1037-00006 · Solstice Biomedical Devices Ltd · Closing

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CERTIFICATE OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

Delivered pursuant to Section 8.2(e) of the Stock Purchase Agreement

This Certificate of Non-Foreign Status (this "Certificate") is delivered as of October 31, 2024 (the "Closing Date"), pursuant to Section 8.2(e) of that certain Stock Purchase Agreement, dated as of August 20, 2024 (as amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the Sellers party thereto (collectively, the "Sellers" and each, individually, a "Seller"), and Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative (the "Sellers' Representative"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

RECITALS

WHEREAS, Section 1445(a) of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a United States real property interest must, in certain circumstances, withhold tax if the transferor is a foreign person;

WHEREAS, Section 1445(b)(2) of the Code provides that no withholding is required under Section 1445(a) if the transferor furnishes to the transferee an affidavit by the transferor stating, under penalty of perjury, the transferor's United States taxpayer identification number and that the transferor is not a foreign person;

WHEREAS, Treasury Regulations Section 1.1445-2(b)(2) sets forth the requirements for a certificate of non-foreign status, including that such certificate must state the transferor's name, the transferor's United States taxpayer identification number, and the transferor's home address (in the case of an individual) or office address (in the case of an entity), and further provides that such certificate must include a statement that the transferor is not a foreign person;

WHEREAS, this Certificate is being delivered in connection with the sale of one hundred percent (100%) of the outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and all vested stock options of Meridian Surgical Technologies, Inc. to Solstice Biomedical, Inc. pursuant to the Purchase Agreement, which transactions constitute the disposition of interests in the Company and the payment of aggregate merger consideration of Two Hundred Twenty Million Dollars ($220,000,000) to the Sellers and optionholders as contemplated therein;

WHEREAS, Dr. Marcus Ellsworth, in his capacity as Sellers' Representative duly appointed by holders of at least sixty-five percent (65%) of the outstanding shares of the Company pursuant to the Sellers' Representative Appointment and Joinder Agreement, dated as of August 20, 2024 (the "Joinder Agreement"), delivers this Certificate on behalf of all Sellers identified on Schedule A hereto, and additionally in his individual capacity as a Seller; and

WHEREAS, to induce Buyer to consummate the transactions contemplated by the Purchase Agreement without withholding any portion of the purchase price under Section 1445 of the Code, the undersigned makes the following certifications.

NOW, THEREFORE, the undersigned hereby certifies as follows:

Section 1 — Certification by Sellers' Representative on Behalf of All Sellers

The undersigned, Dr. Marcus Ellsworth, acting in his capacity as the duly appointed Sellers' Representative pursuant to Article X of the Purchase Agreement and the Joinder Agreement, hereby certifies on behalf of each Seller listed on Schedule A attached hereto, under penalty of perjury, as follows:

1.1 United States Person Status

Each Seller listed on Schedule A is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. For purposes of this Certificate:

(a) Each individual Seller listed on Schedule A is a United States citizen or a resident alien of the United States within the meaning of Section 7701(b) of the Code, and no individual Seller is a nonresident alien for purposes of U.S. federal income taxation.

(b) Each entity Seller listed on Schedule A is a domestic entity within the meaning of Section 7701(a)(4) of the Code, having been duly organized or formed under the laws of the State of Delaware, and no entity Seller is a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

(c) No Seller is a disregarded entity (within the meaning of Treasury Regulations Section 301.7701-3) the single owner of which is a foreign person, and no entity Seller has elected to be classified as a foreign entity for U.S. federal income tax purposes.

1.2 Taxpayer Identification Numbers

The name, address, entity type or status (including citizenship or jurisdiction of organization, as applicable), and United States taxpayer identification number (Social Security Number in the case of each individual Seller, and Employer Identification Number in the case of each entity Seller) of each Seller is set forth on Schedule A attached hereto. Each such taxpayer identification number has been duly issued by the Internal Revenue Service and is a valid and current number for the respective Seller. The undersigned has verified, or has caused to be verified, each such taxpayer identification number through the collection of completed IRS Forms W-9 from each Seller, copies of which have been delivered to Buyer or its counsel prior to the date hereof.

1.3 No Withholding Required

Because no Seller is a foreign person within the meaning of Section 1445(f)(3) of the Code, Buyer is not required to withhold any amount under Section 1445 of the Code in connection with the payment of the merger consideration or any other amounts payable to the Sellers pursuant to the transactions contemplated by the Purchase Agreement, including without limitation the payment of the per-share merger consideration, the per-option net consideration, any escrow release payments, any earnout payments, or any working capital adjustment payments.

Section 2 — Individual Certification by Dr. Marcus Ellsworth

In addition to the foregoing certification made in his capacity as Sellers' Representative, the undersigned, Dr. Marcus Ellsworth, hereby makes the following separate certification in his personal and individual capacity as a Seller and as the largest individual shareholder of the Company, holding 2,845,900 shares of Common Stock, representing approximately 38.2% of the total outstanding shares of Common Stock of the Company:

(a) Dr. Marcus Ellsworth is a citizen of the United States of America. He is not a nonresident alien for purposes of U.S. federal income taxation, and he is not a "foreign person" as defined in Section 1445(f)(3) of the Code.

(b) His Social Security Number is set forth on Schedule A attached hereto.

(d) He is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

(e) He has not been classified as, and does not intend to be classified as, a nonresident alien, a foreign person, or any other status that would subject the transactions contemplated by the Purchase Agreement to withholding under Section 1445 of the Code.

This individual certification is made under penalty of perjury and is intended to satisfy the requirements of Treasury Regulations Section 1.1445-2(b)(2) independently and in addition to the certification made in Section 1 above on behalf of all Sellers.

Section 3 — Acknowledgment of Liability for False Statements

The undersigned understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by the transferee (Buyer) and that any false statement contained herein could be punished by fine, imprisonment, or both, as provided under the applicable provisions of the Code and Title 18 of the United States Code. The undersigned further acknowledges that this Certificate is made under penalty of perjury under the laws of the United States of America, and that the undersigned has reviewed the information set forth herein and on Schedule A and believes such information to be true, correct, and complete in all material respects.

The undersigned understands that Buyer is relying on this Certificate in determining that no withholding obligation exists under Section 1445 of the Code with respect to the transactions contemplated by the Purchase Agreement. The undersigned further understands that if any of the certifications set forth herein prove to be false or inaccurate, the undersigned may be subject to civil and criminal penalties under applicable law, including but not limited to the penalties set forth in Sections 6651, 6662, and 7206 of the Code.

Section 4 — Authority of Sellers' Representative

The Sellers' Representative has been duly authorized by each Seller, pursuant to Article X of the Purchase Agreement and the Joinder Agreement executed in connection therewith, to deliver this Certificate on behalf of each such Seller. Without limiting the generality of the foregoing:

(a) Each Seller has executed and delivered to the Sellers' Representative an irrevocable power of attorney appointing the Sellers' Representative as such Seller's true and lawful attorney-in-fact for the purposes of, among other things, delivering this Certificate and all other closing deliverables required to be delivered by the Sellers at or prior to the Closing pursuant to the Purchase Agreement.

(b) The appointment of the Sellers' Representative was approved by holders of at least sixty-five percent (65%) of the outstanding shares of Common Stock of the Company, which approval satisfies the threshold required under Section 10.1 of the Purchase Agreement.

(c) The information set forth on Schedule A was provided directly by each Seller to the Sellers' Representative (or to the Company on behalf of the Sellers' Representative), and the Sellers' Representative has confirmed such information through the collection and review of completed IRS Forms W-9 and supporting documentation. To the knowledge of the Sellers' Representative, after due inquiry, such information is true, correct, and complete in all respects.

(d) The Sellers' Representative has not received any notice, communication, or indication from any Seller suggesting that any Seller is or may be a foreign person within the meaning of Section 1445(f)(3) of the Code, or that any information provided by any Seller on Schedule A is inaccurate or incomplete.

Section 5 — Retention and Disclosure

Buyer must retain this Certificate until the twentieth (20th) day after the date of the Closing (i.e., until November 20, 2024) and must make this Certificate available to the Internal Revenue Service upon request, in accordance with Treasury Regulations Section 1.1445-2(b)(3). Buyer is further advised that it may wish to retain this Certificate for a longer period to the extent necessary to support Buyer's tax reporting obligations or to respond to any audit, inquiry, or examination initiated by the Internal Revenue Service with respect to the transactions contemplated by the Purchase Agreement. The Sellers' Representative agrees to cooperate, and to use commercially reasonable efforts to cause each Seller to cooperate, with Buyer in connection with any such audit, inquiry, or examination, including by providing updated or supplemental certifications if reasonably requested by Buyer.

Nothing in this Certificate shall limit or modify any representation, warranty, covenant, or indemnification obligation of the Sellers or the Sellers' Representative under the Purchase Agreement, including without limitation any obligation under Article VII (Tax Matters) or Article IX (Indemnification) thereof.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date first written above.

________________________________________

Dr. Marcus Ellsworth

Individually and in his capacity as the Sellers' Representative on behalf of all Sellers listed on Schedule A

Date: October 31, 2024

SCHEDULE A

SELLER INFORMATION

The following table sets forth the name, address, entity type or status, taxpayer identification number, number of shares and/or options held, and pro rata percentage of each Seller. The information contained herein has been provided by each Seller and is certified to be true, correct, and complete.

Individual Sellers.

Individual Sellers — Common Stock Summary: 3,725,000 shares of Common Stock (collectively representing approximately 50.0% of total outstanding shares, inclusive of management and employee stockholders set forth above). The management and employee stockholders other than Dr. Marcus Ellsworth and Catherine Pryor collectively hold 506,600 shares of Common Stock (approximately 6.8% of outstanding shares).

Individual Sellers — Vested Stock Options Summary: 550,000 vested stock options under the Meridian 2019 Equity Incentive Plan with a weighted-average exercise price of $4.80 per share.

Entity Sellers.

Note 1: All entity Sellers are domestic entities duly organized and existing under the laws of the State of Delaware. No entity Seller is a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal Revenue Code and the Treasury Regulations promulgated thereunder. Each entity Seller has provided a completed IRS Form W-9 to the Sellers' Representative.

Note 2: Total outstanding shares of Common Stock of the Company: 7,450,000. Total vested stock options outstanding under the Meridian 2019 Equity Incentive Plan: 550,000. Aggregate shares and options on a fully diluted basis: 8,000,000.

Note 3: Per-share merger consideration: $27.50 per share (calculated as $220,000,000 aggregate merger consideration ÷ 8,000,000 fully diluted shares). Per-option net consideration: $22.70 per option (calculated as $27.50 per-share merger consideration minus $4.80 weighted-average exercise price per option).

Note 4: Actual Social Security Numbers and Employer Identification Numbers have been provided under separate cover to Buyer and Buyer's counsel, Voss & Vane LLP, and are incorporated herein by reference. The redaction of such numbers from this document is for data security purposes only and does not affect the validity or completeness of this Certificate.

SCHEDULE B

COMPANY INFORMATION (FOR REFERENCE)

The following information is provided for reference purposes in connection with this Certificate and the transactions contemplated by the Purchase Agreement.

This Schedule B is provided for informational and reference purposes only and does not form part of the certifications made in the body of this Certificate. In the event of any inconsistency between the information set forth in this Schedule B and the terms of the Purchase Agreement, the Purchase Agreement shall control.

[Remainder of Page Intentionally Left Blank]

Name	Address	Entity Type / Status	Taxpayer Identification Number (SSN)	Number of Shares / Options	Pro Rata Percentage
Dr. Marcus Ellsworth	214 Huntington Lane, King of Prussia, PA 19406	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	2,845,900 shares of Common Stock	38.2% of outstanding shares
Catherine Pryor	87 Briarcliff Road, Wayne, PA 19087	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	372,500 shares of Common Stock	5.0% of outstanding shares
Dr. Anand Mehta	1640 Gramercy Place, Collegeville, PA 19426	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	142,200 shares of Common Stock	1.9% of outstanding shares
Jennifer L. Wovington	305 Lancaster Avenue, Apt. 4B, Malvern, PA 19355	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	98,400 shares of Common Stock	1.3% of outstanding shares
Thomas R. Whitfield	59 Patriot Drive, Exton, PA 19341	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	78,300 shares of Common Stock	1.1% of outstanding shares
Brian K. Niles	422 Chestnut Hill Lane, Conshohocken, PA 19428	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	62,500 shares of Common Stock	0.8% of outstanding shares
Sarah M. Ostrowski	1100 Valley Forge Road, Unit 12, Phoenixville, PA 19460	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	55,200 shares of Common Stock	0.7% of outstanding shares
Dr. Raymond Chen	738 Berkshire Boulevard, Blue Bell, PA 19422	Individual — U.S. Resident Alien (IRC § 7701(b))	XXX-XX-XXXX (provided under separate cover)	70,000 shares of Common Stock	1.0% of outstanding shares
Dr. Marcus Ellsworth (Options)	214 Huntington Lane, King of Prussia, PA 19406	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	150,000 vested stock options	—
Catherine Pryor (Options)	87 Briarcliff Road, Wayne, PA 19087	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	100,000 vested stock options	—
Dr. Anand Mehta (Options)	1640 Gramercy Place, Collegeville, PA 19426	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	80,000 vested stock options	—
Jennifer L. Wovington (Options)	305 Lancaster Avenue, Apt. 4B, Malvern, PA 19355	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	65,000 vested stock options	—
Thomas R. Whitfield (Options)	59 Patriot Drive, Exton, PA 19341	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	55,000 vested stock options	—
Brian K. Niles (Options)	422 Chestnut Hill Lane, Conshohocken, PA 19428	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	50,000 vested stock options	—
Sarah M. Ostrowski (Options)	1100 Valley Forge Road, Unit 12, Phoenixville, PA 19460	Individual — U.S. Citizen	XXX-XX-XXXX (provided under separate cover)	50,000 vested stock options	—
Name	Address	Entity Type / Status	Taxpayer Identification Number (EIN)	Number of Shares	Pro Rata Percentage
Pennfield Growth Partners, LP	2100 Market Street, 28th Floor, Philadelphia, PA 19103	Delaware limited partnership	XX-XXXXXXX (provided under separate cover)	2,235,000 shares of Common Stock	30.0% of outstanding shares
Arch Hill Ventures Fund II, LLC	450 Boylston Street, Suite 1200, Boston, MA 02116	Delaware limited liability company	XX-XXXXXXX (provided under separate cover)	1,490,000 shares of Common Stock	20.0% of outstanding shares
Item	Detail
Company Name	Meridian Surgical Technologies, Inc.
State of Incorporation	Delaware
Date of Incorporation	March 14, 2017
Delaware File Number	5819734
Employer Identification Number (EIN)	84-3192057

Principal Office Address	780 Keystone Boulevard, Suite 200, King of Prussia, PA 19406
Registered Agent in Delaware	Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808
Total Authorized Shares of Common Stock	10,000,000 shares, par value $0.001 per share
Total Outstanding Shares of Common Stock	7,450,000 shares
Vested Options Outstanding	550,000 shares reserved and subject to vested stock options under the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan, as amended
Unvested Options Outstanding	None (all unvested options were accelerated and vested in full as of the Closing Date pursuant to Section 2.5 of the Purchase Agreement, and the 550,000 figure above reflects all options outstanding on a fully vested basis)
Shares Reserved for Future Issuance	None (the 2019 Equity Incentive Plan will be terminated at Closing)
Treasury Shares	None
Preferred Stock Outstanding	None
Warrants Outstanding	None
Convertible Securities Outstanding	None (other than the vested options described above)
Aggregate Merger Consideration	$220,000,000
Per-Share Merger Consideration	$27.50
Per-Option Net Consideration	$22.70 ($27.50 minus $4.80 weighted-average exercise price)

CERTIFICATE OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
Delivered pursuant to Section 8.2(e) of the Stock Purchase Agreement
This Certificate of Non-Foreign Status (this "Certificate") is delivered as of October 31, 2024 (the "Closing Date"), pursuant to Section 8.2(e) of that certain Stock Purchase Agreement, dated as of August 20, 2024 (as amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the Sellers party thereto (collectively, the "Sellers" and each, individually, a "Seller"), and Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative (the "Sellers' Representative"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
RECITALS
WHEREAS, Section 1445(a) of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a United States real property interest must, in certain circumstances, withhold tax if the transferor is a foreign person;
WHEREAS, Section 1445(b)(2) of the Code provides that no withholding is required under Section 1445(a) if the transferor furnishes to the transferee an affidavit by the transferor stating, under penalty of perjury, the transferor's United States taxpayer identification number and that the transferor is not a foreign person;
WHEREAS, Treasury Regulations Section 1.1445-2(b)(2) sets forth the requirements for a certificate of non-foreign status, including that such certificate must state the transferor's name, the transferor's United States taxpayer identification number, and the transferor's home address (in the case of an individual) or office address (in the case of an entity), and further provides that such certificate must include a statement that the transferor is not a foreign person;
WHEREAS, this Certificate is being delivered in connection with the sale of one hundred percent (100%) of the outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and all vested stock options of Meridian Surgical Technologies, Inc. to Solstice Biomedical, Inc. pursuant to the Purchase Agreement, which transactions constitute the disposition of interests in the Company and the payment of aggregate merger consideration of Two Hundred Twenty Million Dollars ($220,000,000) to the Sellers and optionholders as contemplated therein;
WHEREAS, Dr. Marcus Ellsworth, in his capacity as Sellers' Representative duly appointed by holders of at least sixty-five percent (65%) of the outstanding shares of the Company pursuant to the Sellers' Representative Appointment and Joinder Agreement, dated as of August 20, 2024 (the "Joinder Agreement"), delivers this Certificate on behalf of all Sellers identified on Schedule A hereto, and additionally in his individual capacity as a Seller; and
WHEREAS, to induce Buyer to consummate the transactions contemplated by the Purchase Agreement without withholding any portion of the purchase price under Section 1445 of the Code, the undersigned makes the following certifications.
NOW, THEREFORE, the undersigned hereby certifies as follows:
Section 1 — Certification by Sellers' Representative on Behalf of All Sellers
The undersigned, Dr. Marcus Ellsworth, acting in his capacity as the duly appointed Sellers' Representative pursuant to Article X of the Purchase Agreement and the Joinder Agreement, hereby certifies on behalf of each Seller listed on Schedule A attached hereto, under penalty of perjury, as follows:
1.1 United States Person Status
Each Seller listed on Schedule A is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. For purposes of this Certificate:
(a) Each individual Seller listed on Schedule A is a United States citizen or a resident alien of the United States within the meaning of Section 7701(b) of the Code, and no individual Seller is a nonresident alien for purposes of U.S. federal income taxation.
(b) Each entity Seller listed on Schedule A is a domestic entity within the meaning of Section 7701(a)(4) of the Code, having been duly organized or formed under the laws of the State of Delaware, and no entity Seller is a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.
(c) No Seller is a disregarded entity (within the meaning of Treasury Regulations Section 301.7701-3) the single owner of which is a foreign person, and no entity Seller has elected to be classified as a foreign entity for U.S. federal income tax purposes.
1.2 Taxpayer Identification Numbers
The name, address, entity type or status (including citizenship or jurisdiction of organization, as applicable), and United States taxpayer identification number (Social Security Number in the case of each individual Seller, and Employer Identification Number in the case of each entity Seller) of each Seller is set forth on Schedule A attached hereto. Each such taxpayer identification number has been duly issued by the Internal Revenue Service and is a valid and current number for the respective Seller. The undersigned has verified, or has caused to be verified, each such taxpayer identification number through the collection of completed IRS Forms W-9 from each Seller, copies of which have been delivered to Buyer or its counsel prior to the date hereof.
1.3 No Withholding Required
Because no Seller is a foreign person within the meaning of Section 1445(f)(3) of the Code, Buyer is not required to withhold any amount under Section 1445 of the Code in connection with the payment of the merger consideration or any other amounts payable to the Sellers pursuant to the transactions contemplated by the Purchase Agreement, including without limitation the payment of the per-share merger consideration, the per-option net consideration, any escrow release payments, any earnout payments, or any working capital adjustment payments.
Section 2 — Individual Certification by Dr. Marcus Ellsworth
In addition to the foregoing certification made in his capacity as Sellers' Representative, the undersigned, Dr. Marcus Ellsworth, hereby makes the following separate certification in his personal and individual capacity as a Seller and as the largest individual shareholder of the Company, holding 2,845,900 shares of Common Stock, representing approximately 38.2% of the total outstanding shares of Common Stock of the Company:
(a) Dr. Marcus Ellsworth is a citizen of the United States of America. He is not a nonresident alien for purposes of U.S. federal income taxation, and he is not a "foreign person" as defined in Section 1445(f)(3) of the Code.
(b) His Social Security Number is set forth on Schedule A attached hereto.
(c) His home address is set forth on Schedule A attached hereto.
(d) He is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.
(e) He has not been classified as, and does not intend to be classified as, a nonresident alien, a foreign person, or any other status that would subject the transactions contemplated by the Purchase Agreement to withholding under Section 1445 of the Code.
This individual certification is made under penalty of perjury and is intended to satisfy the requirements of Treasury Regulations Section 1.1445-2(b)(2) independently and in addition to the certification made in Section 1 above on behalf of all Sellers.
Section 3 — Acknowledgment of Liability for False Statements
The undersigned understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by the transferee (Buyer) and that any false statement contained herein could be punished by fine, imprisonment, or both, as provided under the applicable provisions of the Code and Title 18 of the United States Code. The undersigned further acknowledges that this Certificate is made under penalty of perjury under the laws of the United States of America, and that the undersigned has reviewed the information set forth herein and on Schedule A and believes such information to be true, correct, and complete in all material respects.
The undersigned understands that Buyer is relying on this Certificate in determining that no withholding obligation exists under Section 1445 of the Code with respect to the transactions contemplated by the Purchase Agreement. The undersigned further understands that if any of the certifications set forth herein prove to be false or inaccurate, the undersigned may be subject to civil and criminal penalties under applicable law, including but not limited to the penalties set forth in Sections 6651, 6662, and 7206 of the Code.
Section 4 — Authority of Sellers' Representative
The Sellers' Representative has been duly authorized by each Seller, pursuant to Article X of the Purchase Agreement and the Joinder Agreement executed in connection therewith, to deliver this Certificate on behalf of each such Seller. Without limiting the generality of the foregoing:
(a) Each Seller has executed and delivered to the Sellers' Representative an irrevocable power of attorney appointing the Sellers' Representative as such Seller's true and lawful attorney-in-fact for the purposes of, among other things, delivering this Certificate and all other closing deliverables required to be delivered by the Sellers at or prior to the Closing pursuant to the Purchase Agreement.
(b) The appointment of the Sellers' Representative was approved by holders of at least sixty-five percent (65%) of the outstanding shares of Common Stock of the Company, which approval satisfies the threshold required under Section 10.1 of the Purchase Agreement.
(c) The information set forth on Schedule A was provided directly by each Seller to the Sellers' Representative (or to the Company on behalf of the Sellers' Representative), and the Sellers' Representative has confirmed such information through the collection and review of completed IRS Forms W-9 and supporting documentation. To the knowledge of the Sellers' Representative, after due inquiry, such information is true, correct, and complete in all respects.
(d) The Sellers' Representative has not received any notice, communication, or indication from any Seller suggesting that any Seller is or may be a foreign person within the meaning of Section 1445(f)(3) of the Code, or that any information provided by any Seller on Schedule A is inaccurate or incomplete.
Section 5 — Retention and Disclosure
Buyer must retain this Certificate until the twentieth (20th) day after the date of the Closing (i.e., until November 20, 2024) and must make this Certificate available to the Internal Revenue Service upon request, in accordance with Treasury Regulations Section 1.1445-2(b)(3). Buyer is further advised that it may wish to retain this Certificate for a longer period to the extent necessary to support Buyer's tax reporting obligations or to respond to any audit, inquiry, or examination initiated by the Internal Revenue Service with respect to the transactions contemplated by the Purchase Agreement. The Sellers' Representative agrees to cooperate, and to use commercially reasonable efforts to cause each Seller to cooperate, with Buyer in connection with any such audit, inquiry, or examination, including by providing updated or supplemental certifications if reasonably requested by Buyer.
Nothing in this Certificate shall limit or modify any representation, warranty, covenant, or indemnification obligation of the Sellers or the Sellers' Representative under the Purchase Agreement, including without limitation any obligation under Article VII (Tax Matters) or Article IX (Indemnification) thereof.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Foreign Status as of the date first written above.
________________________________________
Dr. Marcus Ellsworth
Individually and in his capacity as the Sellers' Representative on behalf of all Sellers listed on Schedule A
Date: October 31, 2024
SCHEDULE A
SELLER INFORMATION
The following table sets forth the name, address, entity type or status, taxpayer identification number, number of shares and/or options held, and pro rata percentage of each Seller. The information contained herein has been provided by each Seller and is certified to be true, correct, and complete.
Individual Sellers.  
Individual Sellers — Common Stock Summary: 3,725,000 shares of Common Stock (collectively representing approximately 50.0% of total outstanding shares, inclusive of management and employee stockholders set forth above). The management and employee stockholders other than Dr. Marcus Ellsworth and Catherine Pryor collectively hold 506,600 shares of Common Stock (approximately 6.8% of outstanding shares).
Individual Sellers — Vested Stock Options Summary: 550,000 vested stock options under the Meridian 2019 Equity Incentive Plan with a weighted-average exercise price of $4.80 per share.
Entity Sellers.  
Note 1: All entity Sellers are domestic entities duly organized and existing under the laws of the State of Delaware. No entity Seller is a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal Revenue Code and the Treasury Regulations promulgated thereunder. Each entity Seller has provided a completed IRS Form W-9 to the Sellers' Representative.
Note 2: Total outstanding shares of Common Stock of the Company: 7,450,000. Total vested stock options outstanding under the Meridian 2019 Equity Incentive Plan: 550,000. Aggregate shares and options on a fully diluted basis: 8,000,000.
Note 3: Per-share merger consideration: $27.50 per share (calculated as $220,000,000 aggregate merger consideration ÷ 8,000,000 fully diluted shares). Per-option net consideration: $22.70 per option (calculated as $27.50 per-share merger consideration minus $4.80 weighted-average exercise price per option).
Note 4: Actual Social Security Numbers and Employer Identification Numbers have been provided under separate cover to Buyer and Buyer's counsel, Voss & Vane LLP, and are incorporated herein by reference. The redaction of such numbers from this document is for data security purposes only and does not affect the validity or completeness of this Certificate.
SCHEDULE B
COMPANY INFORMATION (FOR REFERENCE)
The following information is provided for reference purposes in connection with this Certificate and the transactions contemplated by the Purchase Agreement.
This Schedule B is provided for informational and reference purposes only and does not form part of the certifications made in the body of this Certificate. In the event of any inconsistency between the information set forth in this Schedule B and the terms of the Purchase Agreement, the Purchase Agreement shall control.
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Name | Address | Entity Type / Status | Taxpayer Identification Number (SSN) | Number of Shares / Options | Pro Rata Percentage
Dr. Marcus Ellsworth | 214 Huntington Lane, King of Prussia, PA 19406 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 2,845,900 shares of Common Stock | 38.2% of outstanding shares
Catherine Pryor | 87 Briarcliff Road, Wayne, PA 19087 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 372,500 shares of Common Stock | 5.0% of outstanding shares
Dr. Anand Mehta | 1640 Gramercy Place, Collegeville, PA 19426 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 142,200 shares of Common Stock | 1.9% of outstanding shares
Jennifer L. Wovington | 305 Lancaster Avenue, Apt. 4B, Malvern, PA 19355 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 98,400 shares of Common Stock | 1.3% of outstanding shares
Thomas R. Whitfield | 59 Patriot Drive, Exton, PA 19341 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 78,300 shares of Common Stock | 1.1% of outstanding shares
Brian K. Niles | 422 Chestnut Hill Lane, Conshohocken, PA 19428 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 62,500 shares of Common Stock | 0.8% of outstanding shares
Sarah M. Ostrowski | 1100 Valley Forge Road, Unit 12, Phoenixville, PA 19460 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 55,200 shares of Common Stock | 0.7% of outstanding shares
Dr. Raymond Chen | 738 Berkshire Boulevard, Blue Bell, PA 19422 | Individual — U.S. Resident Alien (IRC § 7701(b)) | XXX-XX-XXXX (provided under separate cover) | 70,000 shares of Common Stock | 1.0% of outstanding shares
Dr. Marcus Ellsworth (Options) | 214 Huntington Lane, King of Prussia, PA 19406 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 150,000 vested stock options | —
Catherine Pryor (Options) | 87 Briarcliff Road, Wayne, PA 19087 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 100,000 vested stock options | —
Dr. Anand Mehta (Options) | 1640 Gramercy Place, Collegeville, PA 19426 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 80,000 vested stock options | —
Jennifer L. Wovington (Options) | 305 Lancaster Avenue, Apt. 4B, Malvern, PA 19355 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 65,000 vested stock options | —
Thomas R. Whitfield (Options) | 59 Patriot Drive, Exton, PA 19341 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 55,000 vested stock options | —
Brian K. Niles (Options) | 422 Chestnut Hill Lane, Conshohocken, PA 19428 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 50,000 vested stock options | —
Sarah M. Ostrowski (Options) | 1100 Valley Forge Road, Unit 12, Phoenixville, PA 19460 | Individual — U.S. Citizen | XXX-XX-XXXX (provided under separate cover) | 50,000 vested stock options | —
Name | Address | Entity Type / Status | Taxpayer Identification Number (EIN) | Number of Shares | Pro Rata Percentage
Pennfield Growth Partners, LP | 2100 Market Street, 28th Floor, Philadelphia, PA 19103 | Delaware limited partnership | XX-XXXXXXX (provided under separate cover) | 2,235,000 shares of Common Stock | 30.0% of outstanding shares
Arch Hill Ventures Fund II, LLC | 450 Boylston Street, Suite 1200, Boston, MA 02116 | Delaware limited liability company | XX-XXXXXXX (provided under separate cover) | 1,490,000 shares of Common Stock | 20.0% of outstanding shares
Item | Detail
Company Name | Meridian Surgical Technologies, Inc.
State of Incorporation | Delaware
Date of Incorporation | March 14, 2017
Delaware File Number | 5819734
Employer Identification Number (EIN) | 84-3192057
Principal Office Address | 780 Keystone Boulevard, Suite 200, King of Prussia, PA 19406
Registered Agent in Delaware | Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808
Total Authorized Shares of Common Stock | 10,000,000 shares, par value $0.001 per share
Total Outstanding Shares of Common Stock | 7,450,000 shares
Vested Options Outstanding | 550,000 shares reserved and subject to vested stock options under the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan, as amended
Unvested Options Outstanding | None (all unvested options were accelerated and vested in full as of the Closing Date pursuant to Section 2.5 of the Purchase Agreement, and the 550,000 figure above reflects all options outstanding on a fully vested basis)
Shares Reserved for Future Issuance | None (the 2019 Equity Incentive Plan will be terminated at Closing)
Treasury Shares | None
Preferred Stock Outstanding | None
Warrants Outstanding | None
Convertible Securities Outstanding | None (other than the vested options described above)
Aggregate Merger Consideration | $220,000,000
Per-Share Merger Consideration | $27.50
Per-Option Net Consideration | $22.70 ($27.50 minus $4.80 weighted-average exercise price)

CERTIFICATE OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

RECITALS

SCHEDULE A

SELLER INFORMATION

SCHEDULE B

COMPANY INFORMATION (FOR REFERENCE)

Record

Parties

Dates

Amounts