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FORM OF LOCK-UP AGREEMENT

Exhibit [●] to the Underwriting Agreement

In connection with the initial public offering of American Depositary Shares ("ADSs") of Solstice Biomedical Devices Limited

[Date]

Keystone Mercer & Co., LLC As Representative of the Several Underwriters 280 Park Avenue, 14th Floor New York, NY 10017

Ladies and Gentlemen:

The undersigned understands that Keystone Mercer & Co., LLC ("Keystone Mercer" or the "Representative"), acting as the representative of the several underwriters (collectively, the "Underwriters"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Solstice Biomedical Devices Limited, a private company limited by shares incorporated in Ireland under the Companies Act 2014, registered with the Companies Registration Office under CRO No. 587412 (the "Company"), providing for the public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing one (1) ordinary share, nominal value €0.01 per share, of the Company (the "Ordinary Shares"). The ADSs are to be issued pursuant to a Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary (the "Depositary"), and all holders and beneficial owners of ADSs issued thereunder. The ADSs have been assigned CUSIP No. 83472R 109.

The undersigned further understands that the Company has filed a Registration Statement on Form S-1 (File No. 333-268514) with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Offering. The ADSs are expected to be listed and traded on the Nasdaq Global Market under the ticker symbol "SBDX."

The undersigned recognizes that the Offering is of material benefit to the Company and to the undersigned, and acknowledges that the Underwriters are relying on this Lock-Up Agreement (this "Agreement") as a material inducement to enter into the Underwriting Agreement and to proceed with the Offering. The undersigned further acknowledges that the execution and delivery of this Agreement is a condition precedent to the obligations of the Underwriters under the Underwriting Agreement. The undersigned desires to facilitate the Offering and the orderly development of a public trading market for the ADSs following the completion of the Offering.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:

Section 1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"ADSs" means American Depositary Shares of the Company, each representing one (1) Ordinary Share, issued pursuant to the Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs issued thereunder, as such Deposit Agreement may be amended, supplemented, or otherwise modified from time to time.

"Company" means Solstice Biomedical Devices Limited, a private company limited by shares incorporated in Ireland under the Companies Act 2014, registered with the Companies Registration Office under CRO No. 587412, together with its successors.

"Lock-Up Period" means the period commencing on the date of the final prospectus relating to the Offering (March 2, 2023) and ending on, and including, the date that is one hundred eighty (180) days after such date (August 29, 2023).

"Lock-Up Securities" means (i) Ordinary Shares, (ii) ADSs, (iii) any securities convertible into, or exercisable or exchangeable for, Ordinary Shares or ADSs (including, without limitation, convertible notes, convertible preferred shares, and any other convertible or exchangeable instruments), and (iv) any other securities of the Company owned or hereafter acquired by the undersigned during the Lock-Up Period, including, without limitation, any options, warrants, restricted stock units, or rights to purchase or otherwise acquire Ordinary Shares or ADSs.

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

"Permitted Transferee" has the meaning set forth in Section 3 of this Agreement.

"Representative" means Keystone Mercer & Co., LLC, acting as the representative of the several Underwriters in connection with the Offering.

"Transfer" has the meaning set forth in Section 2.1 of this Agreement.

"Underwriting Agreement" means the Underwriting Agreement dated March 2, 2023, among the Company and the several Underwriters named therein, with the Representative acting on behalf of the Underwriters, as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

Section 2. Lock-Up Restrictions

2.1 General Lock-Up Covenant. During the Lock-Up Period, the undersigned agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole and absolute discretion), the undersigned will not, and will not cause or direct any other person or entity to, directly or indirectly:

(a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of any Lock-Up Securities;

(b) pledge, hypothecate, grant any security interest in, or otherwise encumber any Lock-Up Securities, or permit any lien or encumbrance to be placed on any Lock-Up Securities;

(c) establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder) with respect to any Lock-Up Securities;

(d) enter into any swap, hedge, short sale, forward sale, or other arrangement that transfers to another person or entity, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this clause (d) is to be settled by delivery of Ordinary Shares, ADSs, other securities of the Company, in cash, or otherwise;

(e) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any Lock-Up Securities, or cause to be filed any registration statement (including any amendment or supplement thereto) with respect to any Lock-Up Securities, it being understood and agreed that the registration rights of the undersigned arising under that certain Registration Rights Agreement dated March 2, 2023, among the Company, Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P. (the "Registration Rights Agreement"), are exercisable only following the expiration of the Lock-Up Period, and the undersigned hereby agrees not to exercise any such rights during the Lock-Up Period; or

(f) publicly announce an intention to do any of the foregoing, whether through the filing of any document with the SEC, the issuance of any press release, or otherwise.

Each of the actions described in clauses (a) through (f) above is referred to herein as a "Transfer."

2.2 Scope of Lock-Up Securities. The restrictions set forth in Section 2.1 shall apply to all Ordinary Shares, ADSs, and securities convertible into, or exercisable or exchangeable for, Ordinary Shares or ADSs that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by the undersigned as of the date hereof, together with any such securities acquired by the undersigned during the Lock-Up Period, whether by purchase, exercise of options or warrants, conversion, exchange, vesting, or otherwise. As of the date hereof, the undersigned beneficially owns \\\\\\\\\\\\\\\\ Ordinary Shares and \\\\\\\\\\\\\\\\ ADSs.

2.3 Stop Transfer Instructions. The undersigned hereby agrees and consents that, during the Lock-Up Period, the undersigned will not request or demand that the Company or its transfer agent, share registrar, or the ADS depositary (Meridian Trust Company, N.A.) register the transfer (whether by book-entry or otherwise) of any Lock-Up Securities that are subject to the restrictions set forth in this Agreement, and the undersigned acknowledges and agrees that the Company and Meridian Trust Company, N.A. are each hereby authorized to decline to make any such transfer and to note stop-transfer restrictions on their respective books and records with respect to the Lock-Up Securities. The undersigned further agrees that the Company may, and is hereby authorized to, cause its transfer agent and the Depositary to place appropriate legends on any certificates or book-entry notations representing Lock-Up Securities reflecting the restrictions set forth in this Agreement.

Section 3. Permitted Transfers / Exceptions

3.1 Enumerated Exceptions. Notwithstanding the restrictions set forth in Section 2, the restrictions contained therein shall not apply to the following Transfers of Lock-Up Securities (and such recipients, together with any transferee described in clause (c) below, shall each be referred to as a "Permitted Transferee"):

(a) Transfers as bona fide gifts or charitable contributions. Transfers made as bona fide gifts or charitable contributions to a charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or as a bona fide donation to a nonprofit organization; provided that each donee or recipient shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement, with such changes as the Representative may reasonably require, prior to any such Transfer;

(b) Transfers to immediate family members. Transfers to any member of the undersigned's immediate family (which, for purposes of this Agreement, shall include the undersigned's spouse, domestic partner, parent, child (including any adopted child or stepchild), sibling, grandchild, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, or any of the foregoing of the undersigned's spouse or domestic partner), or to a trust, partnership, limited liability company, or other estate-planning vehicle for the direct or indirect benefit of the undersigned or any such immediate family member; provided that each such transferee shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement prior to any such Transfer;

(c) Transfers to affiliates, partners, or members. If the undersigned is a partnership, limited liability company, corporation, or other business entity, Transfers to any partner, member, stockholder, or affiliate (as defined in Rule 405 under the Securities Act) of the undersigned, or to any investment fund or other entity that is controlled or managed by, or is under common control or management with, the undersigned or any of its affiliates; provided that each such transferee shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement prior to any such Transfer;

(d) Transfers by operation of law. Transfers occurring by operation of law, including, without limitation, pursuant to a qualified domestic relations order, divorce settlement, separation agreement, or order of a court or regulatory body of competent jurisdiction; provided that (i) the transferee shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement and (ii) no public filing or announcement shall be required or voluntarily made during the Lock-Up Period in connection with such Transfer (other than any filing required to be made under Section 16 of the Exchange Act, which filing shall clearly indicate in the footnotes thereto the nature of the Transfer and the conditions applicable thereto);

(e) Transfers to the Company in connection with option/warrant exercises. Transfers to the Company in connection with the exercise of options, warrants, or other rights to purchase Lock-Up Securities, including, without limitation, the net exercise or cashless exercise of options or warrants outstanding as of the date hereof, or Transfers to the Company in connection with the Company's right of repurchase with respect to shares of restricted stock or restricted stock units; provided that the underlying Lock-Up Securities received upon such exercise or in connection with such transaction shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period;

(f) Establishment of a Rule 10b5-1 trading plan. The establishment of a trading plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities; provided that (i) such plan does not provide for, and shall not permit, any Transfer of Lock-Up Securities during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required by, or shall be voluntarily made by or on behalf of, the undersigned during the Lock-Up Period;

(g) Transfers to satisfy tax withholding obligations. Transfers to the Company or the withholding or disposition of Lock-Up Securities by the undersigned to satisfy tax withholding obligations arising upon the vesting of restricted stock, restricted stock units, or performance share units, including any transfer pursuant to a "sell to cover" arrangement; provided that the underlying Lock-Up Securities received by the undersigned, if any, upon such vesting (after giving effect to the satisfaction of tax withholding obligations) shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period; and

(h) Transactions in securities acquired in open market transactions. Transfers of Ordinary Shares or ADSs acquired by the undersigned in open market transactions after the completion of the Offering (i.e., transactions in which Lock-Up Securities are purchased after the closing of the Offering in brokerage transactions at the then-prevailing market prices); provided that no filing under Section 16 of the Exchange Act or other public filing or report shall be required or shall be voluntarily made during the Lock-Up Period in connection with any subsequent sale of such Ordinary Shares or ADSs.

3.2 Conditions to Permitted Transfers. In each case described in clauses (a) through (d) of Section 3.1 above, it shall be a further condition to any such permitted Transfer that:

(i) the transferee, donee, or other recipient, as applicable, shall execute and deliver to the Representative, prior to the consummation of such Transfer, a lock-up agreement in substantially the form of this Agreement (or in such other form as the Representative may reasonably accept), agreeing to be bound by the restrictions and obligations set forth herein for the remainder of the Lock-Up Period;

(ii) no filing under the Exchange Act (including, without limitation, any filing on Form 3, Form 4, or Form 5, or any amendment thereto, or any filing on Schedule 13D or Schedule 13G, or any amendment thereto) or other public filing or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made during the Lock-Up Period in connection with such Transfer, except that if any such filing is legally required under Section 16(a) of the Exchange Act, such filing shall clearly indicate in the footnotes thereto the nature and conditions of the Transfer and the fact that the transferee has entered into a lock-up agreement with the Representative; and

(iii) the undersigned shall not otherwise voluntarily effect any public filing, report, or announcement (whether through the SEC's EDGAR system, any press release, social media, or otherwise) regarding such Transfer.

For the avoidance of doubt, nothing in this Section 3 shall be construed to permit any Transfer that is otherwise prohibited by applicable law, including the Securities Act and the Exchange Act.

Section 4. Representations and Warranties of the Undersigned

The undersigned hereby represents and warrants to the Representative and to each of the Underwriters as follows:

(a) Power and Authority. The undersigned has full legal right, power, authority, and capacity to execute and deliver this Agreement, to perform the undersigned's obligations hereunder, and to consummate the transactions contemplated hereby. If the undersigned is an entity, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the undersigned, and no further consent, approval, or authorization is required.

(b) Valid and Binding Obligation. This Agreement has been duly executed and delivered by the undersigned and constitutes a valid and legally binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) No Conflicts. The execution and delivery of this Agreement and the performance by the undersigned of the obligations hereunder do not and will not (i) conflict with, or result in any violation or breach of, any provision of any charter, bylaws, partnership agreement, operating agreement, trust agreement, or similar organizational document of the undersigned (if the undersigned is an entity), (ii) conflict with, violate, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any contract, agreement, instrument, obligation, order, judgment, or decree to which the undersigned is a party or by which the undersigned or any of its property or assets is bound, or (iii) violate any applicable statute, rule, regulation, order, or decree of any governmental authority applicable to the undersigned.

Section 5. Consent of the Representative / Waiver

5.1 Discretionary Release. The Representative may, in its sole and absolute discretion and at any time or from time to time, release any or all of the Lock-Up Securities from the restrictions set forth herein, in whole or in part, with or without conditions. Any such release may apply to all or any portion of the Lock-Up Securities held by any one or more signatories of lock-up agreements entered into in connection with the Offering. The Representative shall have no obligation to release or waive the restrictions with respect to any Lock-Up Securities and may grant, deny, or condition any such release or waiver in such manner as the Representative deems appropriate.

5.2 No Obligation to Others. Any release or waiver granted by the Representative to any signatory of a lock-up agreement entered into in connection with the Offering shall not obligate the Representative to grant a corresponding or similar release or waiver to any other signatory, and no signatory shall have any right to receive any such release or waiver by reason of any release or waiver granted to another signatory.

5.3 Notice Requirement for Officer and Director Releases. If the Representative agrees to release or waive the restrictions set forth herein with respect to the Lock-Up Securities held by any officer or director of the Company prior to the expiration of the Lock-Up Period, the Representative shall provide the Company with written notice of the impending release or waiver at least three (3) business days before the effective date of such release or waiver. Upon receipt of such notice, the Company shall announce the impending release or waiver by means of a press release issued through a major news service, or by such other method of public announcement as may be reasonably acceptable to the Representative, at least two (2) business days before the effective date of such release or waiver. The provisions of this Section 5.3 shall not apply to any release or waiver granted in connection with a Transfer described in Section 3.1 hereof.

Section 6. No Effect on Certain Transactions

Nothing in this Agreement shall be deemed to prevent or restrict the undersigned from:

(a) exercising any option, warrant, or other right to purchase Lock-Up Securities, including pursuant to the Company's employee equity incentive plans, provided that the underlying Lock-Up Securities received upon such exercise shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period; or

(b) converting any convertible securities of the Company into Ordinary Shares or ADSs, provided that the Ordinary Shares or ADSs received upon such conversion shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period.

Nothing in this Agreement shall restrict the ability of the Company to (i) issue Ordinary Shares, ADSs, options, restricted stock units, or other equity awards pursuant to the Company's employee equity incentive plans existing as of the date of the Underwriting Agreement or described in the Registration Statement on Form S-1 (File No. 333-268514), or (ii) issue Ordinary Shares or ADSs upon the exercise or settlement of any such options, restricted stock units, or other equity awards, provided that, in each case, the recipients of any such securities shall be required to execute and deliver a lock-up agreement in substantially the form of this Agreement as a condition to the receipt of such securities if and to the extent required by the Underwriting Agreement.

Section 7. Effectiveness / Termination

7.1 Effectiveness. This Agreement shall become effective upon the execution and delivery of the Underwriting Agreement by the Company and the Representative (expected to occur on or about March 2, 2023). Prior to the execution and delivery of the Underwriting Agreement, this Agreement shall be of no force or effect, and no party shall have any obligation hereunder.

7.2 Automatic Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically and immediately terminate, and be of no further force or effect, and neither the undersigned nor any other party shall have any rights or obligations hereunder, if:

(a) the Company notifies the Representative in writing, prior to the execution and delivery of the Underwriting Agreement, that the Company has determined not to proceed with the Offering;

(b) the Underwriting Agreement is terminated (other than the provisions thereof that expressly survive termination) for any reason prior to the payment for and delivery of the ADSs to be sold by the Company thereunder; or

(c) the Underwriting Agreement is not executed and delivered by the Company and the Representative on or before April 30, 2023.

7.3 Expiration. This Agreement shall expire at 11:59 p.m., Eastern Time, on August 29, 2023 (the last day of the Lock-Up Period), and upon such expiration, the restrictions set forth in this Agreement shall automatically cease to apply without the requirement of any further action by any party. For the avoidance of doubt, the representations, warranties, and covenants contained herein that relate to facts, circumstances, or events occurring during the Lock-Up Period shall survive the expiration of this Agreement.

Section 8. Specific Performance

The undersigned acknowledges and agrees that the Representative and the Underwriters would be irreparably harmed by any breach or threatened breach of this Agreement and that monetary damages alone would not be an adequate remedy for any such breach. Accordingly, the undersigned agrees that, in addition to any other remedies available at law or in equity, the Representative and the Underwriters shall be entitled to seek and obtain specific performance, temporary and permanent injunctive relief, and other equitable relief to enforce the terms of this Agreement or to prevent any actual or threatened breach hereof, in each case without the necessity of proving actual damages and without the necessity of posting any bond or other security, and the undersigned agrees not to oppose the granting of any such relief. The rights and remedies provided in this Section 8 shall be cumulative and shall be in addition to any other rights and remedies available to the Representative and the Underwriters at law, in equity, or otherwise.

Section 9. Binding Effect / Assignment

This Agreement and all of the provisions hereof shall be binding upon the undersigned and the successors, heirs, personal representatives, executors, administrators, and assigns of the undersigned. This Agreement and all of the provisions hereof shall inure to the benefit of the Representative, the Underwriters, and their respective successors and assigns. The undersigned may not assign this Agreement, or any rights or obligations hereunder, without the prior written consent of the Representative, and any purported assignment in violation of this Section 9 shall be null and void and of no force or effect. The Representative may assign its rights and obligations hereunder to any successor representative of the Underwriters without the consent of the undersigned.

Section 10. Governing Law / Jurisdiction

10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties acknowledge that the choice of the laws of the State of Delaware as the governing law of this Agreement is consistent with the governing law provisions of the Underwriting Agreement.

10.2 Submission to Jurisdiction. The undersigned hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court of general jurisdiction sitting in New Castle County, Delaware) and (ii) the United States District Court for the District of Delaware, and any appellate courts thereof, in any suit, action, or proceeding arising out of, or relating to, this Agreement or any of the transactions contemplated hereby, or for recognition or enforcement of any judgment relating thereto, (b) agrees that all claims in respect of any such suit, action, or proceeding shall be heard and determined exclusively in such courts, (c) agrees that a final judgment in any such suit, action, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law, and (d) agrees not to commence any suit, action, or proceeding relating hereto except in such courts.

10.3 Waiver of Jury Trial. THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE UNDERSIGNED ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE REPRESENTATIVE AND THE UNDERWRITERS TO ENTER INTO THE UNDERWRITING AGREEMENT AND THAT THE REPRESENTATIVE AND THE UNDERWRITERS HAVE RELIED ON THIS WAIVER IN ENTERING INTO THE UNDERWRITING AGREEMENT. THE UNDERSIGNED CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) THE UNDERSIGNED UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) THE UNDERSIGNED MAKES THIS WAIVER VOLUNTARILY.

Section 11. Amendments and Waivers

This Agreement may not be amended, modified, or supplemented in any respect except by an instrument in writing signed by each of the undersigned and the Representative. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver of the provision so waived, unless otherwise expressly provided in the written instrument effecting such waiver.

Section 12. Notices

All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) business day after being sent by nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (c) when sent by email (with confirmation of receipt), in each case addressed as follows (or to such other address as a party may designate by written notice to the other party in accordance with this Section 12):

If to the Representative:

Keystone Mercer & Co., LLC 280 Park Avenue, 14th Floor New York, NY 10017

Attention: Margaret Hollister, Managing Director, Healthcare Investment Banking

Email: mhollister@keystonemercer.com

If to the undersigned:

At the address set forth on the signature page hereof, or at such other address as the undersigned may designate in writing to the Representative from time to time.

Section 13. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In the event of any such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the greatest extent permitted by applicable law.

Section 14. Entire Agreement

This Agreement constitutes the entire agreement between the undersigned and the Representative with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the undersigned and the Representative with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements between the parties relating to the subject matter hereof other than those expressly set forth or referred to herein.

Section 15. Counterparts / Electronic Execution

This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) electronic signature transmitted by email), 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 a signature page to this Agreement by facsimile or .pdf electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Each party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO LOCK-UP AGREEMENT (For Individual Signatories)

Very truly yours,

Signature: ________

Print Name: ________

Address: ________

________________________________________

Number of Ordinary Shares Beneficially Owned: ________

Number of ADSs Beneficially Owned: ________

Date: ________

[Individual signatories may include: Dr. Cormac Tierney, Dr. Siobhán Kelleher, Ronan McBride, Declan Whitfield, and such other directors, officers, and individual insiders of the Company as may be required by the Underwriting Agreement.]

SIGNATURE PAGE TO LOCK-UP AGREEMENT (For Entity Signatories)

Very truly yours,

________________________________________

[Insert entity name]

By: ________

Name: ________

Title: ________

Address: ________

________________________________________

Number of Ordinary Shares Beneficially Owned: ________

Number of ADSs Beneficially Owned: ________

Date: ________

[Entity signatories may include: Greystone Ventures Fund III, L.P. (by Julian Reyes Linley CPAs LLP, Managing Partner), Pinnacle Health Innovation Fund, L.P. (by Dr. Amara Osei, Managing Partner), Elkridge Growth Partners II, L.P. (by Henrik Johansson, Managing Partner), and such other entities as may be required by the Underwriting Agreement.]

SCHEDULE A

(Informational — Not Part of the Form)

Instruction Note: The following is a summary of expected signatories and the number of Ordinary Shares subject to lock-up restrictions under individual counterparts of this Form of Lock-Up Agreement. This schedule is provided for organizational and administrative purposes only, does not form part of any executed agreement, and shall not be construed to modify or limit the terms and conditions of any individual counterpart of the Lock-Up Agreement.

Notes:

1. Total pre-IPO Ordinary Shares outstanding: 28,000,000. Total Locked-Up Shares represent approximately 83.9% of the pre-IPO outstanding Ordinary Shares.

2. Each signatory listed above will execute a separate counterpart of this Form of Lock-Up Agreement.

3. The Lock-Up Period is 180 days, running from March 2, 2023 (the date of the final prospectus relating to the Offering) through and including August 29, 2023.

4. The number of Ordinary Shares set forth above for each signatory is based on the beneficial ownership of such signatory as of the date of the final prospectus, and includes Ordinary Shares underlying vested options, warrants, or other convertible or exercisable securities, in each case to the extent beneficially owned within the meaning of Rule 13d-3 under the Exchange Act.

5. The share amounts reflected herein are preliminary and subject to confirmation prior to the execution of the Underwriting Agreement. Any discrepancies between this schedule and the individual signature pages of the executed counterparts shall be resolved in favor of the executed counterparts.

Signatory	Title / Relationship	Ordinary Shares Subject to Lock-Up
Dr. Cormac Tierney	CEO & Co-Founder	4,200,000
Dr. Siobhán Kelleher	CTO & Co-Founder	3,360,000
Ronan McBride	Chief Financial Officer	840,000
Declan Whitfield	Board Chair (Independent)	700,000
Greystone Ventures Fund III, L.P.	Institutional Shareholder (≥5%)	5,600,000
Pinnacle Health Innovation Fund, L.P.	Institutional Shareholder (≥5%)	4,480,000
Elkridge Growth Partners II, L.P.	Institutional Shareholder (≥5%)	2,800,000
Other Insiders (aggregate)	Various directors, officers, and ≥1% holders	1,500,000
Total Locked-Up Shares	23,480,000

FORM OF LOCK-UP AGREEMENT
Exhibit [●] to the Underwriting Agreement
In connection with the initial public offering of American Depositary Shares ("ADSs") of Solstice Biomedical Devices Limited
[Date]
Keystone Mercer & Co., LLC As Representative of the Several Underwriters 280 Park Avenue, 14th Floor New York, NY 10017
Ladies and Gentlemen:
The undersigned understands that Keystone Mercer & Co., LLC ("Keystone Mercer" or the "Representative"), acting as the representative of the several underwriters (collectively, the "Underwriters"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Solstice Biomedical Devices Limited, a private company limited by shares incorporated in Ireland under the Companies Act 2014, registered with the Companies Registration Office under CRO No. 587412 (the "Company"), providing for the public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing one (1) ordinary share, nominal value €0.01 per share, of the Company (the "Ordinary Shares"). The ADSs are to be issued pursuant to a Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary (the "Depositary"), and all holders and beneficial owners of ADSs issued thereunder. The ADSs have been assigned CUSIP No. 83472R 109.
The undersigned further understands that the Company has filed a Registration Statement on Form S-1 (File No. 333-268514) with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Offering. The ADSs are expected to be listed and traded on the Nasdaq Global Market under the ticker symbol "SBDX."
The undersigned recognizes that the Offering is of material benefit to the Company and to the undersigned, and acknowledges that the Underwriters are relying on this Lock-Up Agreement (this "Agreement") as a material inducement to enter into the Underwriting Agreement and to proceed with the Offering. The undersigned further acknowledges that the execution and delivery of this Agreement is a condition precedent to the obligations of the Underwriters under the Underwriting Agreement. The undersigned desires to facilitate the Offering and the orderly development of a public trading market for the ADSs following the completion of the Offering.
In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:
Section 1. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"ADSs" means American Depositary Shares of the Company, each representing one (1) Ordinary Share, issued pursuant to the Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs issued thereunder, as such Deposit Agreement may be amended, supplemented, or otherwise modified from time to time.
"Company" means Solstice Biomedical Devices Limited, a private company limited by shares incorporated in Ireland under the Companies Act 2014, registered with the Companies Registration Office under CRO No. 587412, together with its successors.
"Lock-Up Period" means the period commencing on the date of the final prospectus relating to the Offering (March 2, 2023) and ending on, and including, the date that is one hundred eighty (180) days after such date (August 29, 2023).
"Lock-Up Securities" means (i) Ordinary Shares, (ii) ADSs, (iii) any securities convertible into, or exercisable or exchangeable for, Ordinary Shares or ADSs (including, without limitation, convertible notes, convertible preferred shares, and any other convertible or exchangeable instruments), and (iv) any other securities of the Company owned or hereafter acquired by the undersigned during the Lock-Up Period, including, without limitation, any options, warrants, restricted stock units, or rights to purchase or otherwise acquire Ordinary Shares or ADSs.
"Ordinary Shares" means the ordinary shares of the Company, nominal value €0.01 per share.
"Permitted Transferee" has the meaning set forth in Section 3 of this Agreement.
"Representative" means Keystone Mercer & Co., LLC, acting as the representative of the several Underwriters in connection with the Offering.
"Transfer" has the meaning set forth in Section 2.1 of this Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated March 2, 2023, among the Company and the several Underwriters named therein, with the Representative acting on behalf of the Underwriters, as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
Section 2. Lock-Up Restrictions
2.1 General Lock-Up Covenant. During the Lock-Up Period, the undersigned agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole and absolute discretion), the undersigned will not, and will not cause or direct any other person or entity to, directly or indirectly:
(a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of any Lock-Up Securities;
(b) pledge, hypothecate, grant any security interest in, or otherwise encumber any Lock-Up Securities, or permit any lien or encumbrance to be placed on any Lock-Up Securities;
(c) establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder) with respect to any Lock-Up Securities;
(d) enter into any swap, hedge, short sale, forward sale, or other arrangement that transfers to another person or entity, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this clause (d) is to be settled by delivery of Ordinary Shares, ADSs, other securities of the Company, in cash, or otherwise;
(e) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any Lock-Up Securities, or cause to be filed any registration statement (including any amendment or supplement thereto) with respect to any Lock-Up Securities, it being understood and agreed that the registration rights of the undersigned arising under that certain Registration Rights Agreement dated March 2, 2023, among the Company, Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P. (the "Registration Rights Agreement"), are exercisable only following the expiration of the Lock-Up Period, and the undersigned hereby agrees not to exercise any such rights during the Lock-Up Period; or
(f) publicly announce an intention to do any of the foregoing, whether through the filing of any document with the SEC, the issuance of any press release, or otherwise.
Each of the actions described in clauses (a) through (f) above is referred to herein as a "Transfer."
2.2 Scope of Lock-Up Securities. The restrictions set forth in Section 2.1 shall apply to all Ordinary Shares, ADSs, and securities convertible into, or exercisable or exchangeable for, Ordinary Shares or ADSs that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by the undersigned as of the date hereof, together with any such securities acquired by the undersigned during the Lock-Up Period, whether by purchase, exercise of options or warrants, conversion, exchange, vesting, or otherwise. As of the date hereof, the undersigned beneficially owns \\\\\\\\\\\\\\\\ Ordinary Shares and \\\\\\\\\\\\\\\\ ADSs.
2.3 Stop Transfer Instructions. The undersigned hereby agrees and consents that, during the Lock-Up Period, the undersigned will not request or demand that the Company or its transfer agent, share registrar, or the ADS depositary (Meridian Trust Company, N.A.) register the transfer (whether by book-entry or otherwise) of any Lock-Up Securities that are subject to the restrictions set forth in this Agreement, and the undersigned acknowledges and agrees that the Company and Meridian Trust Company, N.A. are each hereby authorized to decline to make any such transfer and to note stop-transfer restrictions on their respective books and records with respect to the Lock-Up Securities. The undersigned further agrees that the Company may, and is hereby authorized to, cause its transfer agent and the Depositary to place appropriate legends on any certificates or book-entry notations representing Lock-Up Securities reflecting the restrictions set forth in this Agreement.
Section 3. Permitted Transfers / Exceptions
3.1 Enumerated Exceptions. Notwithstanding the restrictions set forth in Section 2, the restrictions contained therein shall not apply to the following Transfers of Lock-Up Securities (and such recipients, together with any transferee described in clause (c) below, shall each be referred to as a "Permitted Transferee"):
(a) Transfers as bona fide gifts or charitable contributions. Transfers made as bona fide gifts or charitable contributions to a charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or as a bona fide donation to a nonprofit organization; provided that each donee or recipient shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement, with such changes as the Representative may reasonably require, prior to any such Transfer;
(b) Transfers to immediate family members. Transfers to any member of the undersigned's immediate family (which, for purposes of this Agreement, shall include the undersigned's spouse, domestic partner, parent, child (including any adopted child or stepchild), sibling, grandchild, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, or any of the foregoing of the undersigned's spouse or domestic partner), or to a trust, partnership, limited liability company, or other estate-planning vehicle for the direct or indirect benefit of the undersigned or any such immediate family member; provided that each such transferee shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement prior to any such Transfer;
(c) Transfers to affiliates, partners, or members. If the undersigned is a partnership, limited liability company, corporation, or other business entity, Transfers to any partner, member, stockholder, or affiliate (as defined in Rule 405 under the Securities Act) of the undersigned, or to any investment fund or other entity that is controlled or managed by, or is under common control or management with, the undersigned or any of its affiliates; provided that each such transferee shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement prior to any such Transfer;
(d) Transfers by operation of law. Transfers occurring by operation of law, including, without limitation, pursuant to a qualified domestic relations order, divorce settlement, separation agreement, or order of a court or regulatory body of competent jurisdiction; provided that (i) the transferee shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement and (ii) no public filing or announcement shall be required or voluntarily made during the Lock-Up Period in connection with such Transfer (other than any filing required to be made under Section 16 of the Exchange Act, which filing shall clearly indicate in the footnotes thereto the nature of the Transfer and the conditions applicable thereto);
(e) Transfers to the Company in connection with option/warrant exercises. Transfers to the Company in connection with the exercise of options, warrants, or other rights to purchase Lock-Up Securities, including, without limitation, the net exercise or cashless exercise of options or warrants outstanding as of the date hereof, or Transfers to the Company in connection with the Company's right of repurchase with respect to shares of restricted stock or restricted stock units; provided that the underlying Lock-Up Securities received upon such exercise or in connection with such transaction shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period;
(f) Establishment of a Rule 10b5-1 trading plan. The establishment of a trading plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities; provided that (i) such plan does not provide for, and shall not permit, any Transfer of Lock-Up Securities during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required by, or shall be voluntarily made by or on behalf of, the undersigned during the Lock-Up Period;
(g) Transfers to satisfy tax withholding obligations. Transfers to the Company or the withholding or disposition of Lock-Up Securities by the undersigned to satisfy tax withholding obligations arising upon the vesting of restricted stock, restricted stock units, or performance share units, including any transfer pursuant to a "sell to cover" arrangement; provided that the underlying Lock-Up Securities received by the undersigned, if any, upon such vesting (after giving effect to the satisfaction of tax withholding obligations) shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period; and
(h) Transactions in securities acquired in open market transactions. Transfers of Ordinary Shares or ADSs acquired by the undersigned in open market transactions after the completion of the Offering (i.e., transactions in which Lock-Up Securities are purchased after the closing of the Offering in brokerage transactions at the then-prevailing market prices); provided that no filing under Section 16 of the Exchange Act or other public filing or report shall be required or shall be voluntarily made during the Lock-Up Period in connection with any subsequent sale of such Ordinary Shares or ADSs.
3.2 Conditions to Permitted Transfers. In each case described in clauses (a) through (d) of Section 3.1 above, it shall be a further condition to any such permitted Transfer that:
(i) the transferee, donee, or other recipient, as applicable, shall execute and deliver to the Representative, prior to the consummation of such Transfer, a lock-up agreement in substantially the form of this Agreement (or in such other form as the Representative may reasonably accept), agreeing to be bound by the restrictions and obligations set forth herein for the remainder of the Lock-Up Period;
(ii) no filing under the Exchange Act (including, without limitation, any filing on Form 3, Form 4, or Form 5, or any amendment thereto, or any filing on Schedule 13D or Schedule 13G, or any amendment thereto) or other public filing or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made during the Lock-Up Period in connection with such Transfer, except that if any such filing is legally required under Section 16(a) of the Exchange Act, such filing shall clearly indicate in the footnotes thereto the nature and conditions of the Transfer and the fact that the transferee has entered into a lock-up agreement with the Representative; and
(iii) the undersigned shall not otherwise voluntarily effect any public filing, report, or announcement (whether through the SEC's EDGAR system, any press release, social media, or otherwise) regarding such Transfer.
For the avoidance of doubt, nothing in this Section 3 shall be construed to permit any Transfer that is otherwise prohibited by applicable law, including the Securities Act and the Exchange Act.
Section 4. Representations and Warranties of the Undersigned
The undersigned hereby represents and warrants to the Representative and to each of the Underwriters as follows:
(a) Power and Authority. The undersigned has full legal right, power, authority, and capacity to execute and deliver this Agreement, to perform the undersigned's obligations hereunder, and to consummate the transactions contemplated hereby. If the undersigned is an entity, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the undersigned, and no further consent, approval, or authorization is required.
(b) Valid and Binding Obligation. This Agreement has been duly executed and delivered by the undersigned and constitutes a valid and legally binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) No Conflicts. The execution and delivery of this Agreement and the performance by the undersigned of the obligations hereunder do not and will not (i) conflict with, or result in any violation or breach of, any provision of any charter, bylaws, partnership agreement, operating agreement, trust agreement, or similar organizational document of the undersigned (if the undersigned is an entity), (ii) conflict with, violate, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any contract, agreement, instrument, obligation, order, judgment, or decree to which the undersigned is a party or by which the undersigned or any of its property or assets is bound, or (iii) violate any applicable statute, rule, regulation, order, or decree of any governmental authority applicable to the undersigned.
Section 5. Consent of the Representative / Waiver
5.1 Discretionary Release. The Representative may, in its sole and absolute discretion and at any time or from time to time, release any or all of the Lock-Up Securities from the restrictions set forth herein, in whole or in part, with or without conditions. Any such release may apply to all or any portion of the Lock-Up Securities held by any one or more signatories of lock-up agreements entered into in connection with the Offering. The Representative shall have no obligation to release or waive the restrictions with respect to any Lock-Up Securities and may grant, deny, or condition any such release or waiver in such manner as the Representative deems appropriate.
5.2 No Obligation to Others. Any release or waiver granted by the Representative to any signatory of a lock-up agreement entered into in connection with the Offering shall not obligate the Representative to grant a corresponding or similar release or waiver to any other signatory, and no signatory shall have any right to receive any such release or waiver by reason of any release or waiver granted to another signatory.
5.3 Notice Requirement for Officer and Director Releases. If the Representative agrees to release or waive the restrictions set forth herein with respect to the Lock-Up Securities held by any officer or director of the Company prior to the expiration of the Lock-Up Period, the Representative shall provide the Company with written notice of the impending release or waiver at least three (3) business days before the effective date of such release or waiver. Upon receipt of such notice, the Company shall announce the impending release or waiver by means of a press release issued through a major news service, or by such other method of public announcement as may be reasonably acceptable to the Representative, at least two (2) business days before the effective date of such release or waiver. The provisions of this Section 5.3 shall not apply to any release or waiver granted in connection with a Transfer described in Section 3.1 hereof.
Section 6. No Effect on Certain Transactions
Nothing in this Agreement shall be deemed to prevent or restrict the undersigned from:
(a) exercising any option, warrant, or other right to purchase Lock-Up Securities, including pursuant to the Company's employee equity incentive plans, provided that the underlying Lock-Up Securities received upon such exercise shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period; or
(b) converting any convertible securities of the Company into Ordinary Shares or ADSs, provided that the Ordinary Shares or ADSs received upon such conversion shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period.
Nothing in this Agreement shall restrict the ability of the Company to (i) issue Ordinary Shares, ADSs, options, restricted stock units, or other equity awards pursuant to the Company's employee equity incentive plans existing as of the date of the Underwriting Agreement or described in the Registration Statement on Form S-1 (File No. 333-268514), or (ii) issue Ordinary Shares or ADSs upon the exercise or settlement of any such options, restricted stock units, or other equity awards, provided that, in each case, the recipients of any such securities shall be required to execute and deliver a lock-up agreement in substantially the form of this Agreement as a condition to the receipt of such securities if and to the extent required by the Underwriting Agreement.
Section 7. Effectiveness / Termination
7.1 Effectiveness. This Agreement shall become effective upon the execution and delivery of the Underwriting Agreement by the Company and the Representative (expected to occur on or about March 2, 2023). Prior to the execution and delivery of the Underwriting Agreement, this Agreement shall be of no force or effect, and no party shall have any obligation hereunder.
7.2 Automatic Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically and immediately terminate, and be of no further force or effect, and neither the undersigned nor any other party shall have any rights or obligations hereunder, if:
(a) the Company notifies the Representative in writing, prior to the execution and delivery of the Underwriting Agreement, that the Company has determined not to proceed with the Offering;
(b) the Underwriting Agreement is terminated (other than the provisions thereof that expressly survive termination) for any reason prior to the payment for and delivery of the ADSs to be sold by the Company thereunder; or
(c) the Underwriting Agreement is not executed and delivered by the Company and the Representative on or before April 30, 2023.
7.3 Expiration. This Agreement shall expire at 11:59 p.m., Eastern Time, on August 29, 2023 (the last day of the Lock-Up Period), and upon such expiration, the restrictions set forth in this Agreement shall automatically cease to apply without the requirement of any further action by any party. For the avoidance of doubt, the representations, warranties, and covenants contained herein that relate to facts, circumstances, or events occurring during the Lock-Up Period shall survive the expiration of this Agreement.
Section 8. Specific Performance
The undersigned acknowledges and agrees that the Representative and the Underwriters would be irreparably harmed by any breach or threatened breach of this Agreement and that monetary damages alone would not be an adequate remedy for any such breach. Accordingly, the undersigned agrees that, in addition to any other remedies available at law or in equity, the Representative and the Underwriters shall be entitled to seek and obtain specific performance, temporary and permanent injunctive relief, and other equitable relief to enforce the terms of this Agreement or to prevent any actual or threatened breach hereof, in each case without the necessity of proving actual damages and without the necessity of posting any bond or other security, and the undersigned agrees not to oppose the granting of any such relief. The rights and remedies provided in this Section 8 shall be cumulative and shall be in addition to any other rights and remedies available to the Representative and the Underwriters at law, in equity, or otherwise.
Section 9. Binding Effect / Assignment
This Agreement and all of the provisions hereof shall be binding upon the undersigned and the successors, heirs, personal representatives, executors, administrators, and assigns of the undersigned. This Agreement and all of the provisions hereof shall inure to the benefit of the Representative, the Underwriters, and their respective successors and assigns. The undersigned may not assign this Agreement, or any rights or obligations hereunder, without the prior written consent of the Representative, and any purported assignment in violation of this Section 9 shall be null and void and of no force or effect. The Representative may assign its rights and obligations hereunder to any successor representative of the Underwriters without the consent of the undersigned.
Section 10. Governing Law / Jurisdiction
10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties acknowledge that the choice of the laws of the State of Delaware as the governing law of this Agreement is consistent with the governing law provisions of the Underwriting Agreement.
10.2 Submission to Jurisdiction. The undersigned hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court of general jurisdiction sitting in New Castle County, Delaware) and (ii) the United States District Court for the District of Delaware, and any appellate courts thereof, in any suit, action, or proceeding arising out of, or relating to, this Agreement or any of the transactions contemplated hereby, or for recognition or enforcement of any judgment relating thereto, (b) agrees that all claims in respect of any such suit, action, or proceeding shall be heard and determined exclusively in such courts, (c) agrees that a final judgment in any such suit, action, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law, and (d) agrees not to commence any suit, action, or proceeding relating hereto except in such courts.
10.3 Waiver of Jury Trial. THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE UNDERSIGNED ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE REPRESENTATIVE AND THE UNDERWRITERS TO ENTER INTO THE UNDERWRITING AGREEMENT AND THAT THE REPRESENTATIVE AND THE UNDERWRITERS HAVE RELIED ON THIS WAIVER IN ENTERING INTO THE UNDERWRITING AGREEMENT. THE UNDERSIGNED CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) THE UNDERSIGNED UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) THE UNDERSIGNED MAKES THIS WAIVER VOLUNTARILY.
Section 11. Amendments and Waivers
This Agreement may not be amended, modified, or supplemented in any respect except by an instrument in writing signed by each of the undersigned and the Representative. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver of the provision so waived, unless otherwise expressly provided in the written instrument effecting such waiver.
Section 12. Notices
All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) business day after being sent by nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (c) when sent by email (with confirmation of receipt), in each case addressed as follows (or to such other address as a party may designate by written notice to the other party in accordance with this Section 12):
If to the Representative:
Keystone Mercer & Co., LLC 280 Park Avenue, 14th Floor New York, NY 10017
Attention: Margaret Hollister, Managing Director, Healthcare Investment Banking
Email: mhollister@keystonemercer.com
If to the undersigned:
At the address set forth on the signature page hereof, or at such other address as the undersigned may designate in writing to the Representative from time to time.
Section 13. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In the event of any such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties to the greatest extent permitted by applicable law.
Section 14. Entire Agreement
This Agreement constitutes the entire agreement between the undersigned and the Representative with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the undersigned and the Representative with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements between the parties relating to the subject matter hereof other than those expressly set forth or referred to herein.
Section 15. Counterparts / Electronic Execution
This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) electronic signature transmitted by email), 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 a signature page to this Agreement by facsimile or .pdf electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Each party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO LOCK-UP AGREEMENT (For Individual Signatories)
Very truly yours,
Signature: ________
Print Name: ________
Address: ________
________________________________________
________________________________________
Number of Ordinary Shares Beneficially Owned: ________
Number of ADSs Beneficially Owned: ________
Date: ________
[Individual signatories may include: Dr. Cormac Tierney, Dr. Siobhán Kelleher, Ronan McBride, Declan Whitfield, and such other directors, officers, and individual insiders of the Company as may be required by the Underwriting Agreement.]
SIGNATURE PAGE TO LOCK-UP AGREEMENT (For Entity Signatories)
Very truly yours,
________________________________________
[Insert entity name]
By: ________
Name: ________
Title: ________
Address: ________
________________________________________
________________________________________
Number of Ordinary Shares Beneficially Owned: ________
Number of ADSs Beneficially Owned: ________
Date: ________
[Entity signatories may include: Greystone Ventures Fund III, L.P. (by Julian Reyes Linley CPAs LLP, Managing Partner), Pinnacle Health Innovation Fund, L.P. (by Dr. Amara Osei, Managing Partner), Elkridge Growth Partners II, L.P. (by Henrik Johansson, Managing Partner), and such other entities as may be required by the Underwriting Agreement.]
SCHEDULE A
(Informational — Not Part of the Form)
Instruction Note: The following is a summary of expected signatories and the number of Ordinary Shares subject to lock-up restrictions under individual counterparts of this Form of Lock-Up Agreement. This schedule is provided for organizational and administrative purposes only, does not form part of any executed agreement, and shall not be construed to modify or limit the terms and conditions of any individual counterpart of the Lock-Up Agreement.
Notes:
1.  Total pre-IPO Ordinary Shares outstanding: 28,000,000. Total Locked-Up Shares represent approximately 83.9% of the pre-IPO outstanding Ordinary Shares.
2.  Each signatory listed above will execute a separate counterpart of this Form of Lock-Up Agreement.
3.  The Lock-Up Period is 180 days, running from March 2, 2023 (the date of the final prospectus relating to the Offering) through and including August 29, 2023.
4.  The number of Ordinary Shares set forth above for each signatory is based on the beneficial ownership of such signatory as of the date of the final prospectus, and includes Ordinary Shares underlying vested options, warrants, or other convertible or exercisable securities, in each case to the extent beneficially owned within the meaning of Rule 13d-3 under the Exchange Act.
5.  The share amounts reflected herein are preliminary and subject to confirmation prior to the execution of the Underwriting Agreement. Any discrepancies between this schedule and the individual signature pages of the executed counterparts shall be resolved in favor of the executed counterparts.
Signatory | Title / Relationship | Ordinary Shares Subject to Lock-Up
Dr. Cormac Tierney | CEO & Co-Founder | 4,200,000
Dr. Siobhán Kelleher | CTO & Co-Founder | 3,360,000
Ronan McBride | Chief Financial Officer | 840,000
Declan Whitfield | Board Chair (Independent) | 700,000
Greystone Ventures Fund III, L.P. | Institutional Shareholder (≥5%) | 5,600,000
Pinnacle Health Innovation Fund, L.P. | Institutional Shareholder (≥5%) | 4,480,000
Elkridge Growth Partners II, L.P. | Institutional Shareholder (≥5%) | 2,800,000
Other Insiders (aggregate) | Various directors, officers, and ≥1% holders | 1,500,000
Total Locked-Up Shares | 23,480,000

FORM OF LOCK-UP AGREEMENT

SCHEDULE A

Record

Parties

Dates

Amounts