors, including clients that may compete with or have interests adverse to the Company in matters unrelated to this engagement. By executing this Engagement Letter, the Company consents to the Firm's continued representation of such other clients in matters that are not substantially related to this engagement, provided that the Firm will not use any confidential information of the Company in connection with such other representations and will comply with all applicable ethical obligations regarding conflicts of interest.
7. Confidentiality
The Firm will maintain the confidentiality of all non-public information provided by the Company, its directors, officers, employees, agents, and advisors in connection with this engagement, and will not disclose such information to any third party without the Company's prior written consent, except to the extent that disclosure is (a) required by applicable law, regulation, court order, or subpoena; (b) necessary in connection with the Firm's performance of services under this engagement (including disclosure to working group members, such as the underwriters and underwriters' counsel, in the ordinary course of the IPO process); or (c) otherwise authorized by the Company.
The foregoing confidentiality obligations are in addition to, and not in limitation of, the Firm's obligations under the applicable Rules of Professional Conduct governing the confidentiality of client information, including Rule 1.6 of the New York Rules of Professional Conduct.
8. Document Retention
The Firm's standard document retention policy will apply to all files, documents, correspondence, electronic records, and other materials generated or received by the Firm in connection with this engagement. Under the Firm's current policy, engagement files are retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further notice to the Company, unless the Company has requested extended retention or return of specific materials.
Upon the conclusion of the engagement, the Company may request the return of original documents provided to the Firm in connection with this engagement. The Firm will retain copies of such original documents for its files, subject to the retention policy described above. Work product generated by the Firm (including internal memoranda, research, drafts, and attorney notes) will remain the property of the Firm, subject to the Company's right of access to the extent required by applicable professional responsibility rules.
9. Limitation of Liability
To the fullest extent permitted by applicable law, the aggregate liability of Calderwood & Harkness LLP, its partners, associates, employees, and agents, arising out of or in connection with this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm under this Engagement Letter. This limitation of liability shall not apply in cases of gross negligence, willful misconduct, or fraud by the Firm or any of its partners, associates, employees, or agents.
The Company agrees that any claim arising out of or relating to the Firm's services under this Engagement Letter must be brought within two (2) years of the date on which the Company knew or reasonably should have known of the facts giving rise to such claim, regardless of any longer limitations period that might otherwise be available under applicable law.
10. Termination
Either party may terminate this engagement at any time upon thirty (30) calendar days' prior written notice to the other party. Termination of the engagement shall not relieve the Company of its obligation to pay all fees for services rendered and expenses incurred through the effective date of termination, including any unbilled work-in-progress as of such date.
Upon termination of the engagement by either party, the Firm will take reasonable steps to cooperate in the orderly transition of the engagement to successor counsel designated by the Company, including the transfer of relevant files, documents, and work product (subject to the Firm's document retention policy and payment of all outstanding fees and expenses). The Firm will not be required to take any action that would, in the Firm's judgment, compromise the Firm's ethical obligations or professional responsibilities.
11. Governing Law
This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's services hereunder shall be resolved exclusively in the courts of the State of New York located in the County of New York, or in the United States District Court for the Southern District of New York, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
12. Acceptance and Counterparts
We respectfully request that the Company indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return a copy of this letter to us at your earliest convenience. Upon your execution and return of this letter, together with remittance of the Initial Retainer described in Section 5.4, this Engagement Letter shall constitute a binding agreement between the Firm and the Company with respect to the matters described herein.
This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Engagement Letter by facsimile or electronic transmission (including by .pdf) shall be equally effective as delivery of a manually executed counterpart.
We are enthusiastic about the opportunity to represent Solstice Biomedical Devices Limited in this important transaction and are confident in the Company's readiness to access the U.S. public equity markets. Should you have any questions regarding this Engagement Letter or any aspect of the proposed engagement, please do not hesitate to contact Theodore Langston at (212) 506-7125 (tlangston@calderwoodharkness.com) or Vivienne St. Claire at (212) 506-7238 (vstclaire@calderwoodharkness.com).
We look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner, Capital Markets
Responsible Partner
________________________________________
Vivienne St. Claire Partner, Capital Markets Billing Partner — Acknowledgment
ACCEPTANCE AND AGREEMENT
The undersigned, being duly authorized to act on behalf of Solstice Biomedical Devices Limited, hereby accepts and agrees to the terms and conditions set forth in this Engagement Letter, dated September 19, 2022, from Calderwood & Harkness LLP.
SOLSTICE BIOMEDICAL DEVICES LIMITED
By: ________
Name: Fiona Drennan
Title: General Counsel
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP — Standard Hourly Rate Schedule (Calendar Year 2022)
2.  Calderwood & Harkness LLP — Standard Terms of Engagement (General Supplement)
Timekeeper Category | Current Hourly Rate Range
Partners | $1,450 – $1,750 per hour
Associates | $750 – $1,100 per hour
Paraprofessionals | $350 – $500 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

SOLSTICE BIOMEDICAL DEVICES LIMITED

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