CALDERWOOD & HARKNESS LLP Attorneys at Law
590 Lexington Avenue, 35th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
November 4, 2024
Matter No.: 1037-00006
BY HAND AND ELECTRONIC MAIL
Patrick Lennox, Esq. General Counsel & Company Secretary Solstice Biomedical Devices Ltd. Solstice House, 14 Fitzwilliam Place Dublin 2, D02 YF82 Ireland
cc: Helena Byrne, EVP, Corporate Development & Strategy Solstice Biomedical Devices Ltd. Solstice House, 14 Fitzwilliam Place Dublin 2, D02 YF82, Ireland
cc: Conor Muldoon, Chief Financial Officer Solstice Biomedical Devices Ltd. Solstice House, 14 Fitzwilliam Place Dublin 2, D02 YF82, Ireland
Re: Acquisition of Meridian Surgical Technologies, Inc. by Solstice Biomedical, Inc. — Closing Binder
Dear Patrick:
We are pleased to enclose the closing binder prepared by this firm in connection with the closing on October 31, 2024 (the "Closing") of the acquisition by Solstice Biomedical, Inc., a Delaware corporation and wholly owned subsidiary of Solstice Biomedical Devices Ltd. (collectively, "Buyer"), of one hundred percent (100%) of the outstanding shares of common stock and all vested options of Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company" or "Meridian"), pursuant to that certain Stock Purchase Agreement, dated as of August 20, 2024 (the "Stock Purchase Agreement"), among Solstice Biomedical, Inc. as Buyer, the Company, the sellers identified on the signature pages thereto (collectively, the "Sellers"), and Dr. Marcus Ellsworth, in his capacity as Sellers' Representative. The aggregate base purchase price for the transaction was Two Hundred Twenty Million Dollars ($220,000,000), subject to customary adjustments for estimated net working capital, with additional earnout consideration of up to Thirty-Five Million Dollars ($35,000,000) payable upon the achievement of certain milestones as set forth in the Stock Purchase Agreement.
The enclosed closing binder (the "Closing Binder") contains copies of all executed transaction documents, ancillary agreements, certificates, consents, corporate deliverables, and other instruments delivered or received by the parties in connection with the Closing. The Closing Binder is organized by tab number as set forth in the attached Closing Binder Index. In total, the Closing Binder comprises forty-five (45) tabs (including sub-tabs), arranged across two volumes: Volume I (Tabs 1 through 20), encompassing the principal transaction agreements, ancillary employment and restrictive covenant agreements, financing documents, and insurance documents; and Volume II (Tabs 21 through 45), encompassing certificates, consents, corporate deliverables, regulatory and compliance documents, and additional closing deliverables.
Originals or conformed copies of each document are included in the Closing Binder, as applicable. Certain documents are included in the form of PDF reproductions of executed signature pages together with conformed copies of the underlying agreement. The Closing Binder includes documents from Buyer's side as well as Sellers' side deliverables, and third-party deliverables from, among others, Keystone Escrow Services, Inc. (escrow agent), Tidewater Atlantic Bank, N.A. (administrative agent and lender), Ironclad Commercial Lending, LLC (payoff lender), Ridgeline Mutual Insurance Company (representations and warranties insurance carrier), and Northbridge Specialty Insurance Co. (D&O tail policy carrier).
Please note that Calderwood & Harkness LLP retains in its files original executed copies of certain key agreements, including the Stock Purchase Agreement, the Escrow Agreement, and the Credit Agreement. The copies included in the Closing Binder consist of conformed copies or duplicate originals of such documents. We advise that you store the Closing Binder securely, as it constitutes the primary record of the transaction and its closing deliverables for the Company's files.
With respect to post-closing obligations, we refer you to the Post-Closing Obligations Memorandum separately delivered to you under cover of our letter dated October 31, 2024, which sets forth in detail the upcoming deadlines and continuing obligations arising out of the transaction, including without limitation: (i) the net working capital true-up procedure, with a final determination deadline of January 29, 2025 (ninety (90) days following the Closing); (ii) the first scheduled release of fifty percent (50%) of the Indemnity Escrow on October 31, 2025; (iii) the release of the remaining Indemnity Escrow on October 31, 2026; (iv) the earnout milestones and associated measurement periods; and (v) other ongoing indemnification, tax, and regulatory compliance obligations. We also cross-reference the Earnout Compliance Memorandum and the Working Capital True-Up Procedures Memorandum, each previously delivered to you, which provide additional guidance with respect to those matters.
Please do not hesitate to contact us if you have any questions regarding the enclosed Closing Binder or any aspect of the transaction or the post-closing obligations. We have very much enjoyed working with you, Helena, Conor, and the entire Solstice team on this matter, and we look forward to continuing to be of service.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Beatrice Holloway Partner
Engagement Team:
Enclosure: Closing Binder (Volumes I and II) and Closing Binder Index
CLOSING BINDER INDEX
Acquisition of 100% of the Outstanding Equity of Meridian Surgical Technologies, Inc. by Solstice Biomedical, Inc.
Closing Date: October 31, 2024
Prepared by: Calderwood & Harkness LLP 590 Lexington Avenue, 35th Floor New York, NY 10022
Matter No.: 1037-00006
VOLUME I
TRANSACTION AGREEMENTS AND ANCILLARY DOCUMENTS
Tab 1 — Stock Purchase Agreement
Stock Purchase Agreement, dated as of August 20, 2024, by and among Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the Sellers identified on the signature pages thereto (including, among others, Dr. Marcus Ellsworth, Pennfield Growth Partners, LP, Arch Hill Ventures Fund II, LLC, Catherine Pryor, and additional stockholders and option holders), and Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative.
• Execution version with all signature pages attached.
• Provides for the acquisition by Buyer of 100% of the outstanding shares of common stock of the Company and cancellation of all vested options, for an aggregate base purchase price of $220,000,000, subject to adjustments for estimated net working capital, plus additional earnout consideration of up to $35,000,000.
• Governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
Tab 2 — Disclosure Schedules
Disclosure Schedules to the Stock Purchase Agreement, dated as of August 20, 2024, prepared by the Sellers and reviewed by Buyer's counsel.
• The Disclosure Schedules set forth the exceptions, qualifications, and supplemental information required by, or provided in connection with, the representations and warranties of the Company and the Sellers contained in the Stock Purchase Agreement, including schedules covering:
• Capitalization (Schedule 3.3), including the cap table reflecting 7,450,000 outstanding shares of common stock and 550,000 vested options under the Meridian 2019 Equity Incentive Plan;
• Material contracts (Schedule 3.12);
• intellectual property (Schedule 3.10), including patents, trademarks, and trade secrets related to the ArthroNav robotic surgical navigation system;
• Litigation (Schedule 3.8), including the pending matter of Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc., C.A. No. 2:23-cv-04817 (E.D. Pa.), involving claims of patent infringement related to certain powered shaver system components;
• Regulatory matters (Schedule 3.15), including FDA 510(k) clearances and ISO 13485:2016 certification;
• Environmental matters (Schedule 3.16);
• Employee benefits (Schedule 3.14);
• Tax matters (Schedule 3.9);
• Real property (Schedule 3.11), including the leased manufacturing and office facility located at 45 Forge Creek Road, Exton, PA 19341; and
• Other scheduled exceptions and qualifications to the representations and warranties.
Tab 3 — Amendment(s) to Stock Purchase Agreement
Reserved. No amendments to the Stock Purchase Agreement were executed between signing and closing. This tab is reserved for completeness of the binder organization.
Tab 4 — Escrow Agreement
Escrow Agreement, dated as of October 31, 2024, by and among Solstice Biomedical, Inc. ("Buyer"), Dr. Marcus Ellsworth, in his capacity as Sellers' Representative, and Keystone Escrow Services, Inc., a Delaware corporation, as Escrow Agent.
• Governs the establishment, maintenance, investment, and release of:
• The Indemnity Escrow Amount of Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000), representing twelve percent (12%) of the base purchase price, deposited into a segregated escrow account to secure the indemnification obligations of the Sellers under Article IX of the Stock Purchase Agreement; and
• The Earnout Escrow Reserve of Two Million Five Hundred Thousand Dollars ($2,500,000), deposited into a separate segregated escrow account to secure the payment of certain earnout-related administrative and dispute resolution costs.
• Total escrow deposits at Closing: Twenty-Eight Million Nine Hundred Thousand Dollars ($28,900,000).
• Release schedule for the Indemnity Escrow:
• Fifty percent (50%) of the Indemnity Escrow Amount (less the aggregate amount of any then-pending and unresolved indemnification claims) to be released to the Sellers' Representative on October 31, 2025 (the first anniversary of the Closing Date);
• The remainder of the Indemnity Escrow Amount (less the aggregate amount of any then-pending and unresolved indemnification claims) to be released to the Sellers' Representative on October 31, 2026 (the second anniversary of the Closing Date).
• Release schedule for the Earnout Escrow Reserve: Released to the Sellers' Representative upon payment of each applicable earnout milestone payment, or released to Buyer upon expiration of the Earnout Period on June 30, 2027, to the extent not previously released.
Tab 5 — Sellers' Representative Appointment and Joinder Agreement
Sellers' Representative Appointment and Joinder Agreement, dated as of August 20, 2024, by and among Dr. Marcus Ellsworth, in his individual capacity and in his capacity as the Sellers' Representative, and the Sellers.
• Confirms the appointment of Dr. Marcus Ellsworth as the Sellers' Representative by holders of at least sixty-five percent (65%) of the outstanding shares of common stock of Meridian, acting in accordance with the provisions of Article XI of the Stock Purchase Agreement.
• Grants the Sellers' Representative full power and authority, on behalf of each Seller, to act with respect to all post-closing matters, including without limitation:
• Post-closing earnout determinations and disputes;
• Indemnification claims, including the right to defend, settle, or compromise any third-party claims and to contest or accept any direct claims;
• Escrow release instructions and related communications with the Escrow Agent;
• Net working capital adjustment matters and the resolution of any disputes arising from the true-up process; and
• Any and all other matters arising under or in connection with the Stock Purchase Agreement requiring action by the Sellers or any group of them.
Tab 6 — Closing Statement / Settlement Statement
Closing Statement, dated as of October 31, 2024, prepared by Calderwood & Harkness LLP and approved by Buyer and Sellers' Representative, setting forth the calculation of the estimated closing cash consideration as follows:
Sellers' Transaction Expenses Breakdown:
Net Working Capital Adjustment:
Per-Share and Per-Option Allocation:
• Implied per-share price to common stockholders: approximately $27.8545 per share (before pro rata escrow holdback adjustments).
• Per-option net consideration: $22.70 per vested option, calculated based on an implied per-share value of approximately $27.50 per share less the weighted-average exercise price of $4.80 per share under the Meridian 2019 Equity Incentive Plan.
• Aggregate option cancellation payments: $12,485,000 (550,000 vested options × $22.70 net per-option consideration).
• Detailed per-stockholder and per-option-holder allocation schedule attached as Annex A to the Closing Statement and separately tabulated at Tab 41.
Tab 7 — Funds Flow Memorandum
Funds Flow Memorandum, dated as of October 31, 2024, prepared by Calderwood & Harkness LLP, setting forth the detailed sources and uses of funds and wire transfer instructions for all payments made in connection with the Closing.
Sources of Funds:
Uses of Funds / Wire Instructions:
VOLUME I *(continued)*
EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTS
Tab 8 — Employment Agreement — Dr. Marcus Ellsworth
Employment Agreement, dated as of October 31, 2024, by and between Solstice Biomedical, Inc. and Dr. Marcus Ellsworth.
• Position: Division President, Orthopedic Instruments
• Term: Three (3) years, commencing on the Closing Date, subject to earlier termination in accordance with the terms of the Employment Agreement
• Annual Base Salary: $525,000
• Eligibility for annual bonus, equity incentive awards, and standard employee benefits as described therein
Tab 9 — Employment Agreement — Catherine Pryor
Employment Agreement, dated as of October 31, 2024, by and between Solstice Biomedical, Inc. and Catherine Pryor.
• Position: Senior Vice President, Operations
• Term: Three (3) years, commencing on the Closing Date, subject to earlier termination in accordance with the terms of the Employment Agreement
• Annual Base Salary: $375,000
• Eligibility for annual bonus, equity incentive awards, and standard employee benefits as described therein
Tab 10 — Employment Agreement — Dr. Raj Subramanian
Employment Agreement, dated as of October 31, 2024, by and between Solstice Biomedical, Inc. and Dr. Raj Subramanian.
• Position: Senior Vice President, ArthroNav Development
• Term: Three (3) years, commencing on the Closing Date, subject to earlier termination in accordance with the terms of the Employment Agreement
• Annual Base Salary: $410,000
• Eligibility for annual bonus, equity incentive awards, and standard employee benefits as described therein
• Includes specific provisions regarding the continuity of Dr. Subramanian's leadership of the ArthroNav robotic surgical navigation research and development program in connection with the earnout milestones set forth in Section 2.7 of the Stock Purchase Agreement, including dedicated staffing and budget commitments during the Earnout Period
Tab 11 — Non-Competition and Non-Solicitation Agreement — Dr. Marcus Ellsworth
Non-Competition and Non-Solicitation Agreement, dated as of October 31, 2024, by and between Solstice Biomedical, Inc. and Dr. Marcus Ellsworth.
• Two (2)-year post-termination non-competition restriction within the orthopedic surgical instruments and robotic surgical navigation industries
• Two (2)-year post-termination non-solicitation restriction covering employees, consultants, customers, and suppliers of Meridian and its successors
• Governed by the laws of the State of Delaware
Tab 12 — Non-Competition and Non-Solicitation Agreement — Catherine Pryor
Non-Competition and Non-Solicitation Agreement, dated as of October 31, 2024, by and between Solstice Biomedical, Inc. and Catherine Pryor.
• Two (2)-year post-termination non-competition restriction within the orthopedic surgical instruments and robotic surgical navigation industries
• Two (2)-year post-termination non-solicitation restriction covering employees, consultants, customers, and suppliers of Meridian and its successors
• Governed by the laws of the State of Delaware
Tab 13 — Non-Competition and Non-Solicitation Agreement — Dr. Raj Subramanian
Non-Competition and Non-Solicitation Agreement, dated as of October 31, 2024, by and between Solstice Biomedical, Inc. and Dr. Raj Subramanian.
• Two (2)-year post-termination non-competition restriction within the orthopedic surgical instruments and robotic surgical navigation industries
• Two (2)-year post-termination non-solicitation restriction covering employees, consultants, customers, and suppliers of Meridian and its successors
• Governed by the laws of the State of Delaware
VOLUME I *(continued)*
FINANCING DOCUMENTS
Tab 14 — Credit Agreement
Credit Agreement, dated as of October 25, 2024, by and among Solstice Biomedical, Inc., a Delaware corporation, as Borrower, Solstice Biomedical Devices Ltd., an Irish company, as Parent Guarantor, Tidewater Atlantic Bank, N.A., as Administrative Agent and Sole Lead Arranger, and the lenders party thereto from time to time.
• Term Loan A Facility: $130,000,000 aggregate principal amount; five (5)-year maturity (October 25, 2029); interest at Term SOFR plus 2.25% per annum, with customary step-downs based on net leverage ratio; quarterly amortization of 1.25% per quarter for the first two years, increasing to 1.875% per quarter thereafter, with the balance due at maturity.
• Revolving Credit Facility: $50,000,000 aggregate commitment; five (5)-year maturity (October 25, 2029); interest at Term SOFR plus 2.00% per annum; undrawn as of the Closing Date; available for working capital and general corporate purposes; commitment fee of 0.375% per annum on undrawn amounts.
• Includes customary representations, warranties, affirmative and negative covenants, financial covenants (maximum net leverage ratio of 3.50x; minimum interest coverage ratio of 3.00x), events of default, and related provisions.
• Security: first-priority lien on substantially all assets of the Borrower and the Company (as guaranteed subsidiary), subject to customary exceptions and permitted liens.
Tab 15 — Tidewater Commitment Letter
Commitment Letter from Tidewater Atlantic Bank, N.A., dated July 15, 2024, addressed to Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc., committing to provide the Term Loan A and Revolving Credit Facility in connection with the acquisition of Meridian.
• Key contact: Margaret Chu, Managing Director, Healthcare Lending Group, Tidewater Atlantic Bank, N.A.
• Commitment subject to customary conditions, including execution of definitive credit documentation, completion of the acquisition in accordance with the Stock Purchase Agreement, and absence of material adverse effect.
Tab 16 — Borrowing Notice / Funding Request
Borrowing Notice, dated October 31, 2024, delivered by Solstice Biomedical, Inc. to Tidewater Atlantic Bank, N.A. as Administrative Agent, requesting a draw of $130,000,000 under the Term Loan A Facility on the Closing Date.
• Interest period: one-month Term SOFR, initially.
• Certifies that all conditions precedent to the initial borrowing under Section 4.02 of the Credit Agreement have been satisfied or waived.
Tab 17 — Ironclad Payoff Letter
Payoff Letter from Ironclad Commercial Lending, LLC, dated October 28, 2024, addressed to Meridian Surgical Technologies, Inc. and Solstice Biomedical, Inc.
• Sets forth the payoff amount of $7,341,822.16, representing all outstanding principal, accrued interest, and fees owed by Meridian under the Revolving Credit Agreement, dated as of March 15, 2021, between Meridian and Ironclad, providing for a $12,000,000 revolving credit facility secured by substantially all assets of Meridian.
• Wire instructions: Ironclad payoff account at Tarrant Securities; Account No. ICL-PAYOFF-7741; ABA Routing No. 111000025.
• Includes commitment by Ironclad to deliver UCC-3 termination statements and to execute all documents necessary to release its security interests in Meridian's assets promptly upon receipt of the payoff amount in full.
• Good through date: November 4, 2024.
• Key contact: Thomas Briggs, Senior Vice President, Ironclad Commercial Lending, LLC.
Tab 18 — UCC-3 Termination Statement — Ironclad
UCC-3 Financing Statement Amendment (Termination), to be filed with the Delaware Secretary of State, terminating the UCC-1 Financing Statement originally filed by Ironclad Commercial Lending, LLC as Secured Party against Meridian Surgical Technologies, Inc. as Debtor, covering all assets of Meridian.
• Original UCC-1 filing number and filing date referenced therein.
• Termination effective upon payoff of all amounts owed under the Ironclad revolving credit facility and filing of the UCC-3 with the Delaware Secretary of State.
VOLUME I *(continued)*
INSURANCE DOCUMENTS
Tab 19 — Representations and Warranties Insurance Policy
Buy-Side Representations and Warranties Insurance Policy, issued by Ridgeline Mutual Insurance Company to Solstice Biomedical, Inc. as the Named Insured.
• Policy No.: RMI-RWI-2024-08172
• Bound: August 14, 2024
• Effective Date: October 31, 2024 (the Closing Date)
• Coverage Limit: $40,000,000 aggregate, excess of the Retention
• Retention (Self-Insured Amount): $4,400,000, representing two percent (2%) of the base purchase price, allocated fifty percent (50%) to Buyer ($2,200,000) and fifty percent (50%) to the Sellers (through reduction of the Indemnity Escrow) ($2,200,000)
• Premium: $1,232,000 (inclusive of underwriting fees and applicable state surplus lines taxes), paid by Buyer at Closing
• Policy covers losses arising from breaches of the fundamental representations, general representations, and tax representations of the Sellers and the Company, subject to customary exclusions, including known matters and matters disclosed on the Disclosure Schedules
• Key contact: Dennis Hargrave, Senior Vice President, Transactional Risk Practice, Ridgeline Mutual Insurance Company
Tab 20 — D&O Tail (Run-Off) Policy
Directors' and Officers' Liability Tail (Run-Off) Policy, issued by Northbridge Specialty Insurance Co. for the benefit of Meridian's pre-closing directors and officers.
• Policy Period: Six (6) years from the Closing Date (October 31, 2024 through October 31, 2030)
• Policy Limit: $10,000,000 per occurrence / $10,000,000 annual aggregate
• Premium: $385,000, prepaid in full by Buyer at Closing, in accordance with the covenant set forth in Section 6.7 of the Stock Purchase Agreement
• Covers wrongful acts committed or alleged to have been committed by Meridian's directors and officers prior to the Closing Date
• Arranged by Caldwell Risk Advisors, Inc.; Key contact: Allison Trent, Senior Vice President, Management Liability Practice
VOLUME II
CERTIFICATES, CONSENTS, AND CORPORATE DELIVERABLES
Tab 21 — Secretary's Certificate — Meridian Surgical Technologies, Inc.
Secretary's Certificate of Meridian Surgical Technologies, Inc., dated as of October 31, 2024, delivered by the Secretary of the Company, certifying as to the following:
• Resolutions of the Board of Directors of Meridian adopted at a duly convened meeting (or by unanimous written consent) authorizing the execution, delivery, and performance of the Stock Purchase Agreement and the consummation of the transactions contemplated thereby, including the sale of 100% of the outstanding shares of common stock and the cancellation of all vested options, for the consideration set forth therein. The Board of Directors of Meridian, as constituted at the time of such approval, consisted of:
• Dr. Marcus Ellsworth (Chairman);
• Catherine Pryor;
• Gregory Ashford;
• Diana Whitfield; and
• Dr. Eleanor Vickers.
• Incumbency and specimen signatures of the officers of the Company as of the Closing Date:
• Dr. Marcus Ellsworth — Chief Executive Officer;
• Catherine Pryor — President and Chief Operating Officer; and
• David Hensley — Chief Financial Officer.
• Exhibits attached to the Secretary's Certificate:
• Exhibit A: Certificate of Incorporation of Meridian Surgical Technologies, Inc., as currently in effect, including all amendments thereto; and
• Exhibit B: Bylaws of Meridian Surgical Technologies, Inc., as currently in effect.
Tab 22 — Secretary's Certificate — Solstice Biomedical, Inc.
Secretary's Certificate of Solstice Biomedical, Inc., dated as of October 31, 2024, delivered by the Secretary of Buyer, certifying as to the following:
• Resolutions of the Board of Directors (consisting of the sole director) of Solstice Biomedical, Inc. authorizing the execution, delivery, and performance of the Stock Purchase Agreement, the Escrow Agreement, the Credit Agreement, and each of the other transaction documents to which Buyer is a party, and the consummation of the acquisition of 100% of the outstanding equity of Meridian.
• Sole Director: Helena Byrne.
• Incumbency and specimen signatures of the officers of Solstice Biomedical, Inc. as of the Closing Date:
• Helena Byrne — President;
• Conor Muldoon — Treasurer; and
• Patrick Lennox — Secretary.
• Exhibits attached to the Secretary's Certificate:
• Exhibit A: Certificate of Incorporation of Solstice Biomedical, Inc. (Delaware File No. 7203841; formed April 22, 2024; EIN 93-4017625), as currently in effect; and
• Exhibit B: Bylaws of Solstice Biomedical, Inc., as currently in effect.
Tab 23 — Written Consent of Sole Stockholder — Solstice Biomedical, Inc.
Written Consent of the Sole Stockholder of Solstice Biomedical, Inc., executed by Solstice Biomedical Devices Ltd., as the sole stockholder of Solstice Biomedical, Inc., approving the execution, delivery, and performance of the Stock Purchase Agreement, the Escrow Agreement, the Credit Agreement, and each of the other transaction documents to which Solstice Biomedical, Inc. is a party, and the consummation of the stock purchase and all related transactions contemplated thereby, including the acquisition of 100% of the outstanding equity of Meridian.
Tab 24 — Written Consent / Approval of Stockholders — Meridian
Written Consent of the Stockholders of Meridian Surgical Technologies, Inc., executed by holders of the requisite percentage of the outstanding shares of common stock of Meridian, approving the sale of 100% of the outstanding common stock and the cancellation of all vested options of Meridian pursuant to the Stock Purchase Agreement, and waiving any notice periods or other procedural requirements as may be applicable under the Certificate of Incorporation, Bylaws, or applicable law.
Signatories and their respective holdings:
Tab 25 — Bring-Down Certificate — Meridian Officers
Officer's Certificate, dated as of October 31, 2024, executed by Dr. Marcus Ellsworth, in his capacity as Chief Executive Officer, and David Hensley, in his capacity as Chief Financial Officer, of Meridian Surgical Technologies, Inc., certifying as of the Closing Date that:
• Each of the representations and warranties of the Sellers and the Company contained in the Stock Purchase Agreement is true and correct in all material respects (and, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of October 31, 2024, with the same force and effect as if made on and as of such date (except for representations and warranties that speak as of a specified date, which are true and correct in all material respects as of such specified date);
• All covenants, agreements, and obligations required to be performed or complied with by the Sellers and the Company on or prior to the Closing Date pursuant to the Stock Purchase Agreement have been duly performed and complied with in all material respects; and