1037-00006 · Solstice Biomedical Devices Ltd · Closing

secretary-certificate-meridian.docx DOCUMENT M&A / Corporate

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SECRETARY'S CERTIFICATE

MERIDIAN SURGICAL TECHNOLOGIES, INC.

Delivered Pursuant to Section 8.2(d) of the Stock Purchase Agreement dated August 20, 2024

October 31, 2024

This Secretary's Certificate (this "Certificate") is delivered in connection with the Stock Purchase Agreement, dated as of August 20, 2024 (the "Agreement"), by and among Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the stockholders of the Company listed on the signature pages thereto (each, a "Seller" and collectively, the "Sellers"), and Dr. Marcus Ellsworth, in his capacity as the representative of the Sellers (the "Sellers' Representative"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

1. CERTIFYING OFFICER IDENTIFICATION AND AUTHORITY

The undersigned, David Hensley, hereby certifies that he is the duly elected, qualified, and acting Chief Financial Officer of Meridian Surgical Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). The Company's principal executive office is located at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406. The Company is incorporated in the State of Delaware under Delaware Secretary of State File Number 5819734, and its federal Employer Identification Number is 84-3192057.

The Company does not have a separately titled "Secretary" among its current officers. Pursuant to a resolution of the Board of Directors of the Company (the "Board") duly adopted by unanimous written consent effective as of August 19, 2024, the undersigned, in his capacity as Chief Financial Officer, has been designated and authorized by the Board to perform the functions of the Secretary of the Company and to execute and deliver this Certificate in that capacity. All references herein to the undersigned acting "as Secretary" or in the capacity of "Secretary" shall be understood in reference to such designation and authorization by the Board.

This Certificate is delivered at the Closing on October 31, 2024, pursuant to and in satisfaction of the closing conditions set forth in Section 8.2(d) of the Agreement, which requires the delivery to Buyer of a certificate of the Secretary (or equivalent officer) of the Company certifying certain organizational documents, resolutions, and incumbency matters. The undersigned has personal knowledge of the matters certified herein and has reviewed the corporate records, minute books, and other files maintained by or on behalf of the Company in connection with the preparation and delivery of this Certificate.

2. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

2.1 Certificate of Incorporation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended to date (collectively, the "Charter"), as currently on file with the Secretary of State of the State of Delaware. The Charter includes the original Certificate of Incorporation of Meridian Surgical Technologies, Inc. filed with the Secretary of State of the State of Delaware on March 14, 2017, as amended by that certain Certificate of Amendment filed on June 9, 2019. The Charter reflects, among other things, that the name of the Company is "Meridian Surgical Technologies, Inc.," that the authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share, and that no shares of preferred stock are authorized, and that the Company's Delaware Secretary of State File Number is 5819734.

The Charter has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached as part of Exhibit A, and no proceedings for any such amendment, restatement, supplementation, or other modification of the Charter are pending or, to the knowledge of the undersigned, contemplated. No certificate of dissolution, certificate of merger, or other certificate effecting any change in the existence or organizational structure of the Company has been filed with the Secretary of State of the State of Delaware since the filing of the most recent amendment referenced above.

2.2 Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as amended and restated to date (the "Bylaws"), which Bylaws are currently in full force and effect as of the date hereof. The Bylaws were originally adopted by the Board on March 14, 2017, and were most recently amended by resolution of the Board effective as of June 9, 2019.

The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment, and no proceedings for any such amendment, restatement, supplementation, or other modification of the Bylaws are pending or, to the knowledge of the undersigned, contemplated.

3. CERTIFICATION OF BOARD RESOLUTIONS

3.1 Resolutions Authorizing the Transaction

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company by unanimous written consent, effective as of August 19, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company. All directors entitled to vote on the matters addressed by the Resolutions executed or otherwise consented to such unanimous written consent.

The Board of Directors of the Company at the time of adoption of the Resolutions consisted of the following five (5) members, each of whom duly executed the unanimous written consent:

(i) Dr. Marcus Ellsworth — Director and Chairman of the Board;

(ii) Catherine Pryor — Director;

(iii) Gregory Ashford — Director (designated by Pennfield Growth Partners, LP pursuant to the Stockholders' Agreement dated June 9, 2019);

(iv) Diana Whitfield — Director (designated by Pennfield Growth Partners, LP pursuant to the Stockholders' Agreement dated June 9, 2019); and

(v) Dr. Eleanor Vickers — Independent Director.

In addition, Samuel Nakamura served as a Board Observer on behalf of Arch Hill Ventures Fund II, LLC pursuant to Section 3.4 of the Stockholders' Agreement dated June 9, 2019. Mr. Nakamura was a non-voting observer and did not execute the unanimous written consent; however, Mr. Nakamura was provided notice of, and had the opportunity to review, the Resolutions in accordance with his observer rights.

The Resolutions, among other things, authorized and approved the following actions:

(a) The execution, delivery, and performance by the Company of the Stock Purchase Agreement dated as of August 20, 2024, by and among Solstice Biomedical, Inc., the Company, the Sellers, and Dr. Marcus Ellsworth, as Sellers' Representative, and all ancillary agreements, instruments, certificates, and other documents contemplated thereby or executed in connection therewith (collectively, the "Transaction Documents"), including without limitation the Escrow Agreement, the Transition Services Agreement, the intellectual Property Assignment Agreement, and each other agreement or instrument required to be executed by the Company at or prior to the Closing;

(b) The consummation of the transactions contemplated by the Agreement, including the sale by the Sellers of one hundred percent (100%) of the issued and outstanding shares of common stock of the Company to Buyer, and the cancellation of all vested and outstanding stock options of the Company, in each case on the terms and subject to the conditions set forth in the Agreement;

(c) The base purchase price of Two Hundred Twenty Million Dollars ($220,000,000), subject to adjustment as set forth in the Agreement, and the earnout consideration of up to Thirty-Five Million Dollars ($35,000,000) payable in accordance with Article III of the Agreement, which earnout payments are tied to the achievement of certain milestones relating to the receipt of clearance under Section 510(k) of the Federal Food, Drug, and Cosmetic Act from the United States Food and Drug Administration for the Company's ArthroNav robotic-assisted surgical navigation platform (the "ArthroNav Platform");

(d) The making of a joint election with Buyer under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and any corresponding elections under applicable state and local Tax laws, with respect to the purchase and sale of the Company's stock as contemplated by the Agreement;

(e) The appointment of Dr. Marcus Ellsworth as the Sellers' Representative, to act on behalf of the Sellers in connection with the Agreement and the transactions contemplated thereby, including with respect to the administration of the escrow, earnout determinations, purchase price adjustments, and any indemnification claims;

(f) The execution and delivery by the Company of the Escrow Agreement with Keystone Escrow Services, Inc., as escrow agent, and Buyer, providing for the establishment and administration of the indemnification escrow fund and the adjustment escrow fund in accordance with the terms of the Agreement;

(g) The authorization of the officers of the Company to execute and deliver all closing deliverables, certificates, instruments, documents, and agreements as may be necessary, appropriate, or advisable to effectuate and consummate the transactions contemplated by the Agreement and to carry out the purposes and intent of the Resolutions;

(h) The payoff in full and termination of the existing revolving credit facility maintained by the Company with Ironclad Commercial Lending, LLC, pursuant to that certain Loan and Security Agreement dated as of October 22, 2021, as amended, in the aggregate payoff amount of Seven Million Three Hundred Forty-One Thousand Eight Hundred Twenty-Two Dollars and Sixteen Cents ($7,341,822.16), calculated as of the anticipated Closing Date, and the receipt of a customary payoff letter and lien release documentation in connection therewith; and

(i) The authorization of each officer of the Company to take any and all further actions, and to execute and deliver any and all further agreements, instruments, certificates, and other documents, in the name of and on behalf of the Company, as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing Resolutions, the execution and delivery of any such agreement, instrument, certificate, or document by any such officer to be conclusive evidence of such officer's determination that the same was necessary, appropriate, or advisable.

The undersigned further certifies that the Resolutions have not been rescinded, amended, revoked, superseded, or modified in any respect and remain in full force and effect as of the date hereof. No other or further resolutions have been adopted by the Board of Directors of the Company that would in any way limit, restrict, impair, or otherwise affect the authority granted to the officers of the Company under the Resolutions.

3.2 No Further Approvals Required

The undersigned hereby certifies that, taking into account the Resolutions and the structure of the transactions contemplated by the Agreement (which are structured as a purchase and sale of the outstanding shares of common stock of the Company by the individual Sellers, and not as a merger, sale of assets, or other transaction requiring Company-level stockholder approval under the Delaware General Corporation Law), no further corporate action, approval, authorization, or consent on the part of the Board of Directors or the stockholders of the Company is necessary or required to authorize the execution, delivery, and performance by the Company of the Agreement and the other Transaction Documents or the consummation of the transactions contemplated thereby. The Board of Directors has duly authorized all corporate actions required of the Company in connection with the Closing, and no other corporate proceedings on the part of the Company are necessary to authorize any of the foregoing.

4. CERTIFICATION OF INCUMBENCY OF OFFICERS

The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such individual held the office set forth opposite his or her name on August 20, 2024 (the date of execution of the Agreement) and continues to hold such office as of the Closing Date, October 31, 2024.

Each of the foregoing officers is duly authorized, pursuant to the Resolutions and the Bylaws of the Company, to execute and deliver documents, agreements, instruments, certificates, and other deliverables on behalf of the Company in connection with the transactions contemplated by the Agreement, and any document, agreement, instrument, certificate, or other deliverable so executed and delivered by any such officer shall be the valid and binding obligation of the Company enforceable in accordance with its terms.

5. CERTIFICATION OF GOOD STANDING

The undersigned hereby certifies that the Company is validly existing and in good standing under the laws of the State of Delaware, its jurisdiction of incorporation, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit D-1 and which is dated on or about October 25, 2024.

The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation and is in good standing in the Commonwealth of Pennsylvania, the jurisdiction in which the Company's principal executive office is located and in which the Company conducts a material portion of its business operations, as evidenced by the Certificate of Good Standing/Subsistence issued by the Pennsylvania Department of State, a copy of which is attached hereto as Exhibit D-2 and which is dated on or about October 28, 2024.

6. CERTIFICATION REGARDING NO DISSOLUTION OR INSOLVENCY

The undersigned hereby certifies that, as of the date hereof:

(a) No proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened;

(b) No petition in bankruptcy, petition for reorganization, or petition for arrangement under any federal or state bankruptcy, insolvency, receivership, or similar law has been filed by or, to the knowledge of the undersigned, against the Company, and no such filing is contemplated or threatened;

(c) No receiver, trustee, custodian, liquidator, or similar official or fiduciary has been appointed for the Company or for any material portion of its assets or properties, and no such appointment is pending, contemplated, or, to the knowledge of the undersigned, threatened; and

(d) The Company has not made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they become due, or taken any corporate action in furtherance of any of the foregoing.

7. CERTIFICATION REGARDING CAPITALIZATION

The undersigned hereby certifies that, as of immediately prior to the Closing on the date hereof:

(a) The authorized capital stock of the Company consists solely of 10,000,000 shares of common stock, par value $0.001 per share. No shares of preferred stock or any other class or series of capital stock are authorized;

(b) Of the authorized shares of common stock, 7,450,000 shares are issued and outstanding. All such issued and outstanding shares have been duly authorized, validly issued, fully paid, and nonassessable, and were issued in compliance with all applicable federal and state securities laws;

(c) 550,000 shares of common stock are reserved for issuance under the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan (the "Plan"). As of the date hereof, all 550,000 of such reserved shares are subject to vested and outstanding stock options granted under the Plan, with a weighted-average exercise price of $4.80 per share. All such options shall be cancelled at the Closing in exchange for the option cancellation payments to be made in accordance with Section 2.3 of the Agreement; and

(d) Other than the stock options described in clause (c) above, there are no outstanding options, warrants, rights of conversion, rights of exchange, subscriptions, calls, puts, rights of first offer, rights of first refusal, convertible or exchangeable securities, or other rights, agreements, arrangements, or commitments of any character relating to the capital stock of the Company or obligating the Company to issue, sell, repurchase, redeem, or otherwise acquire or dispose of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

8. ATTESTATION AND SIGNATURE

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of October 31, 2024, on behalf of Meridian Surgical Technologies, Inc.

MERIDIAN SURGICAL TECHNOLOGIES, INC.

By: ________

Name: David Hensley

Title: Chief Financial Officer, acting as Secretary

Date: October 31, 2024

9. COUNTER-CERTIFICATION

The undersigned, Dr. Marcus Ellsworth, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Meridian Surgical Technologies, Inc., a Delaware corporation. The undersigned further certifies that David Hensley is the duly elected, qualified, and acting Chief Financial Officer of the Company; that Mr. Hensley has been duly authorized by the Board of Directors of the Company to perform the functions of Secretary and to execute and deliver the foregoing Secretary's Certificate in that capacity; and that the signature of David Hensley set forth above on this Certificate is his true and genuine signature.

MERIDIAN SURGICAL TECHNOLOGIES, INC.

By: ________

Name: Dr. Marcus Ellsworth

Title: Chief Executive Officer

Date: October 31, 2024

EXHIBIT A

Certificate of Incorporation of Meridian Surgical Technologies, Inc. (as amended to date)

[Attached — Certificate of Incorporation of Meridian Surgical Technologies, Inc., including the original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 14, 2017 (Delaware File Number: 5819734) and the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 9, 2019.]

EXHIBIT B

Bylaws of Meridian Surgical Technologies, Inc. (as amended and currently in effect)

[Attached — Bylaws of Meridian Surgical Technologies, Inc., as originally adopted on March 14, 2017 and as amended effective June 9, 2019, currently in full force and effect.]

EXHIBIT C

Unanimous Written Consent of the Board of Directors of Meridian Surgical Technologies, Inc. (effective as of August 19, 2024)

[Attached — Unanimous Written Consent of the Board of Directors of Meridian Surgical Technologies, Inc., effective as of August 19, 2024, authorizing and approving, among other things: (i) the Stock Purchase Agreement dated as of August 20, 2024, with Solstice Biomedical, Inc.; (ii) the authorization of the officers of the Company to execute and deliver all Transaction Documents and closing deliverables; (iii) the approval of the joint Section 338(h)(10) election with Buyer; (iv) the appointment of Dr. Marcus Ellsworth as Sellers' Representative; (v) the payoff and termination of the revolving credit facility with Ironclad Commercial Lending, LLC in the aggregate payoff amount of $7,341,822.16; (vi) the execution and delivery of the Escrow Agreement with Keystone Escrow Services, Inc. and Buyer; and (vii) the omnibus authorization for all further actions necessary or advisable to consummate the transactions contemplated by the Agreement.]

EXHIBIT D-1

Certificate of Good Standing State of Delaware

[Attached — Certificate of Good Standing for Meridian Surgical Technologies, Inc. (Delaware File Number: 5819734) issued by the Secretary of State of the State of Delaware, dated October 25, 2024.]

EXHIBIT D-2

Certificate of Good Standing / Subsistence Commonwealth of Pennsylvania

[Attached — Certificate of Good Standing/Subsistence for Meridian Surgical Technologies, Inc. issued by the Pennsylvania Department of State, dated October 28, 2024.]

Name	Title	Signature
Dr. Marcus Ellsworth	Chief Executive Officer	________
Catherine Pryor	President and Chief Operating Officer	________
David Hensley	Chief Financial Officer	________

SECRETARY'S CERTIFICATE
OF
MERIDIAN SURGICAL TECHNOLOGIES, INC.
Delivered Pursuant to Section 8.2(d) of the Stock Purchase Agreement dated August 20, 2024
October 31, 2024
This Secretary's Certificate (this "Certificate") is delivered in connection with the Stock Purchase Agreement, dated as of August 20, 2024 (the "Agreement"), by and among Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the stockholders of the Company listed on the signature pages thereto (each, a "Seller" and collectively, the "Sellers"), and Dr. Marcus Ellsworth, in his capacity as the representative of the Sellers (the "Sellers' Representative"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
1. CERTIFYING OFFICER IDENTIFICATION AND AUTHORITY
The undersigned, David Hensley, hereby certifies that he is the duly elected, qualified, and acting Chief Financial Officer of Meridian Surgical Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). The Company's principal executive office is located at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406. The Company is incorporated in the State of Delaware under Delaware Secretary of State File Number 5819734, and its federal Employer Identification Number is 84-3192057.
The Company does not have a separately titled "Secretary" among its current officers. Pursuant to a resolution of the Board of Directors of the Company (the "Board") duly adopted by unanimous written consent effective as of August 19, 2024, the undersigned, in his capacity as Chief Financial Officer, has been designated and authorized by the Board to perform the functions of the Secretary of the Company and to execute and deliver this Certificate in that capacity. All references herein to the undersigned acting "as Secretary" or in the capacity of "Secretary" shall be understood in reference to such designation and authorization by the Board.
This Certificate is delivered at the Closing on October 31, 2024, pursuant to and in satisfaction of the closing conditions set forth in Section 8.2(d) of the Agreement, which requires the delivery to Buyer of a certificate of the Secretary (or equivalent officer) of the Company certifying certain organizational documents, resolutions, and incumbency matters. The undersigned has personal knowledge of the matters certified herein and has reviewed the corporate records, minute books, and other files maintained by or on behalf of the Company in connection with the preparation and delivery of this Certificate.
2. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
2.1 Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended to date (collectively, the "Charter"), as currently on file with the Secretary of State of the State of Delaware. The Charter includes the original Certificate of Incorporation of Meridian Surgical Technologies, Inc. filed with the Secretary of State of the State of Delaware on March 14, 2017, as amended by that certain Certificate of Amendment filed on June 9, 2019. The Charter reflects, among other things, that the name of the Company is "Meridian Surgical Technologies, Inc.," that the authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share, and that no shares of preferred stock are authorized, and that the Company's Delaware Secretary of State File Number is 5819734.
The Charter has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached as part of Exhibit A, and no proceedings for any such amendment, restatement, supplementation, or other modification of the Charter are pending or, to the knowledge of the undersigned, contemplated. No certificate of dissolution, certificate of merger, or other certificate effecting any change in the existence or organizational structure of the Company has been filed with the Secretary of State of the State of Delaware since the filing of the most recent amendment referenced above.
2.2 Bylaws.  The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as amended and restated to date (the "Bylaws"), which Bylaws are currently in full force and effect as of the date hereof. The Bylaws were originally adopted by the Board on March 14, 2017, and were most recently amended by resolution of the Board effective as of June 9, 2019.
The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment, and no proceedings for any such amendment, restatement, supplementation, or other modification of the Bylaws are pending or, to the knowledge of the undersigned, contemplated.
3. CERTIFICATION OF BOARD RESOLUTIONS
3.1 Resolutions Authorizing the Transaction
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company by unanimous written consent, effective as of August 19, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company. All directors entitled to vote on the matters addressed by the Resolutions executed or otherwise consented to such unanimous written consent.
The Board of Directors of the Company at the time of adoption of the Resolutions consisted of the following five (5) members, each of whom duly executed the unanimous written consent:
(i) Dr. Marcus Ellsworth — Director and Chairman of the Board;
(ii) Catherine Pryor — Director;
(iii) Gregory Ashford — Director (designated by Pennfield Growth Partners, LP pursuant to the Stockholders' Agreement dated June 9, 2019);
(iv) Diana Whitfield — Director (designated by Pennfield Growth Partners, LP pursuant to the Stockholders' Agreement dated June 9, 2019); and
(v) Dr. Eleanor Vickers — Independent Director.
In addition, Samuel Nakamura served as a Board Observer on behalf of Arch Hill Ventures Fund II, LLC pursuant to Section 3.4 of the Stockholders' Agreement dated June 9, 2019. Mr. Nakamura was a non-voting observer and did not execute the unanimous written consent; however, Mr. Nakamura was provided notice of, and had the opportunity to review, the Resolutions in accordance with his observer rights.
The Resolutions, among other things, authorized and approved the following actions:
(a) The execution, delivery, and performance by the Company of the Stock Purchase Agreement dated as of August 20, 2024, by and among Solstice Biomedical, Inc., the Company, the Sellers, and Dr. Marcus Ellsworth, as Sellers' Representative, and all ancillary agreements, instruments, certificates, and other documents contemplated thereby or executed in connection therewith (collectively, the "Transaction Documents"), including without limitation the Escrow Agreement, the Transition Services Agreement, the intellectual Property Assignment Agreement, and each other agreement or instrument required to be executed by the Company at or prior to the Closing;
(b) The consummation of the transactions contemplated by the Agreement, including the sale by the Sellers of one hundred percent (100%) of the issued and outstanding shares of common stock of the Company to Buyer, and the cancellation of all vested and outstanding stock options of the Company, in each case on the terms and subject to the conditions set forth in the Agreement;
(c) The base purchase price of Two Hundred Twenty Million Dollars ($220,000,000), subject to adjustment as set forth in the Agreement, and the earnout consideration of up to Thirty-Five Million Dollars ($35,000,000) payable in accordance with Article III of the Agreement, which earnout payments are tied to the achievement of certain milestones relating to the receipt of clearance under Section 510(k) of the Federal Food, Drug, and Cosmetic Act from the United States Food and Drug Administration for the Company's ArthroNav robotic-assisted surgical navigation platform (the "ArthroNav Platform");
(d) The making of a joint election with Buyer under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and any corresponding elections under applicable state and local Tax laws, with respect to the purchase and sale of the Company's stock as contemplated by the Agreement;
(e) The appointment of Dr. Marcus Ellsworth as the Sellers' Representative, to act on behalf of the Sellers in connection with the Agreement and the transactions contemplated thereby, including with respect to the administration of the escrow, earnout determinations, purchase price adjustments, and any indemnification claims;
(f) The execution and delivery by the Company of the Escrow Agreement with Keystone Escrow Services, Inc., as escrow agent, and Buyer, providing for the establishment and administration of the indemnification escrow fund and the adjustment escrow fund in accordance with the terms of the Agreement;
(g) The authorization of the officers of the Company to execute and deliver all closing deliverables, certificates, instruments, documents, and agreements as may be necessary, appropriate, or advisable to effectuate and consummate the transactions contemplated by the Agreement and to carry out the purposes and intent of the Resolutions;
(h) The payoff in full and termination of the existing revolving credit facility maintained by the Company with Ironclad Commercial Lending, LLC, pursuant to that certain Loan and Security Agreement dated as of October 22, 2021, as amended, in the aggregate payoff amount of Seven Million Three Hundred Forty-One Thousand Eight Hundred Twenty-Two Dollars and Sixteen Cents ($7,341,822.16), calculated as of the anticipated Closing Date, and the receipt of a customary payoff letter and lien release documentation in connection therewith; and
(i) The authorization of each officer of the Company to take any and all further actions, and to execute and deliver any and all further agreements, instruments, certificates, and other documents, in the name of and on behalf of the Company, as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing Resolutions, the execution and delivery of any such agreement, instrument, certificate, or document by any such officer to be conclusive evidence of such officer's determination that the same was necessary, appropriate, or advisable.
The undersigned further certifies that the Resolutions have not been rescinded, amended, revoked, superseded, or modified in any respect and remain in full force and effect as of the date hereof. No other or further resolutions have been adopted by the Board of Directors of the Company that would in any way limit, restrict, impair, or otherwise affect the authority granted to the officers of the Company under the Resolutions.
3.2 No Further Approvals Required
The undersigned hereby certifies that, taking into account the Resolutions and the structure of the transactions contemplated by the Agreement (which are structured as a purchase and sale of the outstanding shares of common stock of the Company by the individual Sellers, and not as a merger, sale of assets, or other transaction requiring Company-level stockholder approval under the Delaware General Corporation Law), no further corporate action, approval, authorization, or consent on the part of the Board of Directors or the stockholders of the Company is necessary or required to authorize the execution, delivery, and performance by the Company of the Agreement and the other Transaction Documents or the consummation of the transactions contemplated thereby. The Board of Directors has duly authorized all corporate actions required of the Company in connection with the Closing, and no other corporate proceedings on the part of the Company are necessary to authorize any of the foregoing.
4. CERTIFICATION OF INCUMBENCY OF OFFICERS
The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such individual held the office set forth opposite his or her name on August 20, 2024 (the date of execution of the Agreement) and continues to hold such office as of the Closing Date, October 31, 2024.
Each of the foregoing officers is duly authorized, pursuant to the Resolutions and the Bylaws of the Company, to execute and deliver documents, agreements, instruments, certificates, and other deliverables on behalf of the Company in connection with the transactions contemplated by the Agreement, and any document, agreement, instrument, certificate, or other deliverable so executed and delivered by any such officer shall be the valid and binding obligation of the Company enforceable in accordance with its terms.
5. CERTIFICATION OF GOOD STANDING
The undersigned hereby certifies that the Company is validly existing and in good standing under the laws of the State of Delaware, its jurisdiction of incorporation, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit D-1 and which is dated on or about October 25, 2024.
The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation and is in good standing in the Commonwealth of Pennsylvania, the jurisdiction in which the Company's principal executive office is located and in which the Company conducts a material portion of its business operations, as evidenced by the Certificate of Good Standing/Subsistence issued by the Pennsylvania Department of State, a copy of which is attached hereto as Exhibit D-2 and which is dated on or about October 28, 2024.
6. CERTIFICATION REGARDING NO DISSOLUTION OR INSOLVENCY
The undersigned hereby certifies that, as of the date hereof:
(a) No proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened;
(b) No petition in bankruptcy, petition for reorganization, or petition for arrangement under any federal or state bankruptcy, insolvency, receivership, or similar law has been filed by or, to the knowledge of the undersigned, against the Company, and no such filing is contemplated or threatened;
(c) No receiver, trustee, custodian, liquidator, or similar official or fiduciary has been appointed for the Company or for any material portion of its assets or properties, and no such appointment is pending, contemplated, or, to the knowledge of the undersigned, threatened; and
(d) The Company has not made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they become due, or taken any corporate action in furtherance of any of the foregoing.
7. CERTIFICATION REGARDING CAPITALIZATION
The undersigned hereby certifies that, as of immediately prior to the Closing on the date hereof:
(a) The authorized capital stock of the Company consists solely of 10,000,000 shares of common stock, par value $0.001 per share. No shares of preferred stock or any other class or series of capital stock are authorized;
(b) Of the authorized shares of common stock, 7,450,000 shares are issued and outstanding. All such issued and outstanding shares have been duly authorized, validly issued, fully paid, and nonassessable, and were issued in compliance with all applicable federal and state securities laws;
(c) 550,000 shares of common stock are reserved for issuance under the Meridian Surgical Technologies, Inc. 2019 Equity Incentive Plan (the "Plan"). As of the date hereof, all 550,000 of such reserved shares are subject to vested and outstanding stock options granted under the Plan, with a weighted-average exercise price of $4.80 per share. All such options shall be cancelled at the Closing in exchange for the option cancellation payments to be made in accordance with Section 2.3 of the Agreement; and
(d) Other than the stock options described in clause (c) above, there are no outstanding options, warrants, rights of conversion, rights of exchange, subscriptions, calls, puts, rights of first offer, rights of first refusal, convertible or exchangeable securities, or other rights, agreements, arrangements, or commitments of any character relating to the capital stock of the Company or obligating the Company to issue, sell, repurchase, redeem, or otherwise acquire or dispose of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.
8. ATTESTATION AND SIGNATURE
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of October 31, 2024, on behalf of Meridian Surgical Technologies, Inc.
MERIDIAN SURGICAL TECHNOLOGIES, INC.
By: ________
Name: David Hensley
Title: Chief Financial Officer, acting as Secretary
Date: October 31, 2024
9. COUNTER-CERTIFICATION
The undersigned, Dr. Marcus Ellsworth, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Meridian Surgical Technologies, Inc., a Delaware corporation. The undersigned further certifies that David Hensley is the duly elected, qualified, and acting Chief Financial Officer of the Company; that Mr. Hensley has been duly authorized by the Board of Directors of the Company to perform the functions of Secretary and to execute and deliver the foregoing Secretary's Certificate in that capacity; and that the signature of David Hensley set forth above on this Certificate is his true and genuine signature.
MERIDIAN SURGICAL TECHNOLOGIES, INC.
By: ________
Name: Dr. Marcus Ellsworth
Title: Chief Executive Officer
Date: October 31, 2024
EXHIBIT A
Certificate of Incorporation of Meridian Surgical Technologies, Inc. (as amended to date)
[Attached — Certificate of Incorporation of Meridian Surgical Technologies, Inc., including the original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 14, 2017 (Delaware File Number: 5819734) and the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 9, 2019.]
EXHIBIT B
Bylaws of Meridian Surgical Technologies, Inc. (as amended and currently in effect)
[Attached — Bylaws of Meridian Surgical Technologies, Inc., as originally adopted on March 14, 2017 and as amended effective June 9, 2019, currently in full force and effect.]
EXHIBIT C
Unanimous Written Consent of the Board of Directors of Meridian Surgical Technologies, Inc. (effective as of August 19, 2024)
[Attached — Unanimous Written Consent of the Board of Directors of Meridian Surgical Technologies, Inc., effective as of August 19, 2024, authorizing and approving, among other things: (i) the Stock Purchase Agreement dated as of August 20, 2024, with Solstice Biomedical, Inc.; (ii) the authorization of the officers of the Company to execute and deliver all Transaction Documents and closing deliverables; (iii) the approval of the joint Section 338(h)(10) election with Buyer; (iv) the appointment of Dr. Marcus Ellsworth as Sellers' Representative; (v) the payoff and termination of the revolving credit facility with Ironclad Commercial Lending, LLC in the aggregate payoff amount of $7,341,822.16; (vi) the execution and delivery of the Escrow Agreement with Keystone Escrow Services, Inc. and Buyer; and (vii) the omnibus authorization for all further actions necessary or advisable to consummate the transactions contemplated by the Agreement.]
EXHIBIT D-1
Certificate of Good Standing State of Delaware
[Attached — Certificate of Good Standing for Meridian Surgical Technologies, Inc. (Delaware File Number: 5819734) issued by the Secretary of State of the State of Delaware, dated October 25, 2024.]
EXHIBIT D-2
Certificate of Good Standing / Subsistence Commonwealth of Pennsylvania
[Attached — Certificate of Good Standing/Subsistence for Meridian Surgical Technologies, Inc. issued by the Pennsylvania Department of State, dated October 28, 2024.]
Name | Title | Signature
Dr. Marcus Ellsworth | Chief Executive Officer | ________
Catherine Pryor | President and Chief Operating Officer | ________
David Hensley | Chief Financial Officer | ________

SECRETARY'S CERTIFICATE

MERIDIAN SURGICAL TECHNOLOGIES, INC.

MERIDIAN SURGICAL TECHNOLOGIES, INC.

MERIDIAN SURGICAL TECHNOLOGIES, INC.

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D-1

EXHIBIT D-2

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