1037-00004 · Solstice Biomedical Devices Ltd · Closing

wire-transfer-instructions-letter.docx DOCUMENT Litigation

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CONFIDENTIAL

SOLSTICE BIOMEDICAL DEVICES LTD. Unit 14, Clonskeagh Business Park Clonskeagh Road, Dublin 14, D14 YF28, Ireland CRO No. 648217

U.S. Subsidiary: Solstice Biomedical, Inc. 3800 Concord Pike, Suite 410, Wilmington, DE 19803 EIN: 84-3291056

June 17, 2025

VIA E-MAIL (PDF) AND OVERNIGHT COURIER

Ms. Jennifer Hsu Vice President, Escrow Services Tidewater Fiduciary Services, Inc. 300 Delaware Avenue, Suite 1400 Wilmington, DE 19801

Re: Wire Transfer Instructions — Tranche 1 Escrow Deposit / Settlement Escrow Account pursuant to Escrow Agreement dated June 16, 2025, among Solstice Biomedical Devices Ltd., Apex Surgical Innovations, Inc., and Tidewater Fiduciary Services, Inc.

Dear Ms. Hsu:

1. Purpose of This Letter

I write on behalf of Solstice Biomedical Devices Ltd. ("Solstice" or the "Company") in connection with that certain Escrow Agreement dated as of June 16, 2025 (the "Escrow Agreement"), entered into among Solstice Biomedical Devices Ltd., Apex Surgical Innovations, Inc. ("Apex"), and Tidewater Fiduciary Services, Inc. ("Tidewater" or the "Escrow Agent"). The Escrow Agreement was executed in connection with the settlement of the litigation styled Apex Surgical Innovations, Inc. v. Solstice Biomedical Devices Ltd. et al., Case No. 1:24-cv-00587-RGA, pending before the Honorable Judge Richard G. Andrews in the United States District Court for the District of Delaware (the "Litigation").

As you are aware, the Escrow Agreement was entered into simultaneously with the Settlement Agreement and Mutual Release dated as of June 16, 2025 (the "Settlement Agreement"), by and among Solstice Biomedical Devices Ltd., its wholly owned U.S. subsidiary Solstice Biomedical, Inc. ("Solstice U.S."), and Apex Surgical Innovations, Inc., which provides for, among other things, the payment by Solstice of certain settlement amounts to Apex through the escrow mechanism established by the Escrow Agreement.

The purpose of this letter is to provide Tidewater, in its capacity as Escrow Agent, with the wire transfer instructions and related information necessary for Tidewater to receive the Tranche 1 escrow deposit in the aggregate amount of $5,250,000.00 (Five Million Two Hundred Fifty Thousand Dollars and No Cents) (the "Tranche 1 Deposit"), which amount is due to be deposited into the escrow account established pursuant to the Escrow Agreement within ten (10) business days of the execution of the Settlement Agreement — that is, by no later than June 30, 2025.

This letter also requests that Tidewater provide certain information necessary for Solstice to initiate the wire transfer, including confirmation of the receiving account details for the escrow account, as more fully described below.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Escrow Agreement.

2. Identification of Depositor / Remitting Party

For purposes of clarity and to facilitate proper processing of the Tranche 1 Deposit, please be advised that the wire transfer will be initiated by Solstice Biomedical, Inc. (EIN: 84-3291056), the wholly owned U.S. operating subsidiary of Solstice Biomedical Devices Ltd. Solstice Biomedical, Inc. is acting on behalf of and for the account of Solstice Biomedical Devices Ltd. in remitting the Tranche 1 Deposit. The remittance from the U.S. subsidiary's domestic bank account is being made for operational convenience, as it avoids the delays and additional costs associated with an international wire transfer from the Company's Irish accounts, and is fully consistent with the terms of the Escrow Agreement, which expressly permits either Solstice entity to make the required deposits on behalf of the other.

The relevant details of the remitting entity are as follows:

Please ensure that all escrow records reflect that the Tranche 1 Deposit, although remitted by Solstice Biomedical, Inc., is made on behalf of Solstice Biomedical Devices Ltd. for all purposes under the Escrow Agreement and the Settlement Agreement.

3. Receiving Account — Wire Transfer Instructions (Tidewater Escrow Account)

Solstice respectfully requests that Tidewater confirm that the following wire transfer instructions are current and accurate for receipt of the Tranche 1 Deposit into the Settlement Escrow Account established pursuant to the Escrow Agreement. To the extent that any of the information below requires correction or supplementation, or where placeholder information is indicated, we request that Tidewater promptly provide the complete and accurate wire instructions.

The information currently known to Solstice with respect to the receiving account is as follows:

We anticipate initiating the wire transfer on or about June 24, 2025, in order to allow sufficient processing time to ensure that the funds are received and settled in the escrow account well in advance of the June 30, 2025 deadline specified in the Settlement Agreement. We note that if additional lead time is required due to any internal processing requirements on Tidewater's end, we would appreciate being informed promptly so that we may adjust our timing accordingly.

We respectfully request that Tidewater confirm the complete wire instructions set forth above in writing (e-mail is acceptable) to each of the following individuals no later than June 19, 2025:

• Brendan Molloy, CFO, Solstice Biomedical Devices Ltd. — bmolloy@solsticebiomedical.com

• Marcus Delgado, Esq., Calderwood & Harkness LLP — mdelgado@calderwoodharkness.com

Timely receipt of the confirmed wire instructions will allow Solstice to complete the necessary internal approvals and pre-authorize the wire transfer with its depository bank in advance of the anticipated transfer date.

4. Amount and Purpose of Transfer

The following summarizes the amount and purpose of the Tranche 1 Deposit:

For the avoidance of doubt, the total settlement consideration under the Settlement Agreement consists of two tranches:

• Tranche 1: $5,250,000.00, due on or before June 30, 2025 (the subject of this letter)

• Tranche 2: $3,500,000.00, due on or before September 15, 2025

Separate wire transfer instructions for the Tranche 2 deposit will be provided to Tidewater in advance of the September 15, 2025 deadline. Nothing in this letter shall be construed as modifying, waiving, or otherwise affecting the terms and conditions applicable to the Tranche 2 payment as set forth in the Settlement Agreement and the Escrow Agreement.

5. Confirmation and Notification Procedures

Upon receipt of the Tranche 1 wire transfer, we respectfully request that Tidewater promptly issue a written confirmation of receipt (an "Escrow Deposit Confirmation") to each of the following individuals, consistent with the notice provisions set forth in Section 9 of the Escrow Agreement:

1. Brendan Molloy, Chief Financial Officer, Solstice Biomedical Devices Ltd.

E-mail: bmolloy@solsticebiomedical.com

Phone: +1 (302) 555-4218

2. Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd.

E-mail: erourke@solsticebiomedical.com

3. Marcus Delgado, Esq., Calderwood & Harkness LLP

1201 Market Street, Suite 2500, Wilmington, DE 19801 E-mail: mdelgado@calderwoodharkness.com

4. Catherine Bloom, Esq., Calderwood & Harkness LLP

E-mail: cbloom@calderwoodharkness.com

5. Martin Hale, General Counsel, Apex Surgical Innovations, Inc.

1220 North Market Street, Suite 550, Wilmington, DE 19801 E-mail: mhale@apexsurgical.com (Notification to Apex counsel is provided pursuant to the notice provisions of the Escrow Agreement.)

6. Victoria Stanton, Esq., Hargrove, Tate & Bennington LLP

900 North King Street, Suite 1200, Wilmington, DE 19801 E-mail: vstanton@htblaw.com

We request that the Escrow Deposit Confirmation include the following information: (a) the date and time of receipt of the wire transfer (including time zone); (b) the amount received; and (c) the escrow account reference number or other account identifier to which the funds have been credited. If there is any discrepancy between the amount received and the amount specified herein, we ask that Tidewater notify the undersigned and Marcus Delgado immediately by telephone and follow up with a written communication.

6. Authorized Contacts for Solstice

For any questions regarding this wire transfer, the escrow deposit, or the information contained in this letter, Tidewater should contact the following individuals:

Primary Contact: Brendan Molloy, Chief Financial Officer Solstice Biomedical Devices Ltd.

Phone: +1 (302) 555-4218

Mobile: +353 (0) 87 634 2910 E-mail: bmolloy@solsticebiomedical.com

Secondary Contact: Eamon Rourke, General Counsel Solstice Biomedical Devices Ltd.

Phone: +353 (1) 205-6700

E-mail: erourke@solsticebiomedical.com

Outside Counsel: Marcus Delgado, Esq. Calderwood & Harkness LLP 1201 Market Street, Suite 2500 Wilmington, DE 19801

Phone: +1 (302) 555-7800

E-mail: mdelgado@calderwoodharkness.com

Please note that no individual other than the persons listed above is authorized to provide, modify, amend, or supplement wire transfer instructions on behalf of Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. Any purported change to the wire instructions set forth in this letter must be confirmed by a direct telephone callback to Brendan Molloy at the phone number listed above (+1 (302) 555-4218) before any action is taken by Tidewater in reliance on such changed instructions. This callback verification requirement is a material term of Solstice's engagement with Tidewater and is intended to safeguard against wire fraud and unauthorized diversions of funds.

7. Anti-Fraud / Verification Provisions

Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc. take the prevention of wire fraud and business e-mail compromise extremely seriously. In furtherance of the mutual protection of all parties, we respectfully request adherence to the following verification protocols:

(a) Changes to Solstice Wire Instructions. If Tidewater receives any communication — whether by e-mail, letter, facsimile, or any other medium — purporting to modify, amend, or supersede the wire transfer instructions set forth in this letter or any subsequent instructions provided by Solstice, Tidewater must verify such change by telephone callback to Brendan Molloy at +1 (302) 555-4218 (or, in his absence, to Eamon Rourke at +353 (1) 205-6700) before taking any action in reliance on such communication. Tidewater should not rely on any telephone number provided in the communication itself for purposes of this callback; the callback must be placed to the number(s) listed in this letter.

(b) Confirmation of Tidewater Receiving Instructions. Similarly, Solstice requests that Tidewater confirm its own receiving wire instructions (as provided in response to this letter) by telephone callback. Specifically, before Solstice initiates the Tranche 1 wire transfer, Solstice's treasury personnel will place a verification telephone call to Jennifer Hsu at a pre-confirmed telephone number to verbally confirm the accuracy of the receiving account details. We request that Ms. Hsu provide her direct telephone number for this purpose when transmitting the confirmed wire instructions.

(c) General. Both parties acknowledge that e-mail communications are susceptible to interception and manipulation, and that telephonic verification of wire instructions is an industry best practice that serves the interests of all parties to the Escrow Agreement.

8. Governing Agreement

This letter is provided solely for informational and operational purposes in connection with the Escrow Agreement dated as of June 16, 2025. Nothing in this letter is intended to, nor shall it, create any rights, obligations, or liabilities beyond those set forth in the Escrow Agreement or the Settlement Agreement. This letter does not constitute an amendment, modification, or waiver of any term or condition of the Escrow Agreement or the Settlement Agreement.

In the event of any conflict or inconsistency between the terms of this letter and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall control and govern in all respects.

This letter and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law, consistent with the governing law provisions of the Settlement Agreement and the Escrow Agreement.

Thank you for Tidewater's prompt attention to this matter and for your firm's assistance in facilitating the settlement escrow. We appreciate the professionalism with which Tidewater has approached this engagement, and we look forward to a smooth and efficient administration of the escrow process.

We respectfully request prompt confirmation of receipt of this letter, together with the wire transfer instructions requested herein, at your earliest convenience and in any event no later than June 19, 2025.

Please do not hesitate to contact me directly should you have any questions or require any additional information.

Very truly yours,

SOLSTICE BIOMEDICAL DEVICES LTD.

By: ________

Name: Brendan Molloy

Title: Chief Financial Officer

Unit 14, Clonskeagh Business Park Clonskeagh Road, Dublin 14, D14 YF28, Ireland

Phone: +1 (302) 555-4218

E-mail: bmolloy@solsticebiomedical.com

cc: (via e-mail)

Dr. Fiona Tierney, Chief Executive Officer, Solstice Biomedical Devices Ltd. Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd. Niamh Cassidy, Vice President, Regulatory & IP, Solstice Biomedical Devices Ltd. Marcus Delgado, Esq., Calderwood & Harkness LLP Catherine Bloom, Esq., Calderwood & Harkness LLP Christy Bauer, Esq., Calderwood & Harkness LLP

Enclosure: Copy of executed Escrow Agreement dated June 16, 2025 (for reference)

Remitting Entity:	Solstice Biomedical, Inc.
EIN:	84-3291056
Principal Office:	3800 Concord Pike, Suite 410, Wilmington, DE 19803
Authorized Signatory for Wire Initiation:	Brendan Molloy, Chief Financial Officer
Capacity:	Acting on behalf of and for the account of Solstice Biomedical Devices Ltd.
Beneficiary Name:	Tidewater Fiduciary Services, Inc. — Escrow Account
Beneficiary Address:	300 Delaware Avenue, Suite 1400, Wilmington, DE 19801
Escrow Reference / Account Designation:	To be provided by Tidewater — We request that Tidewater supply the specific escrow account number and any required reference codes necessary for proper allocation of the Tranche 1 Deposit to the Solstice/Apex settlement escrow account.
Depository Bank Name:	To be provided by Tidewater
Depository Bank Address:	To be provided by Tidewater
ABA/Routing Number:	To be provided by Tidewater
Account Number:	To be provided by Tidewater
SWIFT Code (if applicable):	To be provided by Tidewater — Please note that although the Tranche 1 Deposit will be remitted domestically from Solstice Biomedical, Inc.'s U.S. bank account, we request the SWIFT code for the depository bank as well, given that the parent entity, Solstice Biomedical Devices Ltd., is organized under the laws of Ireland and may need such information for its own banking records and intercompany reconciliation.
Reference Line / Wire Memo:	"Solstice Biomedical Devices Ltd. / Apex Surgical Innovations, Inc. — Settlement Escrow — Tranche 1 Deposit"
Amount:	$5,250,000.00 (Five Million Two Hundred Fifty Thousand Dollars and No Cents)
Purpose:	Tranche 1 payment under Section 3.1(a) of the Settlement Agreement and Mutual Release dated June 16, 2025
Escrow Disposition:	Pursuant to Sections 2.2 and 4.1 of the Escrow Agreement, Tidewater, as Escrow Agent, is to hold the deposited funds in escrow and release them to Apex Surgical Innovations, Inc. within three (3) business days of deposit, subject to and in accordance with the release conditions specified in the Escrow Agreement, including receipt of the required Joint Release Instruction executed by both Solstice and Apex, and confirmation that no Dispute Notice has been issued pursuant to Section 5.3 of the Escrow Agreement.

CONFIDENTIAL
SOLSTICE BIOMEDICAL DEVICES LTD. Unit 14, Clonskeagh Business Park Clonskeagh Road, Dublin 14, D14 YF28, Ireland CRO No. 648217
U.S. Subsidiary: Solstice Biomedical, Inc. 3800 Concord Pike, Suite 410, Wilmington, DE 19803 EIN: 84-3291056
June 17, 2025
VIA E-MAIL (PDF) AND OVERNIGHT COURIER
Ms. Jennifer Hsu Vice President, Escrow Services Tidewater Fiduciary Services, Inc. 300 Delaware Avenue, Suite 1400 Wilmington, DE 19801
Re: Wire Transfer Instructions — Tranche 1 Escrow Deposit / Settlement Escrow Account pursuant to Escrow Agreement dated June 16, 2025, among Solstice Biomedical Devices Ltd., Apex Surgical Innovations, Inc., and Tidewater Fiduciary Services, Inc.
Dear Ms. Hsu:
1. Purpose of This Letter
I write on behalf of Solstice Biomedical Devices Ltd. ("Solstice" or the "Company") in connection with that certain Escrow Agreement dated as of June 16, 2025 (the "Escrow Agreement"), entered into among Solstice Biomedical Devices Ltd., Apex Surgical Innovations, Inc. ("Apex"), and Tidewater Fiduciary Services, Inc. ("Tidewater" or the "Escrow Agent"). The Escrow Agreement was executed in connection with the settlement of the litigation styled Apex Surgical Innovations, Inc. v. Solstice Biomedical Devices Ltd. et al., Case No. 1:24-cv-00587-RGA, pending before the Honorable Judge Richard G. Andrews in the United States District Court for the District of Delaware (the "Litigation").
As you are aware, the Escrow Agreement was entered into simultaneously with the Settlement Agreement and Mutual Release dated as of June 16, 2025 (the "Settlement Agreement"), by and among Solstice Biomedical Devices Ltd., its wholly owned U.S. subsidiary Solstice Biomedical, Inc. ("Solstice U.S."), and Apex Surgical Innovations, Inc., which provides for, among other things, the payment by Solstice of certain settlement amounts to Apex through the escrow mechanism established by the Escrow Agreement.
The purpose of this letter is to provide Tidewater, in its capacity as Escrow Agent, with the wire transfer instructions and related information necessary for Tidewater to receive the Tranche 1 escrow deposit in the aggregate amount of $5,250,000.00 (Five Million Two Hundred Fifty Thousand Dollars and No Cents) (the "Tranche 1 Deposit"), which amount is due to be deposited into the escrow account established pursuant to the Escrow Agreement within ten (10) business days of the execution of the Settlement Agreement — that is, by no later than June 30, 2025.
This letter also requests that Tidewater provide certain information necessary for Solstice to initiate the wire transfer, including confirmation of the receiving account details for the escrow account, as more fully described below.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Escrow Agreement.
2. Identification of Depositor / Remitting Party
For purposes of clarity and to facilitate proper processing of the Tranche 1 Deposit, please be advised that the wire transfer will be initiated by Solstice Biomedical, Inc. (EIN: 84-3291056), the wholly owned U.S. operating subsidiary of Solstice Biomedical Devices Ltd. Solstice Biomedical, Inc. is acting on behalf of and for the account of Solstice Biomedical Devices Ltd. in remitting the Tranche 1 Deposit. The remittance from the U.S. subsidiary's domestic bank account is being made for operational convenience, as it avoids the delays and additional costs associated with an international wire transfer from the Company's Irish accounts, and is fully consistent with the terms of the Escrow Agreement, which expressly permits either Solstice entity to make the required deposits on behalf of the other.
The relevant details of the remitting entity are as follows:
Please ensure that all escrow records reflect that the Tranche 1 Deposit, although remitted by Solstice Biomedical, Inc., is made on behalf of Solstice Biomedical Devices Ltd. for all purposes under the Escrow Agreement and the Settlement Agreement.
3. Receiving Account — Wire Transfer Instructions (Tidewater Escrow Account)
Solstice respectfully requests that Tidewater confirm that the following wire transfer instructions are current and accurate for receipt of the Tranche 1 Deposit into the Settlement Escrow Account established pursuant to the Escrow Agreement. To the extent that any of the information below requires correction or supplementation, or where placeholder information is indicated, we request that Tidewater promptly provide the complete and accurate wire instructions.
The information currently known to Solstice with respect to the receiving account is as follows:
We anticipate initiating the wire transfer on or about June 24, 2025, in order to allow sufficient processing time to ensure that the funds are received and settled in the escrow account well in advance of the June 30, 2025 deadline specified in the Settlement Agreement. We note that if additional lead time is required due to any internal processing requirements on Tidewater's end, we would appreciate being informed promptly so that we may adjust our timing accordingly.
We respectfully request that Tidewater confirm the complete wire instructions set forth above in writing (e-mail is acceptable) to each of the following individuals no later than June 19, 2025:
• Brendan Molloy, CFO, Solstice Biomedical Devices Ltd. — bmolloy@solsticebiomedical.com
• Marcus Delgado, Esq., Calderwood & Harkness LLP — mdelgado@calderwoodharkness.com
Timely receipt of the confirmed wire instructions will allow Solstice to complete the necessary internal approvals and pre-authorize the wire transfer with its depository bank in advance of the anticipated transfer date.
4. Amount and Purpose of Transfer
The following summarizes the amount and purpose of the Tranche 1 Deposit:
For the avoidance of doubt, the total settlement consideration under the Settlement Agreement consists of two tranches:
• Tranche 1: $5,250,000.00, due on or before June 30, 2025 (the subject of this letter)
• Tranche 2: $3,500,000.00, due on or before September 15, 2025
Separate wire transfer instructions for the Tranche 2 deposit will be provided to Tidewater in advance of the September 15, 2025 deadline. Nothing in this letter shall be construed as modifying, waiving, or otherwise affecting the terms and conditions applicable to the Tranche 2 payment as set forth in the Settlement Agreement and the Escrow Agreement.
5. Confirmation and Notification Procedures
Upon receipt of the Tranche 1 wire transfer, we respectfully request that Tidewater promptly issue a written confirmation of receipt (an "Escrow Deposit Confirmation") to each of the following individuals, consistent with the notice provisions set forth in Section 9 of the Escrow Agreement:
1. Brendan Molloy, Chief Financial Officer, Solstice Biomedical Devices Ltd.
E-mail: bmolloy@solsticebiomedical.com
Phone: +1 (302) 555-4218
2. Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd.
E-mail: erourke@solsticebiomedical.com
3. Marcus Delgado, Esq., Calderwood & Harkness LLP
1201 Market Street, Suite 2500, Wilmington, DE 19801 E-mail: mdelgado@calderwoodharkness.com
4. Catherine Bloom, Esq., Calderwood & Harkness LLP
E-mail: cbloom@calderwoodharkness.com
5. Martin Hale, General Counsel, Apex Surgical Innovations, Inc.
1220 North Market Street, Suite 550, Wilmington, DE 19801 E-mail: mhale@apexsurgical.com (Notification to Apex counsel is provided pursuant to the notice provisions of the Escrow Agreement.)
6. Victoria Stanton, Esq., Hargrove, Tate & Bennington LLP
900 North King Street, Suite 1200, Wilmington, DE 19801 E-mail: vstanton@htblaw.com
We request that the Escrow Deposit Confirmation include the following information: (a) the date and time of receipt of the wire transfer (including time zone); (b) the amount received; and (c) the escrow account reference number or other account identifier to which the funds have been credited. If there is any discrepancy between the amount received and the amount specified herein, we ask that Tidewater notify the undersigned and Marcus Delgado immediately by telephone and follow up with a written communication.
6. Authorized Contacts for Solstice
For any questions regarding this wire transfer, the escrow deposit, or the information contained in this letter, Tidewater should contact the following individuals:
Primary Contact: Brendan Molloy, Chief Financial Officer Solstice Biomedical Devices Ltd.
Phone: +1 (302) 555-4218
Mobile: +353 (0) 87 634 2910 E-mail: bmolloy@solsticebiomedical.com
Secondary Contact: Eamon Rourke, General Counsel Solstice Biomedical Devices Ltd.
Phone: +353 (1) 205-6700
E-mail: erourke@solsticebiomedical.com
Outside Counsel: Marcus Delgado, Esq. Calderwood & Harkness LLP 1201 Market Street, Suite 2500 Wilmington, DE 19801
Phone: +1 (302) 555-7800
E-mail: mdelgado@calderwoodharkness.com
Please note that no individual other than the persons listed above is authorized to provide, modify, amend, or supplement wire transfer instructions on behalf of Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. Any purported change to the wire instructions set forth in this letter must be confirmed by a direct telephone callback to Brendan Molloy at the phone number listed above (+1 (302) 555-4218) before any action is taken by Tidewater in reliance on such changed instructions. This callback verification requirement is a material term of Solstice's engagement with Tidewater and is intended to safeguard against wire fraud and unauthorized diversions of funds.
7. Anti-Fraud / Verification Provisions
Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc. take the prevention of wire fraud and business e-mail compromise extremely seriously. In furtherance of the mutual protection of all parties, we respectfully request adherence to the following verification protocols:
(a) Changes to Solstice Wire Instructions. If Tidewater receives any communication — whether by e-mail, letter, facsimile, or any other medium — purporting to modify, amend, or supersede the wire transfer instructions set forth in this letter or any subsequent instructions provided by Solstice, Tidewater must verify such change by telephone callback to Brendan Molloy at +1 (302) 555-4218 (or, in his absence, to Eamon Rourke at +353 (1) 205-6700) before taking any action in reliance on such communication. Tidewater should not rely on any telephone number provided in the communication itself for purposes of this callback; the callback must be placed to the number(s) listed in this letter.
(b) Confirmation of Tidewater Receiving Instructions. Similarly, Solstice requests that Tidewater confirm its own receiving wire instructions (as provided in response to this letter) by telephone callback. Specifically, before Solstice initiates the Tranche 1 wire transfer, Solstice's treasury personnel will place a verification telephone call to Jennifer Hsu at a pre-confirmed telephone number to verbally confirm the accuracy of the receiving account details. We request that Ms. Hsu provide her direct telephone number for this purpose when transmitting the confirmed wire instructions.
(c) General. Both parties acknowledge that e-mail communications are susceptible to interception and manipulation, and that telephonic verification of wire instructions is an industry best practice that serves the interests of all parties to the Escrow Agreement.
8. Governing Agreement
This letter is provided solely for informational and operational purposes in connection with the Escrow Agreement dated as of June 16, 2025. Nothing in this letter is intended to, nor shall it, create any rights, obligations, or liabilities beyond those set forth in the Escrow Agreement or the Settlement Agreement. This letter does not constitute an amendment, modification, or waiver of any term or condition of the Escrow Agreement or the Settlement Agreement.
In the event of any conflict or inconsistency between the terms of this letter and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall control and govern in all respects.
This letter and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law, consistent with the governing law provisions of the Settlement Agreement and the Escrow Agreement.
Thank you for Tidewater's prompt attention to this matter and for your firm's assistance in facilitating the settlement escrow. We appreciate the professionalism with which Tidewater has approached this engagement, and we look forward to a smooth and efficient administration of the escrow process.
We respectfully request prompt confirmation of receipt of this letter, together with the wire transfer instructions requested herein, at your earliest convenience and in any event no later than June 19, 2025.
Please do not hesitate to contact me directly should you have any questions or require any additional information.
Very truly yours,
SOLSTICE BIOMEDICAL DEVICES LTD.
By: ________
Name: Brendan Molloy
Title: Chief Financial Officer
Unit 14, Clonskeagh Business Park Clonskeagh Road, Dublin 14, D14 YF28, Ireland
Phone: +1 (302) 555-4218
E-mail: bmolloy@solsticebiomedical.com
cc: (via e-mail)
Dr. Fiona Tierney, Chief Executive Officer, Solstice Biomedical Devices Ltd. Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd. Niamh Cassidy, Vice President, Regulatory & IP, Solstice Biomedical Devices Ltd. Marcus Delgado, Esq., Calderwood & Harkness LLP Catherine Bloom, Esq., Calderwood & Harkness LLP Christy Bauer, Esq., Calderwood & Harkness LLP
Enclosure: Copy of executed Escrow Agreement dated June 16, 2025 (for reference)
Remitting Entity: | Solstice Biomedical, Inc.
EIN: | 84-3291056
Principal Office: | 3800 Concord Pike, Suite 410, Wilmington, DE 19803
Authorized Signatory for Wire Initiation: | Brendan Molloy, Chief Financial Officer
Capacity: | Acting on behalf of and for the account of Solstice Biomedical Devices Ltd.
Beneficiary Name: | Tidewater Fiduciary Services, Inc. — Escrow Account
Beneficiary Address: | 300 Delaware Avenue, Suite 1400, Wilmington, DE 19801
Escrow Reference / Account Designation: | To be provided by Tidewater — We request that Tidewater supply the specific escrow account number and any required reference codes necessary for proper allocation of the Tranche 1 Deposit to the Solstice/Apex settlement escrow account.
Depository Bank Name: | To be provided by Tidewater
Depository Bank Address: | To be provided by Tidewater
ABA/Routing Number: | To be provided by Tidewater
Account Number: | To be provided by Tidewater
SWIFT Code (if applicable): | To be provided by Tidewater — Please note that although the Tranche 1 Deposit will be remitted domestically from Solstice Biomedical, Inc.'s U.S. bank account, we request the SWIFT code for the depository bank as well, given that the parent entity, Solstice Biomedical Devices Ltd., is organized under the laws of Ireland and may need such information for its own banking records and intercompany reconciliation.
Reference Line / Wire Memo: | "Solstice Biomedical Devices Ltd. / Apex Surgical Innovations, Inc. — Settlement Escrow — Tranche 1 Deposit"
Amount: | $5,250,000.00 (Five Million Two Hundred Fifty Thousand Dollars and No Cents)
Purpose: | Tranche 1 payment under Section 3.1(a) of the Settlement Agreement and Mutual Release dated June 16, 2025
Escrow Disposition: | Pursuant to Sections 2.2 and 4.1 of the Escrow Agreement, Tidewater, as Escrow Agent, is to hold the deposited funds in escrow and release them to Apex Surgical Innovations, Inc. within three (3) business days of deposit, subject to and in accordance with the release conditions specified in the Escrow Agreement, including receipt of the required Joint Release Instruction executed by both Solstice and Apex, and confirmation that no Dispute Notice has been issued pursuant to Section 5.3 of the Escrow Agreement.

CONFIDENTIAL

VIA E-MAIL (PDF) AND OVERNIGHT COURIER

SOLSTICE BIOMEDICAL DEVICES LTD.

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