[sheet: Buyer Conditions]

Item No.	SPA Section	Condition Description	Category	Responsible Party	Responsible Attorney / Contact	Target Date	Completion Date	Status	Notes / Comments	Document Reference / Exhibit
B-1	Section 7.1(a)	Accuracy of Sellers' Representations and Warranties — All representations and warranties of Sellers shall be true and correct in all material respects as of the Closing Date (subject to Material Adverse Effect qualifier for non-Fundamental Representations)	Representations	Sellers / Whitmore Crane & Pfeiffer LLP	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Confirmed via Bring-Down Certificate executed by Dr. Marcus Ellsworth and David Hensley	Officer Bring-Down Certificate
B-2	Section 7.1(b)	Performance of Sellers' Covenants — Sellers shall have performed and complied in all material respects with all covenants and agreements required to be performed by them prior to or at Closing	Covenants	Sellers / WCP	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Confirmed; no known breaches identified	Officer Bring-Down Certificate
B-3	Section 7.1(c)	No Material Adverse Effect — Since the date of the SPA, no Material Adverse Effect shall have occurred with respect to Meridian	MAE	Sellers / WCP	Tiffany Rosenthal / Beatrice Holloway	October 31, 2024	October 31, 2024	Complete	Confirmed by Sellers in Bring-Down Certificate; no MAE identified during interim period	Officer Bring-Down Certificate
B-4	Section 7.1(d)	Officer's Bring-Down Certificate — Delivery of certificate signed by CEO and CFO of Meridian certifying satisfaction of conditions in Sections 7.1(a), (b), and (c)	Certificate	Meridian (Dr. Marcus Ellsworth, CEO; David Hensley, CFO)	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Executed by Dr. Marcus Ellsworth and David Hensley on October 31, 2024	officer-bring-down-certificate-meridian.docx
B-5	Section 7.1(e)	Secretary's Certificate — Meridian — Delivery of Secretary's Certificate certifying board resolutions, incumbency of officers, and attaching Certificate of Incorporation and Bylaws	Certificate	Meridian	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Certifies board resolutions authorizing transaction; incumbency of Dr. Marcus Ellsworth (CEO), Catherine Pryor (President & COO), David Hensley (CFO)	secretary-certificate-meridian.docx
B-6	Section 7.1(f)	Good Standing Certificates — Meridian — Certificates of good standing from (i) Delaware Secretary of State (state of incorporation) and (ii) Pennsylvania Department of State (headquarters and manufacturing state)	Certificate	Meridian / WCP	Natasha Grier	October 28, 2024	October 29, 2024	Complete	DE good standing dated October 25, 2024; PA good standing dated October 28, 2024; transmitted under cover memo	good-standing-certificates-transmittal.docx
B-7	Section 7.1(g)	FIRPTA Certificate — Delivery of certificate(s) of non-foreign status under IRC § 1445 and Treasury Reg. § 1.1445-2(b) from each Seller (or Sellers' Representative on behalf of all Sellers)	Tax / Certificate	Sellers / WCP	Leonard Cross / Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Executed by each Seller certifying U.S. person status and providing TINs	firpta-certificate.docx
B-8	Section 7.1(h)	No Injunction or Restraint — No temporary restraining order, preliminary or permanent injunction, or other order of any court or governmental authority preventing consummation of the transaction shall be in effect	Legal / Regulatory	All parties	Beatrice Holloway	October 31, 2024	October 31, 2024	Complete	Confirmed; no injunctions or restraining orders in effect	N/A
B-9	Section 7.1(i)	HSR Act Compliance — Expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976	Regulatory	Solstice / C&H	Beatrice Holloway	N/A	N/A	N/A	Determined not required — transaction below HSR notification threshold based on size-of-person test; analysis completed and documented pre-signing	HSR analysis memo (internal)
B-10	Section 7.1(j)	Third-Party Consent — Titanium Precision Components, Inc. — Consent under the Exclusive Supply Agreement (change-of-control provision requires consent)	Consent	Meridian / WCP	Tiffany Rosenthal / Andrew Fitzpatrick	August 20, 2024 (signing)	August 5, 2024	Complete	Written consent obtained from Titanium Precision Components, Inc. on August 5, 2024, prior to signing of SPA	TPC Consent Letter dated August 5, 2024
B-11	Section 7.1(j)	Third-Party Notice — OrthoLink Distribution, LLC — Notice under the Distribution Agreement (change-of-control provision requires notice)	Notice	Meridian / WCP	Tiffany Rosenthal / Andrew Fitzpatrick	August 20, 2024 (signing)	August 12, 2024	Complete	Written notice delivered to OrthoLink Distribution, LLC on August 12, 2024	OrthoLink Notice Letter dated August 12, 2024
B-12	Section 7.1(k)	Escrow Agreement — Execution and delivery of the Escrow Agreement among Buyer, Sellers' Representative (Dr. Marcus Ellsworth), and Keystone Escrow Services, Inc. governing the Indemnity Escrow Amount ($26,400,000) and Earnout Escrow Reserve ($2,500,000)	Agreement	All parties / Keystone Escrow Services, Inc.	Tiffany Rosenthal / Natasha Grier	October 31, 2024	October 31, 2024	Complete	Executed October 31, 2024; escrow accounts established at First Continental Trust Co., N.A. (Indemnity Escrow Acct No. KES-2024-IND-09183; Earnout Escrow Acct No. KES-2024-EO-09184)	escrow-agreement-execution.docx
B-13	Section 7.1(l)	Employment Agreements — Execution and delivery of employment agreements with Dr. Marcus Ellsworth (Division President, base salary $525,000), Catherine Pryor (SVP Operations, base salary $375,000), and Dr. Raj Subramanian (SVP, ArthroNav Development, base salary $410,000)	Agreement	Key Employees / WCP	Robert Wainwright / Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	All three employment agreements (3-year terms) executed at closing	employment-agreement-ellsworth.docx; employment-agreement-pryor.docx; employment-agreement-subramanian.docx
B-14	Section 7.1(m)	Non-Competition and Non-Solicitation Agreements — Execution and delivery by Dr. Marcus Ellsworth, Catherine Pryor, and Dr. Raj Subramanian of 2-year post-termination non-competition and non-solicitation agreements	Agreement	Key Employees / WCP	Robert Wainwright / Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	All three non-competition agreements executed at closing	non-competition-agreement-form.docx (executed copies)
B-15	Section 7.1(n)	Sellers' Representative Appointment — Delivery of executed Sellers' Representative Appointment and Joinder Agreement appointing Dr. Marcus Ellsworth as Sellers' Representative (with approval of holders of at least 65% of outstanding shares)	Agreement	Sellers / WCP	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Executed by holders representing >65% of outstanding shares; Dr. Marcus Ellsworth appointed as Sellers' Representative for post-closing earnout, indemnification, escrow, and NWC matters	sellers-representative-appointment.docx
B-16	Section 7.1(o)	Ironclad Payoff Letter — Delivery of payoff letter from Ironclad Commercial Lending, LLC confirming payoff amount for Meridian's existing $12M revolving credit facility and providing wire instructions and UCC termination commitment	Payoff / Lien Release	Meridian / WCP / Ironclad Commercial Lending, LLC (Thomas Briggs, SVP)	Tiffany Rosenthal / Andrew Fitzpatrick	October 28, 2024	October 28, 2024	Complete	Payoff letter dated October 28, 2024; payoff amount $7,341,822.16; wire to Ironclad payoff account ICL-PAYOFF-7741 at Tarrant Securities (ABA 111000025); Ironclad to deliver UCC-3 termination statements upon receipt of payoff funds	ironclad-payoff-transmittal-letter.docx
B-17	Section 7.1(p)	Section 338(h)(10) Election — Sellers' agreement and delivery of executed IRS Form 8023 and related state election forms for joint Section 338(h)(10) election	Tax	Sellers / WCP / Leonard Cross / Brindoval & Albright LLP (Eleanor Voss)	Leonard Cross	October 31, 2024	October 31, 2024	Complete	Form 8023 executed jointly by Buyer and Sellers; Meridian EIN 84-3192057 reflected on forms	section-338h10-election-forms.docx
B-18	Section 7.1(q)	Resignation of Meridian Directors — Delivery of written resignations of all directors of Meridian effective as of the Closing Date (Dr. Marcus Ellsworth, Catherine Pryor, Gregory Ashford, Diana Whitfield, Dr. Eleanor Vickers)	Certificate / Resignation	Meridian / WCP	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Written resignations received from all five directors; Samuel Nakamura's board observer rights terminated by operation of the SPA	Director Resignation Letters
B-19	Section 7.1(r)	Stock Certificates and Transfer Documents — Delivery of stock certificates (or affidavits of lost certificates with appropriate indemnity) and stock powers duly endorsed for transfer representing all 7,450,000 outstanding shares of Meridian common stock	Transfer	Sellers / WCP	Natasha Grier / Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	All stock certificates and stock powers received; covers Ellsworth (2,845,900 shares), Pennfield (2,235,000 shares), Arch Hill (1,490,000 shares), Pryor (372,500 shares), and Other Mgmt/Employees (506,600 shares)	Stock certificates and stock powers
B-20	Section 7.1(s)	Option Cancellation Agreements — Delivery of executed option cancellation agreements from all holders of vested options under the Meridian 2019 Equity Incentive Plan (550,000 options; weighted-average exercise price $4.80; net cancellation consideration of $22.70 per option; aggregate $12,485,000)	Agreement	Option holders / WCP	Tiffany Rosenthal / Robert Wainwright	October 31, 2024	October 31, 2024	Complete	All 550,000 vested options cancelled in exchange for per-option net consideration of $22.70 ($27.50 per share consideration minus $4.80 exercise price)	Option Cancellation Agreements
B-21	Section 7.1(t)	Disclosure Schedule Updates — Delivery of updated Disclosure Schedules (if any material changes since signing), or confirmation that no updates are required	Disclosure	Sellers / WCP	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Sellers confirmed no material updates required to Disclosure Schedules since signing on August 20, 2024	N/A

[sheet: Sellers Conditions]

Item No.	SPA Section	Condition Description	Category	Responsible Party	Responsible Attorney / Contact	Target Date	Completion Date	Status	Notes / Comments	Document Reference / Exhibit
S-1	Section 7.2(a)	Accuracy of Buyer's Representations and Warranties — All representations and warranties of Buyer shall be true and correct in all material respects as of the Closing Date	Representations	Solstice Biomedical, Inc. / C&H	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Confirmed via Buyer's officer certificate	Buyer Officer Certificate
S-2	Section 7.2(b)	Performance of Buyer's Covenants — Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed by it prior to or at Closing	Covenants	Solstice Biomedical, Inc. / C&H	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Confirmed; no known breaches	Buyer Officer Certificate
S-3	Section 7.2(c)	No Injunction or Restraint — No temporary restraining order, preliminary or permanent injunction, or other order preventing consummation of the transaction shall be in effect	Legal / Regulatory	All parties	Beatrice Holloway	October 31, 2024	October 31, 2024	Complete	Confirmed; no injunctions or restraining orders	N/A
S-4	Section 7.2(d)	Secretary's Certificate — Solstice Biomedical, Inc. — Delivery of certificate certifying board resolutions, incumbency of officers (Helena Byrne, President; Conor Muldoon, Treasurer; Patrick Lennox, Secretary), and attaching Certificate of Incorporation and Bylaws	Certificate	Solstice Biomedical, Inc. / C&H	Natasha Grier / Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Solstice Biomedical, Inc. (Delaware File No. 7203841; formed April 22, 2024); sole director Helena Byrne	secretary-certificate-solstice-biomedical-inc.docx
S-5	Section 7.2(e)	Payment of Closing Cash Consideration — Buyer to deliver estimated closing cash consideration of $182,108,177.84 via wire transfer to Sellers' Representative account	Payment	Solstice Biomedical, Inc. / Tidewater Atlantic Bank, N.A.	Tiffany Rosenthal / Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Wire transfer of $182,108,177.84 sent from Buyer Funding Account (Tidewater Atlantic Bank, Acct 8801-4437-2290, ABA 052001633) to Sellers' Rep account at Founders National Bank, N.A. (Acct 6654-1029-8871, ABA 031100209)	funds-flow-memorandum.xlsx; closing-statement.xlsx
S-6	Section 7.2(f)	Deposit of Indemnity Escrow Amount — Buyer to deposit $26,400,000 with Keystone Escrow Services, Inc.	Escrow	Solstice Biomedical, Inc. / C&H	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Wire transfer of $26,400,000 to Keystone Escrow (Acct KES-2024-IND-09183 at First Continental Trust Co., N.A., ABA 021000089)	funds-flow-memorandum.xlsx
S-7	Section 7.2(g)	Deposit of Earnout Escrow Reserve — Buyer to deposit $2,500,000 with Keystone Escrow Services, Inc.	Escrow	Solstice Biomedical, Inc. / C&H	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Wire transfer of $2,500,000 to Keystone Escrow (Acct KES-2024-EO-09184 at First Continental Trust Co., N.A., ABA 021000089)	funds-flow-memorandum.xlsx
S-8	Section 7.2(h)	Escrow Agreement — Execution and delivery by Buyer of the Escrow Agreement	Agreement	Solstice Biomedical, Inc. / C&H / Keystone Escrow Services, Inc. (Patricia Langford)	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Cross-reference to Buyer Condition B-12; same agreement	escrow-agreement-execution.docx
S-9	Section 7.2(i)	D&O Tail Policy — Buyer to have caused the binding and prepayment of the six-year directors' and officers' tail (run-off) policy for Meridian's pre-closing directors and officers	Insurance	Solstice Biomedical, Inc. / C&H / Caldwell Risk Advisors, Inc. (Allison Trent)	Tiffany Rosenthal / Natasha Grier	October 31, 2024	October 31, 2024	Complete	D&O tail policy issued by Northbridge Specialty Insurance Co.; $10,000,000 per occurrence/aggregate; premium of $385,000 prepaid by Buyer at closing; brokered by Caldwell Risk Advisors, Inc.	do-tail-policy-instructions-letter.docx; policy documentation
S-10	Section 7.2(j)	Employment Agreements — Buyer to have executed and delivered the employment agreements with Ellsworth, Pryor, and Subramanian	Agreement	Solstice Biomedical, Inc. / C&H	Robert Wainwright / Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Cross-reference to Buyer Condition B-13; same agreements	Employment agreements

[sheet: Additional Deliverables]

Item No.	Category	Deliverable Description	Responsible Party	Responsible Attorney / Contact	Target Date	Completion Date	Status	Notes / Comments	Document Reference / Exhibit
D-1	Financing	Tidewater Atlantic Bank, N.A. Credit Agreement — Execution of Credit Agreement providing for $130,000,000 Term Loan A (5-year, SOFR + 2.25%) and $50,000,000 Revolving Credit Facility (5-year, SOFR + 2.00%); Administrative Agent: Tidewater (Margaret Chu, MD)	Solstice Biomedical, Inc. / Tidewater Atlantic Bank, N.A.	Tiffany Rosenthal / Beatrice Holloway	October 25, 2024	October 25, 2024	Complete	Credit Agreement executed at pre-closing on October 25, 2024; commitment letter dated July 15, 2024; Term Loan A of $130,000,000 drawn at closing; Revolving Credit Facility of $50,000,000 undrawn at closing	Credit Agreement; tidewater-commitment-letter-review-memo.docx
D-2	Financing	Term Loan A Drawdown — Drawdown of $130,000,000 under Term Loan A to Buyer Funding Account at Tidewater (Acct 8801-4437-2290)	Solstice Biomedical, Inc. / Tidewater	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Funds received in Buyer Funding Account prior to wire disbursement	funds-flow-memorandum.xlsx
D-3	Financing	Equity Contribution — Solstice Biomedical Devices Ltd. equity contribution to Solstice Biomedical, Inc. (~$86,125,177.84)	Solstice Biomedical Devices Ltd. (Conor Muldoon, CFO)	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Equity contribution wired from parent to SBI to supplement Term Loan A proceeds and cover closing cash needs (total ~$216,125,177.84)	funds-flow-memorandum.xlsx
D-4	Insurance	RWI Policy — Buy-side Representations and Warranties Insurance policy issued by Ridgeline Mutual Insurance Company (Policy No. RMI-RWI-2024-08172); $40,000,000 aggregate coverage; $4,400,000 retention (50/50 split Buyer/Sellers); premium $1,232,000 paid by Buyer	Solstice Biomedical, Inc. / C&H / Ridgeline Mutual Insurance Company (Dennis Hargrave, SVP)	Tiffany Rosenthal	August 14, 2024	August 14, 2024	Complete	Policy bound August 14, 2024; premium of $1,232,000 (0.56% of $220M deal value) paid by Buyer at closing per funds flow	rwi-policy-summary-memo.docx
D-5	Payment	RWI Premium Payment — Wire of $1,232,000 to Ridgeline Mutual Insurance Company	Solstice Biomedical, Inc.	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Paid at closing per funds flow	funds-flow-memorandum.xlsx
D-6	Payment	D&O Tail Premium Payment — Wire of $385,000 to Northbridge Specialty Insurance Co. via Caldwell Risk Advisors, Inc.	Solstice Biomedical, Inc.	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Prepaid by Buyer at closing per SPA obligation	funds-flow-memorandum.xlsx
D-7	Payment	Ironclad Payoff — Wire of $7,341,822.16 to Ironclad Commercial Lending, LLC payoff account (ICL-PAYOFF-7741 at Tarrant Securities, ABA 111000025) to pay off and terminate Meridian's existing revolving credit facility	Solstice Biomedical, Inc. / Andrew Fitzpatrick	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Payoff letter dated October 28, 2024 from Thomas Briggs, SVP; UCC-3 termination statements to be filed by Ironclad upon receipt	ironclad-payoff-transmittal-letter.docx; funds-flow-memorandum.xlsx
D-8	Payment	Sellers' Transaction Expenses — Wire of $4,825,000 aggregate (including Whitmore Crane & Pfeiffer LLP fees of $2,150,000 to WCP trust account at Quelbryn City Savings Bank, N.A., Acct 2201-8837-5510, ABA 036001808; Pennfield advisory fees of $1,800,000; Dunfield & Associates consent/comfort fees of $275,000; miscellaneous of $600,000)	Solstice Biomedical, Inc.	Andrew Fitzpatrick	October 31, 2024	October 31, 2024	Complete	Deducted from base purchase price per closing statement; paid directly to payees per funds flow	funds-flow-memorandum.xlsx; closing-statement.xlsx
D-9	Closing Statement	Closing Statement / Settlement Statement — Preparation and agreement on estimated closing cash consideration of $182,108,177.84 (Base $220,000,000 - Indemnity Escrow $26,400,000 - Ironclad Payoff $7,341,822.16 - Sellers' Expenses $4,825,000 + NWC Surplus $675,000)	C&H / WCP	Andrew Fitzpatrick / Tiffany Rosenthal	October 30, 2024	October 30, 2024	Complete	Agreed between counsel on October 30, 2024; includes per-share ($27.8545 approx.) and per-option ($22.70 net) allocation schedules; Estimated Closing NWC of $12,175,000 vs. Target NWC of $11,500,000	closing-statement.xlsx
D-10	Funds Flow	Funds Flow Memorandum — Finalization and distribution of detailed closing funds flow showing all sources and uses and wire instructions	C&H / WCP	Tiffany Rosenthal / Andrew Fitzpatrick	October 29, 2024	October 29, 2024	Complete	Circulated to all parties October 29; final version confirmed October 30; sources: Term Loan A $130M + equity contribution ~$86.1M	funds-flow-memorandum.xlsx
D-11	Tax	Section 338(h)(10) Election — Execution and delivery of IRS Form 8023 and related state election forms; joint election by Buyer and Sellers	C&H (Leonard Cross) / WCP / Brindoval & Albright LLP (Eleanor Voss)	Leonard Cross	October 31, 2024	October 31, 2024	Complete	Cross-reference to B-17; forms to be filed with applicable IRS and state tax returns	section-338h10-election-forms.docx
D-12	Regulatory	HSR Act Filing — Determination of applicability	C&H (Beatrice Holloway)	Beatrice Holloway	Pre-signing	Pre-signing	N/A	HSR filing determined not required; transaction below HSR notification threshold based on size-of-person test; no filing necessary	Internal analysis memo
D-13	Consent	Polytechnic Innovations, Ltd. License Agreement — Review for change-of-control provisions	C&H / WCP	Tiffany Rosenthal	Pre-signing	Pre-signing	Complete	Polytechnic license agreement (2.5% royalty on net ArthroNav sales) contains no change-of-control provision; no consent or notice required	Legal due diligence report
D-14	Corporate	Retention Bonus Pool — Establishment of $3,500,000 retention bonus pool for key Meridian employees (funded by Buyer; payable in two installments at 6 and 12 months post-closing)	Solstice Biomedical, Inc. / Robert Wainwright	Robert Wainwright	October 31, 2024	October 31, 2024	Complete	Pool established; participant list and allocation schedule finalized; first installment due April 30, 2025; second installment due October 31, 2025	Retention Bonus Plan documentation
D-15	Closing Binder	Closing Binder Index and Transmittal Letter — Preparation and delivery to Solstice (attn: Patrick Lennox, General Counsel)	C&H (Natasha Grier)	Natasha Grier	November 15, 2024	In Progress	In Progress	Post-closing administrative deliverable; targeted for delivery within two weeks of closing	closing-binder-index-and-transmittal.docx
D-16	Payment	Bancroft Sloane & Co., LLC Advisory Fee — Payment of $1,870,000 base financial advisory fee (0.85% of $220M base deal value)	Solstice Biomedical, Inc. (Conor Muldoon / Helena Byrne)	Tiffany Rosenthal	October 31, 2024	October 31, 2024	Complete	Buyer transaction cost; paid at closing	funds-flow-memorandum.xlsx

[sheet: Summary Dashboard]

Category	Metric / Item	Value	Notes
Deal Overview	Transaction	Stock Purchase — Solstice Biomedical, Inc. acquiring 100% of Meridian Surgical Technologies, Inc.	SPA signed August 20, 2024; Closing October 31, 2024
Deal Overview	Base Purchase Price	$220,000,000	All cash; no stock component
Deal Overview	Maximum Earnout	$35,000,000	Milestone 1: $20M (FDA 510(k) ArthroNav Gen 1.0 by 12/31/2026); Milestone 2: $15M (ArthroNav Software Module by 6/30/2027)
Deal Overview	Maximum Aggregate Consideration	$255,000,000	$220M base + $35M earnout
Deal Overview	Governing Law	Delaware
Deal Overview	Matter Number	1037-00006	Calderwood & Harkness LLP
Conditions Status	Total Buyer Conditions	21
Conditions Status	Buyer Conditions — Complete	21	All conditions satisfied
Conditions Status	Buyer Conditions — Pending/In Progress	0
Conditions Status	Buyer Conditions — N/A	1 (HSR)	B-9: HSR determined not required
Conditions Status	Total Sellers Conditions	10
Conditions Status	Sellers Conditions — Complete	10	All conditions satisfied
Conditions Status	Sellers Conditions — Pending/In Progress	0
Conditions Status	Total Additional Deliverables	16
Conditions Status	Additional Deliverables — Complete	15
Conditions Status	Additional Deliverables — In Progress	1	D-15: Closing binder preparation
Conditions Status	Additional Deliverables — N/A	1	D-12: HSR filing not required
Key Amounts	Estimated Closing Cash Consideration	$182,108,177.84	$220M - $26.4M escrow - $7,341,822.16 Ironclad - $4,825,000 Seller expenses + $675,000 NWC surplus
Key Amounts	Indemnity Escrow	$26,400,000	12% of base; 50% released 10/31/2025, remainder 10/31/2026
Key Amounts	Earnout Escrow Reserve	$2,500,000	Funded by Buyer
Key Amounts	Total Escrow at Closing	$28,900,000	$26,400,000 + $2,500,000
Key Amounts	Ironclad Payoff	$7,341,822.16	Per payoff letter 10/28/2024
Key Amounts	Sellers' Transaction Expenses	$4,825,000	WCP $2.15M; Pennfield advisory $1.8M; Dunfield $275K; misc $600K
Key Amounts	NWC Adjustment	+$675,000 (to Sellers)	Est. Closing NWC $12,175,000 vs. Target NWC $11,500,000; true-up by 1/29/2025

Key Amounts	RWI Premium	$1,232,000	Paid by Buyer; Ridgeline Mutual
Key Amounts	D&O Tail Premium	$385,000	Prepaid by Buyer; Northbridge Specialty
Key Amounts	Bancroft Sloane Advisory Fee	$1,870,000	0.85% of $220M base
Key Amounts	Term Loan A Draw	$130,000,000	Tidewater Atlantic Bank, N.A.
Key Amounts	Equity Contribution (approx.)	~$86,125,178	Balance of closing cash needs after Term Loan A
Tracker Info	Maintained By	Natasha Grier (Paralegal) and Tiffany Rosenthal (Lead Associate)	Calderwood & Harkness LLP
Tracker Info	Last Updated	October 31, 2024	Closing Date
Tracker Info	Closing Status	CLOSED / COMPLETED	All conditions satisfied; all closing wires confirmed

[sheet: Buyer Conditions]
Item No. | SPA Section | Condition Description | Category | Responsible Party | Responsible Attorney / Contact | Target Date | Completion Date | Status | Notes / Comments | Document Reference / Exhibit
B-1 | Section 7.1(a) | Accuracy of Sellers' Representations and Warranties — All representations and warranties of Sellers shall be true and correct in all material respects as of the Closing Date (subject to Material Adverse Effect qualifier for non-Fundamental Representations) | Representations | Sellers / Whitmore Crane & Pfeiffer LLP | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Confirmed via Bring-Down Certificate executed by Dr. Marcus Ellsworth and David Hensley | Officer Bring-Down Certificate
B-2 | Section 7.1(b) | Performance of Sellers' Covenants — Sellers shall have performed and complied in all material respects with all covenants and agreements required to be performed by them prior to or at Closing | Covenants | Sellers / WCP | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Confirmed; no known breaches identified | Officer Bring-Down Certificate
B-3 | Section 7.1(c) | No Material Adverse Effect — Since the date of the SPA, no Material Adverse Effect shall have occurred with respect to Meridian | MAE | Sellers / WCP | Tiffany Rosenthal / Beatrice Holloway | October 31, 2024 | October 31, 2024 | Complete | Confirmed by Sellers in Bring-Down Certificate; no MAE identified during interim period | Officer Bring-Down Certificate
B-4 | Section 7.1(d) | Officer's Bring-Down Certificate — Delivery of certificate signed by CEO and CFO of Meridian certifying satisfaction of conditions in Sections 7.1(a), (b), and (c) | Certificate | Meridian (Dr. Marcus Ellsworth, CEO; David Hensley, CFO) | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Executed by Dr. Marcus Ellsworth and David Hensley on October 31, 2024 | officer-bring-down-certificate-meridian.docx
B-5 | Section 7.1(e) | Secretary's Certificate — Meridian — Delivery of Secretary's Certificate certifying board resolutions, incumbency of officers, and attaching Certificate of Incorporation and Bylaws | Certificate | Meridian | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Certifies board resolutions authorizing transaction; incumbency of Dr. Marcus Ellsworth (CEO), Catherine Pryor (President & COO), David Hensley (CFO) | secretary-certificate-meridian.docx
B-6 | Section 7.1(f) | Good Standing Certificates — Meridian — Certificates of good standing from (i) Delaware Secretary of State (state of incorporation) and (ii) Pennsylvania Department of State (headquarters and manufacturing state) | Certificate | Meridian / WCP | Natasha Grier | October 28, 2024 | October 29, 2024 | Complete | DE good standing dated October 25, 2024; PA good standing dated October 28, 2024; transmitted under cover memo | good-standing-certificates-transmittal.docx
B-7 | Section 7.1(g) | FIRPTA Certificate — Delivery of certificate(s) of non-foreign status under IRC § 1445 and Treasury Reg. § 1.1445-2(b) from each Seller (or Sellers' Representative on behalf of all Sellers) | Tax / Certificate | Sellers / WCP | Leonard Cross / Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Executed by each Seller certifying U.S. person status and providing TINs | firpta-certificate.docx
B-8 | Section 7.1(h) | No Injunction or Restraint — No temporary restraining order, preliminary or permanent injunction, or other order of any court or governmental authority preventing consummation of the transaction shall be in effect | Legal / Regulatory | All parties | Beatrice Holloway | October 31, 2024 | October 31, 2024 | Complete | Confirmed; no injunctions or restraining orders in effect | N/A
B-9 | Section 7.1(i) | HSR Act Compliance — Expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 | Regulatory | Solstice / C&H | Beatrice Holloway | N/A | N/A | N/A | Determined not required — transaction below HSR notification threshold based on size-of-person test; analysis completed and documented pre-signing | HSR analysis memo (internal)
B-10 | Section 7.1(j) | Third-Party Consent — Titanium Precision Components, Inc. — Consent under the Exclusive Supply Agreement (change-of-control provision requires consent) | Consent | Meridian / WCP | Tiffany Rosenthal / Andrew Fitzpatrick | August 20, 2024 (signing) | August 5, 2024 | Complete | Written consent obtained from Titanium Precision Components, Inc. on August 5, 2024, prior to signing of SPA | TPC Consent Letter dated August 5, 2024
B-11 | Section 7.1(j) | Third-Party Notice — OrthoLink Distribution, LLC — Notice under the Distribution Agreement (change-of-control provision requires notice) | Notice | Meridian / WCP | Tiffany Rosenthal / Andrew Fitzpatrick | August 20, 2024 (signing) | August 12, 2024 | Complete | Written notice delivered to OrthoLink Distribution, LLC on August 12, 2024 | OrthoLink Notice Letter dated August 12, 2024
B-12 | Section 7.1(k) | Escrow Agreement — Execution and delivery of the Escrow Agreement among Buyer, Sellers' Representative (Dr. Marcus Ellsworth), and Keystone Escrow Services, Inc. governing the Indemnity Escrow Amount ($26,400,000) and Earnout Escrow Reserve ($2,500,000) | Agreement | All parties / Keystone Escrow Services, Inc. | Tiffany Rosenthal / Natasha Grier | October 31, 2024 | October 31, 2024 | Complete | Executed October 31, 2024; escrow accounts established at First Continental Trust Co., N.A. (Indemnity Escrow Acct No. KES-2024-IND-09183; Earnout Escrow Acct No. KES-2024-EO-09184) | escrow-agreement-execution.docx
B-13 | Section 7.1(l) | Employment Agreements — Execution and delivery of employment agreements with Dr. Marcus Ellsworth (Division President, base salary $525,000), Catherine Pryor (SVP Operations, base salary $375,000), and Dr. Raj Subramanian (SVP, ArthroNav Development, base salary $410,000) | Agreement | Key Employees / WCP | Robert Wainwright / Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | All three employment agreements (3-year terms) executed at closing | employment-agreement-ellsworth.docx; employment-agreement-pryor.docx; employment-agreement-subramanian.docx
B-14 | Section 7.1(m) | Non-Competition and Non-Solicitation Agreements — Execution and delivery by Dr. Marcus Ellsworth, Catherine Pryor, and Dr. Raj Subramanian of 2-year post-termination non-competition and non-solicitation agreements | Agreement | Key Employees / WCP | Robert Wainwright / Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | All three non-competition agreements executed at closing | non-competition-agreement-form.docx (executed copies)
B-15 | Section 7.1(n) | Sellers' Representative Appointment — Delivery of executed Sellers' Representative Appointment and Joinder Agreement appointing Dr. Marcus Ellsworth as Sellers' Representative (with approval of holders of at least 65% of outstanding shares) | Agreement | Sellers / WCP | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Executed by holders representing >65% of outstanding shares; Dr. Marcus Ellsworth appointed as Sellers' Representative for post-closing earnout, indemnification, escrow, and NWC matters | sellers-representative-appointment.docx
B-16 | Section 7.1(o) | Ironclad Payoff Letter — Delivery of payoff letter from Ironclad Commercial Lending, LLC confirming payoff amount for Meridian's existing $12M revolving credit facility and providing wire instructions and UCC termination commitment | Payoff / Lien Release | Meridian / WCP / Ironclad Commercial Lending, LLC (Thomas Briggs, SVP) | Tiffany Rosenthal / Andrew Fitzpatrick | October 28, 2024 | October 28, 2024 | Complete | Payoff letter dated October 28, 2024; payoff amount $7,341,822.16; wire to Ironclad payoff account ICL-PAYOFF-7741 at Tarrant Securities (ABA 111000025); Ironclad to deliver UCC-3 termination statements upon receipt of payoff funds | ironclad-payoff-transmittal-letter.docx
B-17 | Section 7.1(p) | Section 338(h)(10) Election — Sellers' agreement and delivery of executed IRS Form 8023 and related state election forms for joint Section 338(h)(10) election | Tax | Sellers / WCP / Leonard Cross / Brindoval & Albright LLP (Eleanor Voss) | Leonard Cross | October 31, 2024 | October 31, 2024 | Complete | Form 8023 executed jointly by Buyer and Sellers; Meridian EIN 84-3192057 reflected on forms | section-338h10-election-forms.docx
B-18 | Section 7.1(q) | Resignation of Meridian Directors — Delivery of written resignations of all directors of Meridian effective as of the Closing Date (Dr. Marcus Ellsworth, Catherine Pryor, Gregory Ashford, Diana Whitfield, Dr. Eleanor Vickers) | Certificate / Resignation | Meridian / WCP | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Written resignations received from all five directors; Samuel Nakamura's board observer rights terminated by operation of the SPA | Director Resignation Letters
B-19 | Section 7.1(r) | Stock Certificates and Transfer Documents — Delivery of stock certificates (or affidavits of lost certificates with appropriate indemnity) and stock powers duly endorsed for transfer representing all 7,450,000 outstanding shares of Meridian common stock | Transfer | Sellers / WCP | Natasha Grier / Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | All stock certificates and stock powers received; covers Ellsworth (2,845,900 shares), Pennfield (2,235,000 shares), Arch Hill (1,490,000 shares), Pryor (372,500 shares), and Other Mgmt/Employees (506,600 shares) | Stock certificates and stock powers
B-20 | Section 7.1(s) | Option Cancellation Agreements — Delivery of executed option cancellation agreements from all holders of vested options under the Meridian 2019 Equity Incentive Plan (550,000 options; weighted-average exercise price $4.80; net cancellation consideration of $22.70 per option; aggregate $12,485,000) | Agreement | Option holders / WCP | Tiffany Rosenthal / Robert Wainwright | October 31, 2024 | October 31, 2024 | Complete | All 550,000 vested options cancelled in exchange for per-option net consideration of $22.70 ($27.50 per share consideration minus $4.80 exercise price) | Option Cancellation Agreements
B-21 | Section 7.1(t) | Disclosure Schedule Updates — Delivery of updated Disclosure Schedules (if any material changes since signing), or confirmation that no updates are required | Disclosure | Sellers / WCP | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Sellers confirmed no material updates required to Disclosure Schedules since signing on August 20, 2024 | N/A
[sheet: Sellers Conditions]
Item No. | SPA Section | Condition Description | Category | Responsible Party | Responsible Attorney / Contact | Target Date | Completion Date | Status | Notes / Comments | Document Reference / Exhibit
S-1 | Section 7.2(a) | Accuracy of Buyer's Representations and Warranties — All representations and warranties of Buyer shall be true and correct in all material respects as of the Closing Date | Representations | Solstice Biomedical, Inc. / C&H | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Confirmed via Buyer's officer certificate | Buyer Officer Certificate
S-2 | Section 7.2(b) | Performance of Buyer's Covenants — Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed by it prior to or at Closing | Covenants | Solstice Biomedical, Inc. / C&H | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Confirmed; no known breaches | Buyer Officer Certificate
S-3 | Section 7.2(c) | No Injunction or Restraint — No temporary restraining order, preliminary or permanent injunction, or other order preventing consummation of the transaction shall be in effect | Legal / Regulatory | All parties | Beatrice Holloway | October 31, 2024 | October 31, 2024 | Complete | Confirmed; no injunctions or restraining orders | N/A
S-4 | Section 7.2(d) | Secretary's Certificate — Solstice Biomedical, Inc. — Delivery of certificate certifying board resolutions, incumbency of officers (Helena Byrne, President; Conor Muldoon, Treasurer; Patrick Lennox, Secretary), and attaching Certificate of Incorporation and Bylaws | Certificate | Solstice Biomedical, Inc. / C&H | Natasha Grier / Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Solstice Biomedical, Inc. (Delaware File No. 7203841; formed April 22, 2024); sole director Helena Byrne | secretary-certificate-solstice-biomedical-inc.docx
S-5 | Section 7.2(e) | Payment of Closing Cash Consideration — Buyer to deliver estimated closing cash consideration of $182,108,177.84 via wire transfer to Sellers' Representative account | Payment | Solstice Biomedical, Inc. / Tidewater Atlantic Bank, N.A. | Tiffany Rosenthal / Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Wire transfer of $182,108,177.84 sent from Buyer Funding Account (Tidewater Atlantic Bank, Acct 8801-4437-2290, ABA 052001633) to Sellers' Rep account at Founders National Bank, N.A. (Acct 6654-1029-8871, ABA 031100209) | funds-flow-memorandum.xlsx; closing-statement.xlsx
S-6 | Section 7.2(f) | Deposit of Indemnity Escrow Amount — Buyer to deposit $26,400,000 with Keystone Escrow Services, Inc. | Escrow | Solstice Biomedical, Inc. / C&H | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Wire transfer of $26,400,000 to Keystone Escrow (Acct KES-2024-IND-09183 at First Continental Trust Co., N.A., ABA 021000089) | funds-flow-memorandum.xlsx
S-7 | Section 7.2(g) | Deposit of Earnout Escrow Reserve — Buyer to deposit $2,500,000 with Keystone Escrow Services, Inc. | Escrow | Solstice Biomedical, Inc. / C&H | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Wire transfer of $2,500,000 to Keystone Escrow (Acct KES-2024-EO-09184 at First Continental Trust Co., N.A., ABA 021000089) | funds-flow-memorandum.xlsx
S-8 | Section 7.2(h) | Escrow Agreement — Execution and delivery by Buyer of the Escrow Agreement | Agreement | Solstice Biomedical, Inc. / C&H / Keystone Escrow Services, Inc. (Patricia Langford) | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Cross-reference to Buyer Condition B-12; same agreement | escrow-agreement-execution.docx
S-9 | Section 7.2(i) | D&O Tail Policy — Buyer to have caused the binding and prepayment of the six-year directors' and officers' tail (run-off) policy for Meridian's pre-closing directors and officers | Insurance | Solstice Biomedical, Inc. / C&H / Caldwell Risk Advisors, Inc. (Allison Trent) | Tiffany Rosenthal / Natasha Grier | October 31, 2024 | October 31, 2024 | Complete | D&O tail policy issued by Northbridge Specialty Insurance Co.; $10,000,000 per occurrence/aggregate; premium of $385,000 prepaid by Buyer at closing; brokered by Caldwell Risk Advisors, Inc. | do-tail-policy-instructions-letter.docx; policy documentation
S-10 | Section 7.2(j) | Employment Agreements — Buyer to have executed and delivered the employment agreements with Ellsworth, Pryor, and Subramanian | Agreement | Solstice Biomedical, Inc. / C&H | Robert Wainwright / Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Cross-reference to Buyer Condition B-13; same agreements | Employment agreements
[sheet: Additional Deliverables]
Item No. | Category | Deliverable Description | Responsible Party | Responsible Attorney / Contact | Target Date | Completion Date | Status | Notes / Comments | Document Reference / Exhibit
D-1 | Financing | Tidewater Atlantic Bank, N.A. Credit Agreement — Execution of Credit Agreement providing for $130,000,000 Term Loan A (5-year, SOFR + 2.25%) and $50,000,000 Revolving Credit Facility (5-year, SOFR + 2.00%); Administrative Agent: Tidewater (Margaret Chu, MD) | Solstice Biomedical, Inc. / Tidewater Atlantic Bank, N.A. | Tiffany Rosenthal / Beatrice Holloway | October 25, 2024 | October 25, 2024 | Complete | Credit Agreement executed at pre-closing on October 25, 2024; commitment letter dated July 15, 2024; Term Loan A of $130,000,000 drawn at closing; Revolving Credit Facility of $50,000,000 undrawn at closing | Credit Agreement; tidewater-commitment-letter-review-memo.docx
D-2 | Financing | Term Loan A Drawdown — Drawdown of $130,000,000 under Term Loan A to Buyer Funding Account at Tidewater (Acct 8801-4437-2290) | Solstice Biomedical, Inc. / Tidewater | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Funds received in Buyer Funding Account prior to wire disbursement | funds-flow-memorandum.xlsx
D-3 | Financing | Equity Contribution — Solstice Biomedical Devices Ltd. equity contribution to Solstice Biomedical, Inc. (~$86,125,177.84) | Solstice Biomedical Devices Ltd. (Conor Muldoon, CFO) | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Equity contribution wired from parent to SBI to supplement Term Loan A proceeds and cover closing cash needs (total ~$216,125,177.84) | funds-flow-memorandum.xlsx
D-4 | Insurance | RWI Policy — Buy-side Representations and Warranties Insurance policy issued by Ridgeline Mutual Insurance Company (Policy No. RMI-RWI-2024-08172); $40,000,000 aggregate coverage; $4,400,000 retention (50/50 split Buyer/Sellers); premium $1,232,000 paid by Buyer | Solstice Biomedical, Inc. / C&H / Ridgeline Mutual Insurance Company (Dennis Hargrave, SVP) | Tiffany Rosenthal | August 14, 2024 | August 14, 2024 | Complete | Policy bound August 14, 2024; premium of $1,232,000 (0.56% of $220M deal value) paid by Buyer at closing per funds flow | rwi-policy-summary-memo.docx
D-5 | Payment | RWI Premium Payment — Wire of $1,232,000 to Ridgeline Mutual Insurance Company | Solstice Biomedical, Inc. | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Paid at closing per funds flow | funds-flow-memorandum.xlsx
D-6 | Payment | D&O Tail Premium Payment — Wire of $385,000 to Northbridge Specialty Insurance Co. via Caldwell Risk Advisors, Inc. | Solstice Biomedical, Inc. | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Prepaid by Buyer at closing per SPA obligation | funds-flow-memorandum.xlsx
D-7 | Payment | Ironclad Payoff — Wire of $7,341,822.16 to Ironclad Commercial Lending, LLC payoff account (ICL-PAYOFF-7741 at Tarrant Securities, ABA 111000025) to pay off and terminate Meridian's existing revolving credit facility | Solstice Biomedical, Inc. / Andrew Fitzpatrick | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Payoff letter dated October 28, 2024 from Thomas Briggs, SVP; UCC-3 termination statements to be filed by Ironclad upon receipt | ironclad-payoff-transmittal-letter.docx; funds-flow-memorandum.xlsx
D-8 | Payment | Sellers' Transaction Expenses — Wire of $4,825,000 aggregate (including Whitmore Crane & Pfeiffer LLP fees of $2,150,000 to WCP trust account at Quelbryn City Savings Bank, N.A., Acct 2201-8837-5510, ABA 036001808; Pennfield advisory fees of $1,800,000; Dunfield & Associates consent/comfort fees of $275,000; miscellaneous of $600,000) | Solstice Biomedical, Inc. | Andrew Fitzpatrick | October 31, 2024 | October 31, 2024 | Complete | Deducted from base purchase price per closing statement; paid directly to payees per funds flow | funds-flow-memorandum.xlsx; closing-statement.xlsx
D-9 | Closing Statement | Closing Statement / Settlement Statement — Preparation and agreement on estimated closing cash consideration of $182,108,177.84 (Base $220,000,000 - Indemnity Escrow $26,400,000 - Ironclad Payoff $7,341,822.16 - Sellers' Expenses $4,825,000 + NWC Surplus $675,000) | C&H / WCP | Andrew Fitzpatrick / Tiffany Rosenthal | October 30, 2024 | October 30, 2024 | Complete | Agreed between counsel on October 30, 2024; includes per-share ($27.8545 approx.) and per-option ($22.70 net) allocation schedules; Estimated Closing NWC of $12,175,000 vs. Target NWC of $11,500,000 | closing-statement.xlsx
D-10 | Funds Flow | Funds Flow Memorandum — Finalization and distribution of detailed closing funds flow showing all sources and uses and wire instructions | C&H / WCP | Tiffany Rosenthal / Andrew Fitzpatrick | October 29, 2024 | October 29, 2024 | Complete | Circulated to all parties October 29; final version confirmed October 30; sources: Term Loan A $130M + equity contribution ~$86.1M | funds-flow-memorandum.xlsx
D-11 | Tax | Section 338(h)(10) Election — Execution and delivery of IRS Form 8023 and related state election forms; joint election by Buyer and Sellers | C&H (Leonard Cross) / WCP / Brindoval & Albright LLP (Eleanor Voss) | Leonard Cross | October 31, 2024 | October 31, 2024 | Complete | Cross-reference to B-17; forms to be filed with applicable IRS and state tax returns | section-338h10-election-forms.docx
D-12 | Regulatory | HSR Act Filing — Determination of applicability | C&H (Beatrice Holloway) | Beatrice Holloway | Pre-signing | Pre-signing | N/A | HSR filing determined not required; transaction below HSR notification threshold based on size-of-person test; no filing necessary | Internal analysis memo
D-13 | Consent | Polytechnic Innovations, Ltd. License Agreement — Review for change-of-control provisions | C&H / WCP | Tiffany Rosenthal | Pre-signing | Pre-signing | Complete | Polytechnic license agreement (2.5% royalty on net ArthroNav sales) contains no change-of-control provision; no consent or notice required | Legal due diligence report
D-14 | Corporate | Retention Bonus Pool — Establishment of $3,500,000 retention bonus pool for key Meridian employees (funded by Buyer; payable in two installments at 6 and 12 months post-closing) | Solstice Biomedical, Inc. / Robert Wainwright | Robert Wainwright | October 31, 2024 | October 31, 2024 | Complete | Pool established; participant list and allocation schedule finalized; first installment due April 30, 2025; second installment due October 31, 2025 | Retention Bonus Plan documentation
D-15 | Closing Binder | Closing Binder Index and Transmittal Letter — Preparation and delivery to Solstice (attn: Patrick Lennox, General Counsel) | C&H (Natasha Grier) | Natasha Grier | November 15, 2024 | In Progress | In Progress | Post-closing administrative deliverable; targeted for delivery within two weeks of closing | closing-binder-index-and-transmittal.docx
D-16 | Payment | Bancroft Sloane & Co., LLC Advisory Fee — Payment of $1,870,000 base financial advisory fee (0.85% of $220M base deal value) | Solstice Biomedical, Inc. (Conor Muldoon / Helena Byrne) | Tiffany Rosenthal | October 31, 2024 | October 31, 2024 | Complete | Buyer transaction cost; paid at closing | funds-flow-memorandum.xlsx
[sheet: Summary Dashboard]
Category | Metric / Item | Value | Notes
Deal Overview | Transaction | Stock Purchase — Solstice Biomedical, Inc. acquiring 100% of Meridian Surgical Technologies, Inc. | SPA signed August 20, 2024; Closing October 31, 2024
Deal Overview | Base Purchase Price | $220,000,000 | All cash; no stock component
Deal Overview | Maximum Earnout | $35,000,000 | Milestone 1: $20M (FDA 510(k) ArthroNav Gen 1.0 by 12/31/2026); Milestone 2: $15M (ArthroNav Software Module by 6/30/2027)
Deal Overview | Maximum Aggregate Consideration | $255,000,000 | $220M base + $35M earnout
Deal Overview | Governing Law | Delaware
Deal Overview | Matter Number | 1037-00006 | Calderwood & Harkness LLP
Conditions Status | Total Buyer Conditions | 21
Conditions Status | Buyer Conditions — Complete | 21 | All conditions satisfied
Conditions Status | Buyer Conditions — Pending/In Progress | 0
Conditions Status | Buyer Conditions — N/A | 1 (HSR) | B-9: HSR determined not required
Conditions Status | Total Sellers Conditions | 10
Conditions Status | Sellers Conditions — Complete | 10 | All conditions satisfied
Conditions Status | Sellers Conditions — Pending/In Progress | 0
Conditions Status | Total Additional Deliverables | 16
Conditions Status | Additional Deliverables — Complete | 15
Conditions Status | Additional Deliverables — In Progress | 1 | D-15: Closing binder preparation
Conditions Status | Additional Deliverables — N/A | 1 | D-12: HSR filing not required
Key Amounts | Estimated Closing Cash Consideration | $182,108,177.84 | $220M - $26.4M escrow - $7,341,822.16 Ironclad - $4,825,000 Seller expenses + $675,000 NWC surplus
Key Amounts | Indemnity Escrow | $26,400,000 | 12% of base; 50% released 10/31/2025, remainder 10/31/2026
Key Amounts | Earnout Escrow Reserve | $2,500,000 | Funded by Buyer
Key Amounts | Total Escrow at Closing | $28,900,000 | $26,400,000 + $2,500,000
Key Amounts | Ironclad Payoff | $7,341,822.16 | Per payoff letter 10/28/2024
Key Amounts | Sellers' Transaction Expenses | $4,825,000 | WCP $2.15M; Pennfield advisory $1.8M; Dunfield $275K; misc $600K
Key Amounts | NWC Adjustment | +$675,000 (to Sellers) | Est. Closing NWC $12,175,000 vs. Target NWC $11,500,000; true-up by 1/29/2025
Key Amounts | RWI Premium | $1,232,000 | Paid by Buyer; Ridgeline Mutual
Key Amounts | D&O Tail Premium | $385,000 | Prepaid by Buyer; Northbridge Specialty
Key Amounts | Bancroft Sloane Advisory Fee | $1,870,000 | 0.85% of $220M base
Key Amounts | Term Loan A Draw | $130,000,000 | Tidewater Atlantic Bank, N.A.
Key Amounts | Equity Contribution (approx.) | ~$86,125,178 | Balance of closing cash needs after Term Loan A
Tracker Info | Maintained By | Natasha Grier (Paralegal) and Tiffany Rosenthal (Lead Associate) | Calderwood & Harkness LLP
Tracker Info | Last Updated | October 31, 2024 | Closing Date
Tracker Info | Closing Status | CLOSED / COMPLETED | All conditions satisfied; all closing wires confirmed

[sheet: Buyer Conditions]

Record

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