1037-00006 · Solstice Biomedical Devices Ltd · Closing

officer-bring-down-certificate-meridian.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF MERIDIAN SURGICAL TECHNOLOGIES, INC.

Bring-Down Certificate Delivered Pursuant to Section 8.2(c) of the Stock Purchase Agreement

October 31, 2024

This Officer's Certificate (this "Certificate") is delivered in connection with the Stock Purchase Agreement, dated as of August 20, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "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 Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative (the "Sellers' Representative").

RECITALS

WHEREAS, the undersigned, Dr. Marcus Ellsworth, is the Founder and Chief Executive Officer of Meridian Surgical Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware, Delaware File Number 5819734, with its principal office located at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406;

WHEREAS, the undersigned, David Hensley, is the Chief Financial Officer of Meridian Surgical Technologies, Inc.;

WHEREAS, the Agreement provides, among other things, that as a condition precedent to the obligation of Buyer to consummate the transactions contemplated by the Agreement at the closing thereof (the "Closing"), the Company shall have delivered to Buyer an officer's certificate, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, certifying as to the matters set forth in Section 8.2(c) of the Agreement, including, without limitation, the accuracy of the representations and warranties of the Company and the Sellers and the performance of covenants and obligations required to be performed at or prior to the Closing;

WHEREAS, the Closing is occurring on October 31, 2024 (the "Closing Date"); and

WHEREAS, the undersigned are delivering this Certificate in order to satisfy the conditions precedent set forth in Section 8.2(c) of the Agreement and to induce Buyer to consummate the transactions contemplated by the Agreement on the Closing Date.

NOW, THEREFORE, the undersigned, in their respective capacities as officers of the Company, hereby certify as follows. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

Section 1. Certification of Authority and Capacity

Each of Dr. Marcus Ellsworth and David Hensley hereby certifies that he is a duly appointed officer of the Company, holding the title set forth opposite his name in the preamble to this Certificate, and is authorized to execute and deliver this Certificate on behalf of the Company. The execution and delivery of this Certificate by the undersigned has been duly authorized by all necessary corporate action of the Company, including approval by the Board of Directors of the Company.

Each of the undersigned certifying officers has personal knowledge of the matters set forth herein. In addition, each certifying officer has made due and diligent inquiry of appropriate officers, directors, employees, agents, and advisors of the Company, including, without limitation, the Company's Vice President of Regulatory Affairs, Vice President of Quality Assurance, General Counsel, and Vice President of Human Resources, as necessary and appropriate to make the certifications contained herein on a fully informed basis.

Section 2. Representations and Warranties Bring-Down

2.1 Fundamental Representations

The undersigned hereby certify that the Fundamental Representations of the Company and the Sellers (including, without limitation, the representations and warranties regarding (i) due organization, valid existence, and good standing of the Company, (ii) corporate power and authority to execute, deliver, and perform the Agreement and to consummate the transactions contemplated thereby, (iii) due authorization, execution, and delivery of the Agreement, (iv) capitalization of the Company, (v) title to shares and ownership of equity interests, and (vi) tax matters, in each case as set forth in Article IV of the Agreement) are true and correct in all respects as of the Closing Date (October 31, 2024) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representations and warranties are by their express terms made as of a specific date or period, in which case such representations and warranties are true and correct in all respects as of such specified date or period. For the avoidance of doubt, the Fundamental Representations have been evaluated without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein, and such Fundamental Representations are true and correct in all respects without regard to any such qualifications.

2.2 Other Representations and Warranties

The undersigned hereby certify that all other representations and warranties of the Company and the Sellers set forth in Article IV of the Agreement (other than the Fundamental Representations addressed in Section 2.1 above) are true and correct in all respects as of the Closing Date (October 31, 2024) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (a) to the extent that any such representations and warranties are by their express terms made as of a specific date or period, in which case such representations and warranties are true and correct in all respects as of such specified date or period, and (b) where the failure of any such representations and warranties to be true and correct (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the undersigned are not aware of any breach or inaccuracy with respect to any of the representations and warranties of the Company or the Sellers set forth in Article IV of the Agreement, whether or not such breach or inaccuracy would rise to the level of a Material Adverse Effect.

2.3 Disclosure Schedules

The undersigned hereby certify that the Disclosure Schedules delivered by the Company and the Sellers in connection with the execution and delivery of the Agreement on August 20, 2024 (the "Disclosure Schedules") remain true and correct in all material respects as of the Closing Date. No update, supplement, amendment, or modification to the Disclosure Schedules would be required in order to make the representations and warranties of the Company and the Sellers true and correct in accordance with the standards set forth in Sections 2.1 and 2.2 above, respectively. The information set forth in the Disclosure Schedules continues to be complete and accurate in all material respects as of the Closing Date, and no event, development, or circumstance has occurred since August 20, 2024 that would require any addition to, deletion from, or modification of any item disclosed in the Disclosure Schedules in order for the representations and warranties to which such Disclosure Schedules relate to satisfy the standards set forth in this Section 2.

Section 3. Compliance with Covenants

3.1 Pre-Closing Covenants

The undersigned hereby certify that the Company and each of the Sellers have performed and complied with, in all material respects, all covenants, agreements, and obligations required to be performed or complied with by them under the Agreement at or prior to the Closing Date, including, without limitation, the following:

(a) Conduct of Business in the Ordinary Course. During the period between the execution and delivery of the Agreement on August 20, 2024 and the Closing Date on October 31, 2024 (the "Interim Period"), the Company has conducted its business in the ordinary course of business consistent with past practice in all material respects. Without limiting the generality of the foregoing, the Company has (i) preserved intact its present business organization, (ii) maintained its relationships with customers, suppliers, distributors, licensors, licensees, and other business counterparties, (iii) kept available the services of its current officers and key employees, and (iv) maintained its assets and properties in good working order and condition, ordinary wear and tear excepted, in each case consistent with its past practices.

(b) No Material Adverse Change. There has been no material adverse change in the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Company between August 20, 2024 and October 31, 2024. The Company's operations during the Interim Period have been consistent with historical trends and prior-period performance, and no event, development, or circumstance has occurred during the Interim Period that has had, or would reasonably be expected to have, a Material Adverse Effect.

(c) Financing Cooperation. The Company and the Sellers have cooperated with Buyer and its financing sources, in all material respects, in connection with the financing contemplated by the Agreement, including, without limitation, by (i) providing financial statements, projections, and other information reasonably requested by Buyer's lenders, (ii) making the Company's management team and advisors reasonably available for meetings, diligence sessions, and presentations with prospective lenders and their advisors, and (iii) executing and delivering customary certificates, consents, and other documents reasonably requested in connection with such financing.

(d) Access and Information. The Company has provided Buyer and its authorized representatives, advisors, accountants, and counsel with reasonable access to the Company's properties, offices, books, records, contracts, personnel, and other information as required by the Agreement, subject to applicable confidentiality restrictions and legal privileges.

(e) Third-Party Consents. The Company has obtained or caused to be obtained all required third-party consents, approvals, waivers, and authorizations required under the terms of the Agreement to be obtained at or prior to the Closing, including, without limitation:

(i) the written consent of Titanium Precision Components, Inc. ("Titanium Precision") under Section 12.4 of the Exclusive Supply Agreement, dated March 15, 2021, between the Company and Titanium Precision, consenting to the change of control of the Company resulting from the transactions contemplated by the Agreement (such consent having been duly obtained on August 5, 2024 and delivered to Buyer); and

(ii) the written notice to OrthoLink Distribution, LLC ("OrthoLink") required under Section 9.2 of the Distribution Agreement, dated July 1, 2020, between the Company and OrthoLink, notifying OrthoLink of the pending change of control of the Company (such notice having been duly provided on August 12, 2024 in accordance with the notice provisions of the Distribution Agreement, and a copy thereof having been delivered to Buyer).

(f) Non-Solicitation and Exclusivity. The Company and each of the Sellers have complied in all material respects with the non-solicitation and exclusivity obligations set forth in Section 6.8 of the Agreement during the Interim Period. Without limiting the generality of the foregoing, during the Interim Period, neither the Company nor any Seller has, directly or indirectly, (i) solicited, initiated, encouraged, or knowingly facilitated any inquiry, proposal, or offer relating to any Acquisition Proposal (as defined in the Agreement), (ii) engaged in, continued, or otherwise participated in any discussions or negotiations with any third party regarding any Acquisition Proposal, or (iii) entered into any letter of intent, memorandum of understanding, term sheet, agreement in principle, acquisition agreement, or other agreement relating to any Acquisition Proposal.

Section 4. No Material Adverse Effect

The undersigned hereby certify that, since the date of the Agreement (August 20, 2024), there has not occurred any event, change, development, occurrence, condition, circumstance, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. As used herein, the term "Material Adverse Effect" has the meaning ascribed to such term in the Agreement, including, without limitation, all exceptions and carve-outs set forth therein. The Company's business, financial condition, results of operations, assets, liabilities, and prospects remain substantially consistent with the business, financial condition, results of operations, assets, liabilities, and prospects of the Company as of the date of the Agreement.

Section 5. No Legal Proceedings

The undersigned hereby certify that, as of the Closing Date, there is no pending or, to the knowledge of the undersigned (after due and diligent inquiry), threatened action, suit, claim, investigation, inquiry, or proceeding before any federal, state, local, or foreign governmental authority, administrative agency, regulatory body, or arbitrator (collectively, "Governmental Authority") that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise impede the consummation of the transactions contemplated by the Agreement, (b) challenges the validity, legality, or enforceability of the Agreement or any of the transactions contemplated thereby, or (c) seeks damages or other relief in connection with, or arising out of, the consummation of the transactions contemplated by the Agreement.

Notwithstanding the foregoing, the undersigned acknowledge and confirm that the pending litigation matter captioned Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc., Civil Action No. 2:23-cv-04817 (United States District Court for the Eastern District of Pennsylvania), which was previously disclosed on Schedule 4.14 of the Disclosure Schedules, remains pending as of the Closing Date. The undersigned certify that such litigation matter (i) does not seek to restrain, enjoin, prevent, prohibit, or otherwise impede the consummation of the transactions contemplated by the Agreement, (ii) does not challenge the validity, legality, or enforceability of the Agreement or any of the transactions contemplated thereby, and (iii) there has been no material change in the status, scope, or nature of such matter since the date of the Agreement. As previously disclosed, the Hartwell matter relates to a contract dispute regarding alleged warranty obligations under a discontinued product line and is being vigorously defended by the Company. The Company's outside litigation counsel continues to assess the probable outcome of the Hartwell matter as consistent with the assessment previously provided to Buyer in connection with the execution and delivery of the Agreement.

Section 6. Additional Certifications

6.1 Capitalization Confirmation

The undersigned hereby confirm that, as of the Closing Date, the Company's capitalization is as set forth in Section 4.3 (Capitalization) of the Agreement, specifically as follows:

(a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and no shares of preferred stock or any other class or series of capital stock.

(b) As of the Closing Date, there are 7,450,000 shares of Common Stock issued and outstanding. All such shares have been duly authorized, validly issued, fully paid, and non-assessable and were not issued in violation of any preemptive rights, rights of first refusal, or similar rights.

(c) There are no shares of preferred stock or any other class or series of capital stock of the Company authorized, issued, or outstanding.

(d) Options to purchase 550,000 shares of Common Stock are outstanding under the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan (the "Equity Plan"), all of which are fully vested as of the Closing Date. Such options will be cancelled and converted into the right to receive the applicable per-share option cancellation consideration in accordance with Section 2.5 of the Agreement.

(e) Other than the options described in clause (d) above, there are no outstanding options, warrants, convertible securities, exchangeable securities, subscription rights, stock appreciation rights, phantom stock rights, profit participation rights, or any other rights, agreements, arrangements, or commitments of any kind relating to the capital stock of the Company or obligating the Company or any Seller to issue, sell, transfer, or otherwise dispose of any shares of capital stock or other equity interests of the Company, or to grant, extend, or enter into any such right, agreement, arrangement, or commitment.

6.2 Employee Matters

The undersigned hereby certify that there has been no material change in the workforce, compensation, employee benefits, or other employment-related matters of the Company since August 20, 2024, except as expressly permitted under the Agreement or as disclosed to and consented to in writing by Buyer. Without limiting the generality of the foregoing:

(a) As of the Closing Date, the Company has approximately 312 employees (including both full-time and part-time employees), and such employees remain employed in the ordinary course of the Company's business. There have been no material layoffs, furloughs, reductions in force, or material changes in headcount since August 20, 2024, other than ordinary course hiring and attrition consistent with past practice.

(b) The Company has not, since August 20, 2024, (i) increased the compensation or benefits of any officer, director, or employee of the Company in any material respect outside of the ordinary course of business consistent with past practice, (ii) entered into any new employment agreement, severance agreement, change-in-control agreement, or similar arrangement with any employee, (iii) granted any equity or equity-based awards under the Equity Plan or otherwise, or (iv) adopted, amended, or terminated any employee benefit plan, program, policy, or arrangement, in each case except as permitted under the Agreement or consented to in writing by Buyer.

(c) No material labor dispute, work stoppage, slowdown, or similar action is pending or, to the knowledge of the undersigned, threatened with respect to the Company. The Company is not a party to any collective bargaining agreement, and no union organizing efforts are pending or, to the knowledge of the undersigned, threatened.

6.3 Regulatory Status

The undersigned hereby certify the following with respect to the regulatory status of the Company and its products and facilities:

(a) Since August 20, 2024, the Company has not received any warning letters, untitled letters, consent decrees, Form 483 observations, notice of violation letters, import alerts, or other material regulatory actions or communications from the United States Food and Drug Administration (the "FDA") or any other Governmental Authority having jurisdiction over the Company's products or operations.

(b) All of the Company's commercially marketed products maintain current and valid FDA 510(k) clearances, and no such clearance has been withdrawn, suspended, revoked, or materially modified since August 20, 2024. No recall, market withdrawal, field correction, or safety alert has been initiated or required with respect to any of the Company's products since August 20, 2024.

(c) The Company's manufacturing facility located at 45 Forge Creek Road, Exton, Pennsylvania 19341 (the "Manufacturing Facility") maintains its ISO 13485:2016 certification, as evidenced by Certificate No. PCA-2022-04819, issued by Pinnacle Conformity Assessment Services, LLC, which certification remains valid through April 2025. No suspension, withdrawal, or revocation of such certification has occurred or, to the knowledge of the undersigned, been threatened since August 20, 2024. The Manufacturing Facility continues to operate in material compliance with all applicable FDA Quality System Regulations (21 C.F.R. Part 820) and all other applicable regulatory requirements.

(d) The Company has maintained its establishment registrations and device listings with the FDA in accordance with applicable requirements, and all required adverse event reports, medical device reports (MDRs), and other regulatory filings have been timely submitted since August 20, 2024.

6.4 intellectual Property

The undersigned hereby certify the following with respect to the Company's intellectual property portfolio:

(a) There have been no material changes to the Company's intellectual property portfolio since August 20, 2024. The Company's intellectual property portfolio continues to consist of, among other things, (i) fourteen (14) issued United States utility patents, including U.S. Patent No. 11,432,887 (entitled "Articulating Surgical Instrument with Enhanced Torque Transmission"), (ii) three (3) pending United States patent applications, and (iii) six (6) issued European patents, all of which remain in good standing and in full force and effect.

(b) All required maintenance fees, annuity payments, renewal fees, and other charges with respect to the Company's patents and patent applications have been timely paid, and all required filings, declarations, and other documents have been timely submitted to the applicable patent offices and intellectual property registries.

(c) The Company's registered trademarks, including, without limitation, the marks "MERIDIAN," "MERIDIAN SURGICAL," and "PRECISIONEDGE" (and associated design marks), remain in good standing, and all required renewal filings and maintenance documents have been timely submitted to the United States Patent and Trademark Office and applicable foreign trademark offices.

(d) Since August 20, 2024, no new intellectual property claims, challenges, oppositions, cancellation proceedings, inter partes review proceedings, post-grant review proceedings, reexamination proceedings, or infringement actions have been filed against or by the Company, other than the Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc. matter previously disclosed on the Disclosure Schedules and addressed in Section 5 above.

(e) To the knowledge of the undersigned, no third party is infringing, misappropriating, or otherwise violating any of the Company's intellectual property rights in any material respect, and the Company is not infringing, misappropriating, or otherwise violating any intellectual property rights of any third party in any material respect.

Section 7. Reliance

This Certificate is being delivered to Buyer in satisfaction of the closing conditions set forth in Section 8.2(c) of the Agreement and the other applicable closing conditions requiring delivery of officer certifications in connection with the Closing. Buyer is entitled to rely on the certifications, statements, and confirmations contained herein in connection with the consummation of the transactions contemplated by the Agreement, including Buyer's decision to consummate the Closing on the Closing Date.

The undersigned understand and acknowledge that this Certificate is being delivered in connection with the closing of the acquisition of one hundred percent (100%) of the outstanding shares of Common Stock of the Company and the cancellation of all vested options outstanding under the Equity Plan, for an aggregate Base Purchase Price of Two Hundred Twenty Million Dollars ($220,000,000), subject to the purchase price adjustments (including adjustments for working capital, indebtedness, cash, and transaction expenses), escrow holdbacks (including the general indemnification escrow and the special indemnification escrow), and other terms and conditions set forth in the Agreement. The undersigned further understand that Buyer is consummating the transactions contemplated by the Agreement in material reliance upon the accuracy and completeness of the certifications set forth herein.

Section 8. No Personal Liability

The undersigned are executing this Certificate solely in their respective capacities as officers of the Company and not in their individual or personal capacities. Nothing contained in this Certificate shall be construed to impose any personal liability on either of the undersigned in their individual capacities with respect to any of the certifications, statements, or confirmations made herein, except to the extent (if any) that such personal liability may arise under the Agreement or applicable law.

Notwithstanding the foregoing, to the extent Dr. Marcus Ellsworth is a Seller under the Agreement, his individual representations and warranties as a Seller are addressed separately in Article IV of the Agreement and in the applicable ancillary documents delivered at the Closing, and such individual representations and warranties shall not be expanded, limited, superseded, or otherwise affected by the certifications set forth in this Certificate.

Nothing in this Certificate shall expand or limit any party's rights or obligations under the Agreement, including, without limitation, any party's indemnification rights or obligations under Article X of the Agreement. The certifications contained herein are made for the sole purpose of satisfying the applicable closing conditions set forth in the Agreement and shall not be deemed to create any independent basis for liability beyond that which exists under the Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.

MERIDIAN SURGICAL TECHNOLOGIES, INC.

By: ________

Name: Dr. Marcus Ellsworth

Title: Chief Executive Officer

Date: October 31, 2024

MERIDIAN SURGICAL TECHNOLOGIES, INC.

By: ________

Name: David Hensley

Title: Chief Financial Officer

Date: October 31, 2024

ATTACHMENT AND CROSS-REFERENCE

This Certificate is delivered together with, and forms a part of, the closing deliverables required to be delivered by the Company and/or the Sellers to Buyer under Article VIII of the Stock Purchase Agreement, dated as of August 20, 2024. The other closing deliverables being delivered concurrently herewith include, without limitation, the following:

(a) the Secretary's Certificate of the Company, executed by the Secretary of the Company, certifying as to the Company's certificate of incorporation, bylaws, and resolutions of the Board of Directors and stockholders authorizing the transactions contemplated by the Agreement;

(b) a certificate of good standing (or equivalent certificate) for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date;

(c) a certificate of good standing (or equivalent certificate) for the Company issued by the Pennsylvania Department of State, dated no earlier than five (5) business days prior to the Closing Date;

(d) FIRPTA certificates in the form required by Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations Section 1.1445-2(b), executed by the Company and each Seller, as applicable;

(e) stock certificates representing all of the outstanding shares of Common Stock of the Company, duly endorsed in blank or accompanied by duly executed stock powers;

(f) payoff letters and lien releases with respect to any outstanding indebtedness of the Company being repaid at the Closing;

(g) evidence of the receipt of all required third-party consents, including the consent of Titanium Precision Components, Inc. and the notice to OrthoLink Distribution, LLC, as referenced in Section 3.1(e) of this Certificate;

(h) executed counterparts of the escrow agreement with the designated escrow agent;

(i) resignations of the directors and officers of the Company as requested by Buyer; and

(j) such other certificates, instruments, agreements, and documents as are required to be delivered by the Company and/or the Sellers under the Agreement at or prior to the Closing.

All defined terms used but not otherwise defined in this Certificate have the respective meanings ascribed to such terms in the Stock Purchase Agreement, dated as of August 20, 2024, by and among Solstice Biomedical, Inc., Meridian Surgical Technologies, Inc., the Sellers party thereto, and Dr. Marcus Ellsworth, as Sellers' Representative.

CONFIDENTIAL — This Officer's Certificate and the information contained herein are confidential and are subject to the confidentiality provisions of the Stock Purchase Agreement. This document shall not be disclosed to any third party except as permitted under the Agreement or as required by applicable law.

OFFICER'S CERTIFICATE OF MERIDIAN SURGICAL TECHNOLOGIES, INC.
Bring-Down Certificate Delivered Pursuant to Section 8.2(c) of the Stock Purchase Agreement
October 31, 2024
This Officer's Certificate (this "Certificate") is delivered in connection with the Stock Purchase Agreement, dated as of August 20, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "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 Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative (the "Sellers' Representative").
RECITALS
WHEREAS, the undersigned, Dr. Marcus Ellsworth, is the Founder and Chief Executive Officer of Meridian Surgical Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware, Delaware File Number 5819734, with its principal office located at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406;
WHEREAS, the undersigned, David Hensley, is the Chief Financial Officer of Meridian Surgical Technologies, Inc.;
WHEREAS, the Agreement provides, among other things, that as a condition precedent to the obligation of Buyer to consummate the transactions contemplated by the Agreement at the closing thereof (the "Closing"), the Company shall have delivered to Buyer an officer's certificate, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, certifying as to the matters set forth in Section 8.2(c) of the Agreement, including, without limitation, the accuracy of the representations and warranties of the Company and the Sellers and the performance of covenants and obligations required to be performed at or prior to the Closing;
WHEREAS, the Closing is occurring on October 31, 2024 (the "Closing Date"); and
WHEREAS, the undersigned are delivering this Certificate in order to satisfy the conditions precedent set forth in Section 8.2(c) of the Agreement and to induce Buyer to consummate the transactions contemplated by the Agreement on the Closing Date.
NOW, THEREFORE, the undersigned, in their respective capacities as officers of the Company, hereby certify as follows. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
Section 1. Certification of Authority and Capacity
Each of Dr. Marcus Ellsworth and David Hensley hereby certifies that he is a duly appointed officer of the Company, holding the title set forth opposite his name in the preamble to this Certificate, and is authorized to execute and deliver this Certificate on behalf of the Company. The execution and delivery of this Certificate by the undersigned has been duly authorized by all necessary corporate action of the Company, including approval by the Board of Directors of the Company.
Each of the undersigned certifying officers has personal knowledge of the matters set forth herein. In addition, each certifying officer has made due and diligent inquiry of appropriate officers, directors, employees, agents, and advisors of the Company, including, without limitation, the Company's Vice President of Regulatory Affairs, Vice President of Quality Assurance, General Counsel, and Vice President of Human Resources, as necessary and appropriate to make the certifications contained herein on a fully informed basis.
Section 2. Representations and Warranties Bring-Down
2.1 Fundamental Representations
The undersigned hereby certify that the Fundamental Representations of the Company and the Sellers (including, without limitation, the representations and warranties regarding (i) due organization, valid existence, and good standing of the Company, (ii) corporate power and authority to execute, deliver, and perform the Agreement and to consummate the transactions contemplated thereby, (iii) due authorization, execution, and delivery of the Agreement, (iv) capitalization of the Company, (v) title to shares and ownership of equity interests, and (vi) tax matters, in each case as set forth in Article IV of the Agreement) are true and correct in all respects as of the Closing Date (October 31, 2024) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representations and warranties are by their express terms made as of a specific date or period, in which case such representations and warranties are true and correct in all respects as of such specified date or period. For the avoidance of doubt, the Fundamental Representations have been evaluated without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein, and such Fundamental Representations are true and correct in all respects without regard to any such qualifications.
2.2 Other Representations and Warranties
The undersigned hereby certify that all other representations and warranties of the Company and the Sellers set forth in Article IV of the Agreement (other than the Fundamental Representations addressed in Section 2.1 above) are true and correct in all respects as of the Closing Date (October 31, 2024) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except (a) to the extent that any such representations and warranties are by their express terms made as of a specific date or period, in which case such representations and warranties are true and correct in all respects as of such specified date or period, and (b) where the failure of any such representations and warranties to be true and correct (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the undersigned are not aware of any breach or inaccuracy with respect to any of the representations and warranties of the Company or the Sellers set forth in Article IV of the Agreement, whether or not such breach or inaccuracy would rise to the level of a Material Adverse Effect.
2.3 Disclosure Schedules
The undersigned hereby certify that the Disclosure Schedules delivered by the Company and the Sellers in connection with the execution and delivery of the Agreement on August 20, 2024 (the "Disclosure Schedules") remain true and correct in all material respects as of the Closing Date. No update, supplement, amendment, or modification to the Disclosure Schedules would be required in order to make the representations and warranties of the Company and the Sellers true and correct in accordance with the standards set forth in Sections 2.1 and 2.2 above, respectively. The information set forth in the Disclosure Schedules continues to be complete and accurate in all material respects as of the Closing Date, and no event, development, or circumstance has occurred since August 20, 2024 that would require any addition to, deletion from, or modification of any item disclosed in the Disclosure Schedules in order for the representations and warranties to which such Disclosure Schedules relate to satisfy the standards set forth in this Section 2.
Section 3. Compliance with Covenants
3.1 Pre-Closing Covenants
The undersigned hereby certify that the Company and each of the Sellers have performed and complied with, in all material respects, all covenants, agreements, and obligations required to be performed or complied with by them under the Agreement at or prior to the Closing Date, including, without limitation, the following:
(a) Conduct of Business in the Ordinary Course. During the period between the execution and delivery of the Agreement on August 20, 2024 and the Closing Date on October 31, 2024 (the "Interim Period"), the Company has conducted its business in the ordinary course of business consistent with past practice in all material respects. Without limiting the generality of the foregoing, the Company has (i) preserved intact its present business organization, (ii) maintained its relationships with customers, suppliers, distributors, licensors, licensees, and other business counterparties, (iii) kept available the services of its current officers and key employees, and (iv) maintained its assets and properties in good working order and condition, ordinary wear and tear excepted, in each case consistent with its past practices.
(b) No Material Adverse Change. There has been no material adverse change in the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Company between August 20, 2024 and October 31, 2024. The Company's operations during the Interim Period have been consistent with historical trends and prior-period performance, and no event, development, or circumstance has occurred during the Interim Period that has had, or would reasonably be expected to have, a Material Adverse Effect.
(c) Financing Cooperation. The Company and the Sellers have cooperated with Buyer and its financing sources, in all material respects, in connection with the financing contemplated by the Agreement, including, without limitation, by (i) providing financial statements, projections, and other information reasonably requested by Buyer's lenders, (ii) making the Company's management team and advisors reasonably available for meetings, diligence sessions, and presentations with prospective lenders and their advisors, and (iii) executing and delivering customary certificates, consents, and other documents reasonably requested in connection with such financing.
(d) Access and Information. The Company has provided Buyer and its authorized representatives, advisors, accountants, and counsel with reasonable access to the Company's properties, offices, books, records, contracts, personnel, and other information as required by the Agreement, subject to applicable confidentiality restrictions and legal privileges.
(e) Third-Party Consents. The Company has obtained or caused to be obtained all required third-party consents, approvals, waivers, and authorizations required under the terms of the Agreement to be obtained at or prior to the Closing, including, without limitation:
(i) the written consent of Titanium Precision Components, Inc. ("Titanium Precision") under Section 12.4 of the Exclusive Supply Agreement, dated March 15, 2021, between the Company and Titanium Precision, consenting to the change of control of the Company resulting from the transactions contemplated by the Agreement (such consent having been duly obtained on August 5, 2024 and delivered to Buyer); and
(ii) the written notice to OrthoLink Distribution, LLC ("OrthoLink") required under Section 9.2 of the Distribution Agreement, dated July 1, 2020, between the Company and OrthoLink, notifying OrthoLink of the pending change of control of the Company (such notice having been duly provided on August 12, 2024 in accordance with the notice provisions of the Distribution Agreement, and a copy thereof having been delivered to Buyer).
(f) Non-Solicitation and Exclusivity. The Company and each of the Sellers have complied in all material respects with the non-solicitation and exclusivity obligations set forth in Section 6.8 of the Agreement during the Interim Period. Without limiting the generality of the foregoing, during the Interim Period, neither the Company nor any Seller has, directly or indirectly, (i) solicited, initiated, encouraged, or knowingly facilitated any inquiry, proposal, or offer relating to any Acquisition Proposal (as defined in the Agreement), (ii) engaged in, continued, or otherwise participated in any discussions or negotiations with any third party regarding any Acquisition Proposal, or (iii) entered into any letter of intent, memorandum of understanding, term sheet, agreement in principle, acquisition agreement, or other agreement relating to any Acquisition Proposal.
Section 4. No Material Adverse Effect
The undersigned hereby certify that, since the date of the Agreement (August 20, 2024), there has not occurred any event, change, development, occurrence, condition, circumstance, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. As used herein, the term "Material Adverse Effect" has the meaning ascribed to such term in the Agreement, including, without limitation, all exceptions and carve-outs set forth therein. The Company's business, financial condition, results of operations, assets, liabilities, and prospects remain substantially consistent with the business, financial condition, results of operations, assets, liabilities, and prospects of the Company as of the date of the Agreement.
Section 5. No Legal Proceedings
The undersigned hereby certify that, as of the Closing Date, there is no pending or, to the knowledge of the undersigned (after due and diligent inquiry), threatened action, suit, claim, investigation, inquiry, or proceeding before any federal, state, local, or foreign governmental authority, administrative agency, regulatory body, or arbitrator (collectively, "Governmental Authority") that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise impede the consummation of the transactions contemplated by the Agreement, (b) challenges the validity, legality, or enforceability of the Agreement or any of the transactions contemplated thereby, or (c) seeks damages or other relief in connection with, or arising out of, the consummation of the transactions contemplated by the Agreement.
Notwithstanding the foregoing, the undersigned acknowledge and confirm that the pending litigation matter captioned Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc., Civil Action No. 2:23-cv-04817 (United States District Court for the Eastern District of Pennsylvania), which was previously disclosed on Schedule 4.14 of the Disclosure Schedules, remains pending as of the Closing Date. The undersigned certify that such litigation matter (i) does not seek to restrain, enjoin, prevent, prohibit, or otherwise impede the consummation of the transactions contemplated by the Agreement, (ii) does not challenge the validity, legality, or enforceability of the Agreement or any of the transactions contemplated thereby, and (iii) there has been no material change in the status, scope, or nature of such matter since the date of the Agreement. As previously disclosed, the Hartwell matter relates to a contract dispute regarding alleged warranty obligations under a discontinued product line and is being vigorously defended by the Company. The Company's outside litigation counsel continues to assess the probable outcome of the Hartwell matter as consistent with the assessment previously provided to Buyer in connection with the execution and delivery of the Agreement.
Section 6. Additional Certifications
6.1 Capitalization Confirmation
The undersigned hereby confirm that, as of the Closing Date, the Company's capitalization is as set forth in Section 4.3 (Capitalization) of the Agreement, specifically as follows:
(a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and no shares of preferred stock or any other class or series of capital stock.
(b) As of the Closing Date, there are 7,450,000 shares of Common Stock issued and outstanding. All such shares have been duly authorized, validly issued, fully paid, and non-assessable and were not issued in violation of any preemptive rights, rights of first refusal, or similar rights.
(c) There are no shares of preferred stock or any other class or series of capital stock of the Company authorized, issued, or outstanding.
(d) Options to purchase 550,000 shares of Common Stock are outstanding under the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan (the "Equity Plan"), all of which are fully vested as of the Closing Date. Such options will be cancelled and converted into the right to receive the applicable per-share option cancellation consideration in accordance with Section 2.5 of the Agreement.
(e) Other than the options described in clause (d) above, there are no outstanding options, warrants, convertible securities, exchangeable securities, subscription rights, stock appreciation rights, phantom stock rights, profit participation rights, or any other rights, agreements, arrangements, or commitments of any kind relating to the capital stock of the Company or obligating the Company or any Seller to issue, sell, transfer, or otherwise dispose of any shares of capital stock or other equity interests of the Company, or to grant, extend, or enter into any such right, agreement, arrangement, or commitment.
6.2 Employee Matters
The undersigned hereby certify that there has been no material change in the workforce, compensation, employee benefits, or other employment-related matters of the Company since August 20, 2024, except as expressly permitted under the Agreement or as disclosed to and consented to in writing by Buyer. Without limiting the generality of the foregoing:
(a) As of the Closing Date, the Company has approximately 312 employees (including both full-time and part-time employees), and such employees remain employed in the ordinary course of the Company's business. There have been no material layoffs, furloughs, reductions in force, or material changes in headcount since August 20, 2024, other than ordinary course hiring and attrition consistent with past practice.
(b) The Company has not, since August 20, 2024, (i) increased the compensation or benefits of any officer, director, or employee of the Company in any material respect outside of the ordinary course of business consistent with past practice, (ii) entered into any new employment agreement, severance agreement, change-in-control agreement, or similar arrangement with any employee, (iii) granted any equity or equity-based awards under the Equity Plan or otherwise, or (iv) adopted, amended, or terminated any employee benefit plan, program, policy, or arrangement, in each case except as permitted under the Agreement or consented to in writing by Buyer.
(c) No material labor dispute, work stoppage, slowdown, or similar action is pending or, to the knowledge of the undersigned, threatened with respect to the Company. The Company is not a party to any collective bargaining agreement, and no union organizing efforts are pending or, to the knowledge of the undersigned, threatened.
6.3 Regulatory Status
The undersigned hereby certify the following with respect to the regulatory status of the Company and its products and facilities:
(a) Since August 20, 2024, the Company has not received any warning letters, untitled letters, consent decrees, Form 483 observations, notice of violation letters, import alerts, or other material regulatory actions or communications from the United States Food and Drug Administration (the "FDA") or any other Governmental Authority having jurisdiction over the Company's products or operations.
(b) All of the Company's commercially marketed products maintain current and valid FDA 510(k) clearances, and no such clearance has been withdrawn, suspended, revoked, or materially modified since August 20, 2024. No recall, market withdrawal, field correction, or safety alert has been initiated or required with respect to any of the Company's products since August 20, 2024.
(c) The Company's manufacturing facility located at 45 Forge Creek Road, Exton, Pennsylvania 19341 (the "Manufacturing Facility") maintains its ISO 13485:2016 certification, as evidenced by Certificate No. PCA-2022-04819, issued by Pinnacle Conformity Assessment Services, LLC, which certification remains valid through April 2025. No suspension, withdrawal, or revocation of such certification has occurred or, to the knowledge of the undersigned, been threatened since August 20, 2024. The Manufacturing Facility continues to operate in material compliance with all applicable FDA Quality System Regulations (21 C.F.R. Part 820) and all other applicable regulatory requirements.
(d) The Company has maintained its establishment registrations and device listings with the FDA in accordance with applicable requirements, and all required adverse event reports, medical device reports (MDRs), and other regulatory filings have been timely submitted since August 20, 2024.
6.4 intellectual Property
The undersigned hereby certify the following with respect to the Company's intellectual property portfolio:
(a) There have been no material changes to the Company's intellectual property portfolio since August 20, 2024. The Company's intellectual property portfolio continues to consist of, among other things, (i) fourteen (14) issued United States utility patents, including U.S. Patent No. 11,432,887 (entitled "Articulating Surgical Instrument with Enhanced Torque Transmission"), (ii) three (3) pending United States patent applications, and (iii) six (6) issued European patents, all of which remain in good standing and in full force and effect.
(b) All required maintenance fees, annuity payments, renewal fees, and other charges with respect to the Company's patents and patent applications have been timely paid, and all required filings, declarations, and other documents have been timely submitted to the applicable patent offices and intellectual property registries.
(c) The Company's registered trademarks, including, without limitation, the marks "MERIDIAN," "MERIDIAN SURGICAL," and "PRECISIONEDGE" (and associated design marks), remain in good standing, and all required renewal filings and maintenance documents have been timely submitted to the United States Patent and Trademark Office and applicable foreign trademark offices.
(d) Since August 20, 2024, no new intellectual property claims, challenges, oppositions, cancellation proceedings, inter partes review proceedings, post-grant review proceedings, reexamination proceedings, or infringement actions have been filed against or by the Company, other than the Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc. matter previously disclosed on the Disclosure Schedules and addressed in Section 5 above.
(e) To the knowledge of the undersigned, no third party is infringing, misappropriating, or otherwise violating any of the Company's intellectual property rights in any material respect, and the Company is not infringing, misappropriating, or otherwise violating any intellectual property rights of any third party in any material respect.
Section 7. Reliance
This Certificate is being delivered to Buyer in satisfaction of the closing conditions set forth in Section 8.2(c) of the Agreement and the other applicable closing conditions requiring delivery of officer certifications in connection with the Closing. Buyer is entitled to rely on the certifications, statements, and confirmations contained herein in connection with the consummation of the transactions contemplated by the Agreement, including Buyer's decision to consummate the Closing on the Closing Date.
The undersigned understand and acknowledge that this Certificate is being delivered in connection with the closing of the acquisition of one hundred percent (100%) of the outstanding shares of Common Stock of the Company and the cancellation of all vested options outstanding under the Equity Plan, for an aggregate Base Purchase Price of Two Hundred Twenty Million Dollars ($220,000,000), subject to the purchase price adjustments (including adjustments for working capital, indebtedness, cash, and transaction expenses), escrow holdbacks (including the general indemnification escrow and the special indemnification escrow), and other terms and conditions set forth in the Agreement. The undersigned further understand that Buyer is consummating the transactions contemplated by the Agreement in material reliance upon the accuracy and completeness of the certifications set forth herein.
Section 8. No Personal Liability
The undersigned are executing this Certificate solely in their respective capacities as officers of the Company and not in their individual or personal capacities. Nothing contained in this Certificate shall be construed to impose any personal liability on either of the undersigned in their individual capacities with respect to any of the certifications, statements, or confirmations made herein, except to the extent (if any) that such personal liability may arise under the Agreement or applicable law.
Notwithstanding the foregoing, to the extent Dr. Marcus Ellsworth is a Seller under the Agreement, his individual representations and warranties as a Seller are addressed separately in Article IV of the Agreement and in the applicable ancillary documents delivered at the Closing, and such individual representations and warranties shall not be expanded, limited, superseded, or otherwise affected by the certifications set forth in this Certificate.
Nothing in this Certificate shall expand or limit any party's rights or obligations under the Agreement, including, without limitation, any party's indemnification rights or obligations under Article X of the Agreement. The certifications contained herein are made for the sole purpose of satisfying the applicable closing conditions set forth in the Agreement and shall not be deemed to create any independent basis for liability beyond that which exists under the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.
MERIDIAN SURGICAL TECHNOLOGIES, INC.
By: ________
Name: Dr. Marcus Ellsworth
Title: Chief Executive Officer
Date: October 31, 2024
MERIDIAN SURGICAL TECHNOLOGIES, INC.
By: ________
Name: David Hensley
Title: Chief Financial Officer
Date: October 31, 2024
ATTACHMENT AND CROSS-REFERENCE
This Certificate is delivered together with, and forms a part of, the closing deliverables required to be delivered by the Company and/or the Sellers to Buyer under Article VIII of the Stock Purchase Agreement, dated as of August 20, 2024. The other closing deliverables being delivered concurrently herewith include, without limitation, the following:
(a) the Secretary's Certificate of the Company, executed by the Secretary of the Company, certifying as to the Company's certificate of incorporation, bylaws, and resolutions of the Board of Directors and stockholders authorizing the transactions contemplated by the Agreement;
(b) a certificate of good standing (or equivalent certificate) for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date;
(c) a certificate of good standing (or equivalent certificate) for the Company issued by the Pennsylvania Department of State, dated no earlier than five (5) business days prior to the Closing Date;
(d) FIRPTA certificates in the form required by Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations Section 1.1445-2(b), executed by the Company and each Seller, as applicable;
(e) stock certificates representing all of the outstanding shares of Common Stock of the Company, duly endorsed in blank or accompanied by duly executed stock powers;
(f) payoff letters and lien releases with respect to any outstanding indebtedness of the Company being repaid at the Closing;
(g) evidence of the receipt of all required third-party consents, including the consent of Titanium Precision Components, Inc. and the notice to OrthoLink Distribution, LLC, as referenced in Section 3.1(e) of this Certificate;
(h) executed counterparts of the escrow agreement with the designated escrow agent;
(i) resignations of the directors and officers of the Company as requested by Buyer; and
(j) such other certificates, instruments, agreements, and documents as are required to be delivered by the Company and/or the Sellers under the Agreement at or prior to the Closing.
All defined terms used but not otherwise defined in this Certificate have the respective meanings ascribed to such terms in the Stock Purchase Agreement, dated as of August 20, 2024, by and among Solstice Biomedical, Inc., Meridian Surgical Technologies, Inc., the Sellers party thereto, and Dr. Marcus Ellsworth, as Sellers' Representative.
CONFIDENTIAL — This Officer's Certificate and the information contained herein are confidential and are subject to the confidentiality provisions of the Stock Purchase Agreement. This document shall not be disclosed to any third party except as permitted under the Agreement or as required by applicable law.

OFFICER'S CERTIFICATE OF MERIDIAN SURGICAL TECHNOLOGIES, INC.

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MERIDIAN SURGICAL TECHNOLOGIES, INC.

MERIDIAN SURGICAL TECHNOLOGIES, INC.

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