1037-00006 · Solstice Biomedical Devices Ltd · Closing

secretary-certificate-solstice-biomedical-inc.docx DOCUMENT M&A / Corporate

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SECRETARY'S CERTIFICATE

SOLSTICE BIOMEDICAL, INC.

Delivered Pursuant to Section 7.2(d) of the Stock Purchase Agreement

October 31, 2024

Reference is made to that certain Stock Purchase Agreement, dated as of August 20, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Solstice Biomedical, Inc., a Delaware corporation (the "Company" or the "Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Target"), the several sellers identified on the signature pages thereto (each, a "Seller" and collectively, the "Sellers"), and Dr. Marcus Ellsworth, solely in his capacity as the representative of the Sellers (the "Sellers' Representative").

The undersigned, Patrick Lennox, hereby certifies that he is the duly elected, qualified, and acting Secretary of Solstice Biomedical, Inc., a corporation duly organized and existing under the laws of the State of Delaware. The Company was incorporated on April 22, 2024, and has been assigned Delaware File Number 7203841 by the Secretary of State of the State of Delaware. The Company's federal Employer Identification Number is 93-4017625. The Company's registered office in the State of Delaware is located c/o Capitol Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and the Company's principal executive office is located at 1200 Innovation Drive, Suite 400, Wilmington, Delaware 19801.

The Company is a wholly owned subsidiary of Solstice Biomedical Devices Ltd., an Irish private limited company (Companies Registration Office Number 648217), with its registered office at Solstice House, 14 Fitzwilliam Place, Dublin 2, D02 YF82, Ireland ("Parent"). All of the issued and outstanding shares of common stock of the Company are held of record and beneficially by Parent.

This Secretary's Certificate (this "Certificate") is delivered by the undersigned in his capacity as Secretary of the Company in connection with the closing (the "Closing") of the transactions contemplated by the Agreement, including, without limitation, the acquisition by the Company of one hundred percent (100%) of the outstanding shares of common stock and all vested options of Meridian Surgical Technologies, Inc. (Delaware File Number 5819734), on the terms and subject to the conditions set forth in the Agreement.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

In connection with the foregoing, and in my capacity as Secretary of the Company, I hereby certify to the Sellers, the Sellers' Representative, and such other Persons as are entitled to rely upon this Certificate pursuant to the terms of the Agreement, as follows:

Section 1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company (the "Charter"), as filed with the Secretary of State of the State of Delaware on April 22, 2024. The Charter has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing with the Secretary of State of the State of Delaware, and the Charter remains in full force and effect as of the date hereof.

Without limiting the generality of the foregoing, I hereby certify the following with respect to the Charter:

(a) The total authorized capital stock of the Company consists of one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock").

(b) As of the date hereof, one thousand (1,000) shares of Common Stock are issued and outstanding, all of which are held of record and beneficially by Solstice Biomedical Devices Ltd. No other shares of capital stock of any class or series are authorized, issued, or outstanding, and no options, warrants, convertible securities, or other rights to acquire shares of capital stock of the Company are authorized, issued, or outstanding.

(c) The registered agent of the Company in the State of Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

No proceeding to amend, restate, or otherwise modify the Charter is pending or, to the best of my knowledge, contemplated as of the date hereof.

Section 2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company (the "Bylaws"), as adopted by the sole incorporator of the Company in connection with the organization of the Company and in effect as of the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their original adoption, and the Bylaws remain in full force and effect as of the date hereof. No proceeding to amend, restate, or otherwise modify the Bylaws is pending or, to the best of my knowledge, contemplated as of the date hereof.

Section 3. Board Resolutions Authorizing the Transaction

Attached hereto as Exhibit C is a true, correct, and complete copy of certain resolutions (the "Board Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company in lieu of a meeting, effective as of August 18, 2024, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Charter and Bylaws of the Company. The Board Resolutions have not been amended, modified, rescinded, or revoked in any respect, and the Board Resolutions remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company that modify, conflict with, or in any way limit the authority granted by the Board Resolutions.

Without limiting the generality of the foregoing, and for the convenience of the parties relying upon this Certificate, the Board Resolutions authorize and approve, among other things, the following:

(a) Approval of the Stock Purchase Agreement and Ancillary Agreements. The authorization and approval of the Company's entry into, execution, and delivery of the Stock Purchase Agreement, dated as of August 20, 2024, among the Company, the Target, the Sellers, and the Sellers' Representative, together with all ancillary agreements, instruments, certificates, schedules, exhibits, and documents contemplated thereby or executed in connection therewith (collectively, the "Transaction Documents"), including, without limitation, all closing certificates, officer's certificates, and secretary's certificates required to be delivered by the Company at or prior to the Closing.

(b) Consummation of the Acquisition. The authorization to consummate the acquisition by the Company of one hundred percent (100%) of the outstanding shares of common stock and all vested options of Meridian Surgical Technologies, Inc. (the "Acquisition") for an aggregate base purchase price of Two Hundred Twenty Million Dollars ($220,000,000), subject to (i) the Escrow Holdback, (ii) the Net Working Capital adjustment (whether upward or downward) as calculated in accordance with Article II of the Agreement, (iii) deductions for the Sellers' Transaction Expenses, and (iv) the repayment at Closing of all outstanding indebtedness under the Target's existing credit facility with Ironclad Capital Finance, LLC (the "Ironclad Payoff"), plus an earnout of up to Thirty-Five Million Dollars ($35,000,000) (the "Earnout Consideration"), payable upon the achievement of specified FDA 510(k) regulatory clearance milestones for the Target's ArthroNav surgical navigation platform, all as more particularly set forth in Article II and Article IX of the Agreement.

(c) Escrow Agreement. The authorization of the Company's entry into and execution of the Escrow Agreement (the "Escrow Agreement") with Keystone Escrow Services, Inc., as escrow agent, and Dr. Marcus Ellsworth, solely in his capacity as Sellers' Representative, providing for (i) the deposit of the Indemnity Escrow Amount in the aggregate sum of Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) into the Indemnity Escrow Account, and (ii) the deposit of the Earnout Escrow Reserve in the aggregate sum of Two Million Five Hundred Thousand Dollars ($2,500,000) into the Earnout Escrow Account, each to be held, invested, and released in accordance with the terms of the Escrow Agreement.

(d) Section 338(h)(10) Election. The authorization of the Company to make a joint election with the Sellers under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding or similar elections under applicable state or local Tax law, to treat the stock purchase contemplated by the Agreement as a deemed asset acquisition for United States federal and applicable state income tax purposes, and to execute and deliver all forms, returns, schedules, and other documents (including, without limitation, IRS Form 8023 and any similar state or local forms) necessary or advisable to effectuate such election.

(e) Credit Agreement. The authorization of the Company's entry into, execution, and delivery of that certain Credit Agreement (the "Credit Agreement") with Tidewater Atlantic Bank, N.A., as administrative agent and sole lead arranger, and the other lenders party thereto from time to time, providing for (i) a term loan A facility in an aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Term Loan A Facility"), and (ii) a revolving credit facility in an aggregate principal amount of Fifty Million Dollars ($50,000,000) (the "Revolving Credit Facility" and, together with the Term Loan A Facility, the "Credit Facilities"), and the borrowing of One Hundred Thirty Million Dollars ($130,000,000) under the Term Loan A Facility at the Closing to fund a portion of the aggregate purchase price payable under the Agreement, together with all security agreements, pledge agreements, guaranty agreements, notes, and other documents, instruments, and agreements contemplated by or executed in connection with the Credit Agreement.

(f) Employment and Non-Competition Agreements. The authorization of the Company's entry into, execution, and delivery of new employment agreements with each of Dr. Marcus Ellsworth, Catherine Pryor, and Dr. Raj Subramanian (collectively, the "Key Employees"), and the non-competition and non-solicitation agreements with each of the Key Employees (collectively, the "Restrictive Covenant Agreements"), in each case in substantially the forms approved by the Board of Directors and attached to the Agreement.

(g) Retention Bonus Pool. The authorization of the Company's funding and administration of a retention bonus pool in the aggregate amount of Three Million Five Hundred Thousand Dollars ($3,500,000) for the benefit of certain key employees of the Target, as identified in Schedule 6.8 to the Agreement, to be paid in accordance with the retention bonus plan approved by the Board of Directors.

(h) Insurance Premiums. The authorization of the payment by the Company of (i) the premium for the buy-side representations and warranties insurance policy in the amount of One Million Two Hundred Thirty-Two Thousand Dollars ($1,232,000) to Ridgeline Mutual Insurance Company (Policy No. RMI-2024-BIO-04817), and (ii) the premium for the directors' and officers' liability tail policy in the amount of Three Hundred Eighty-Five Thousand Dollars ($385,000) to Northbridge Specialty Insurance Co. (via Caldwell Risk Advisors, Inc., as broker), each such payment to be made at or prior to the Closing.

(i) General Authorization. The authorization of each officer of the Company (each, an "Authorized Officer") to execute and deliver, in the name and on behalf of the Company, any and all documents, agreements, instruments, certificates, notices, consents, and filings, and to take all such further actions, as such Authorized 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 document or the taking of any such action to be conclusive evidence of such Authorized Officer's determination that such document or action is necessary, appropriate, or advisable.

(j) Ratification. The ratification, confirmation, and approval of all actions heretofore taken by any officer or authorized representative of the Company in furtherance of or otherwise in connection with the matters set forth in the foregoing resolutions.

Section 4. Sole Stockholder Resolutions

Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Stockholder Resolutions") duly adopted by the sole stockholder of the Company, Solstice Biomedical Devices Ltd., by written consent in lieu of a meeting, effective as of August 18, 2024, in accordance with Section 228 of the DGCL and the Charter and Bylaws of the Company, approving and ratifying the Acquisition and the other transactions described in the Board Resolutions, including, without limitation, the Company's entry into the Agreement and each of the other Transaction Documents.

The Stockholder Resolutions have not been amended, modified, rescinded, or revoked in any respect, and the Stockholder Resolutions remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole stockholder of the Company that modify, conflict with, or in any way limit the authority granted by the Stockholder Resolutions.

Section 5. Incumbency and Authority of Officers

I hereby certify that set forth below are the names, titles, and true and genuine specimen signatures of each of the officers of the Company who are authorized to execute and deliver, on behalf of the Company, the Agreement and all ancillary documents, certificates, instruments, and agreements required to be executed and delivered by the Company in connection with the Closing of the transactions contemplated by the Agreement:

I further certify that each of the above-named individuals was duly elected or appointed to the office set forth opposite his or her name in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL, is qualified to serve and is currently serving in such capacity, and has been serving continuously in such capacity since the date of the Company's incorporation on April 22, 2024. No other person holds any office of the Company, and no proceeding to remove, replace, or elect any successor to any of the above-named officers is pending or, to the best of my knowledge, contemplated as of the date hereof.

I further certify that each such officer identified above is duly authorized to execute and deliver, on behalf of the Company, the Agreement and all Transaction Documents, closing certificates, and other instruments required to be executed and delivered by the Company at or in connection with the Closing, and that the execution and delivery of any such document by any such officer shall be binding upon the Company in accordance with the terms thereof.

Section 6. Sole Director

I hereby certify that Helena Byrne is the sole director of the Company. Ms. Byrne was duly appointed as the sole member of the Board of Directors of the Company upon its incorporation on April 22, 2024, in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL. Ms. Byrne continues to serve in such capacity as of the date hereof and has served continuously as the sole director of the Company since the date of its incorporation.

No other person serves, or has at any time served, as a director of the Company. No proceeding to remove, replace, or elect any additional or successor director of the Company is pending or, to the best of my knowledge, contemplated as of the date hereof.

Section 7. Good Standing

I hereby certify that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. A Certificate of Good Standing (also known as a Certificate of Status) for the Company, issued by the Secretary of State of the State of Delaware and dated as of a recent date, has been delivered separately to the Sellers and the Sellers' Representative in connection with the Closing. As of the date hereof, to the best of my knowledge after due inquiry, no event has occurred and no condition exists that would cause the Company to cease to be in good standing under the laws of the State of Delaware.

Section 8. No Proceedings

I hereby certify that, as of the date hereof, (a) no proceedings for the dissolution, liquidation, merger, consolidation, conversion, or winding up of the Company have been commenced or, to the best of my knowledge, are contemplated, (b) no petition in bankruptcy has been filed by or, to the best of my knowledge, against the Company, (c) no insolvency proceeding, receivership, assignment for the benefit of creditors, or similar proceeding has been commenced by or, to the best of my knowledge, against the Company, and (d) no order, judgment, or decree of any court, governmental authority, or regulatory body is outstanding that would in any way impair the ability of the Company to consummate the transactions contemplated by the Agreement.

Section 9. General Certifications

All representations, certifications, and statements made by the undersigned in this Certificate are made to the best of the undersigned's knowledge and belief, after due inquiry. The undersigned has made such inquiries and reviewed such documents and records of the Company as the undersigned has deemed necessary or appropriate in order to make the certifications contained herein.

This Certificate is delivered in connection with the Closing under the Agreement and, in accordance with the terms of the Agreement, may be relied upon by (a) the Sellers, (b) the Sellers' Representative, (c) Keystone Escrow Services, Inc., in its capacity as escrow agent under the Escrow Agreement, (d) Tidewater Atlantic Bank, N.A., in its capacity as administrative agent under the Credit Agreement, and (e) the respective legal counsel, successors, and permitted assigns of each of the foregoing Persons.

Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by portable document format (.pdf) or other electronic transmission shall be effective as delivery of a manually executed original counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of October 31, 2024.

SOLSTICE BIOMEDICAL, INC.

By: ________

Name: Patrick Lennox

Title: Secretary

Confirmation of Secretary's Incumbency

The undersigned, Helena Byrne, in her capacity as President of Solstice Biomedical, Inc., hereby confirms that Patrick Lennox is the duly elected, qualified, and acting Secretary of Solstice Biomedical, Inc. and has been serving continuously in such capacity since the date of the Company's incorporation on April 22, 2024. The undersigned further confirms that the signature of Patrick Lennox appearing above is his true and genuine signature.

SOLSTICE BIOMEDICAL, INC.

By: ________

Name: Helena Byrne

Title: President

Date: October 31, 2024

EXHIBIT LIST

Exhibit A — Certificate of Incorporation of Solstice Biomedical, Inc., as filed with the Secretary of State of the State of Delaware on April 22, 2024

Exhibit B — Bylaws of Solstice Biomedical, Inc., as adopted by the sole incorporator and in effect as of the date hereof

Exhibit C — Unanimous Written Consent of the Board of Directors of Solstice Biomedical, Inc. (Board Resolutions authorizing the transactions contemplated by the Stock Purchase Agreement)

Exhibit D — Written Consent of Sole Stockholder (Solstice Biomedical Devices Ltd.) of Solstice Biomedical, Inc. (Stockholder Resolutions approving and ratifying the transactions contemplated by the Stock Purchase Agreement)

[Exhibits A through D intentionally omitted from this filing copy. Copies of each Exhibit are attached to the original executed Certificate delivered to the Sellers' Representative at Closing.]

Name	Title	Specimen Signature
Helena Byrne	President	________
Conor Muldoon	Treasurer	________
Patrick Lennox	Secretary	________

SECRETARY'S CERTIFICATE
OF
SOLSTICE BIOMEDICAL, INC.
Delivered Pursuant to Section 7.2(d) of the Stock Purchase Agreement
October 31, 2024
Reference is made to that certain Stock Purchase Agreement, dated as of August 20, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Solstice Biomedical, Inc., a Delaware corporation (the "Company" or the "Buyer"), Meridian Surgical Technologies, Inc., a Delaware corporation (the "Target"), the several sellers identified on the signature pages thereto (each, a "Seller" and collectively, the "Sellers"), and Dr. Marcus Ellsworth, solely in his capacity as the representative of the Sellers (the "Sellers' Representative").
The undersigned, Patrick Lennox, hereby certifies that he is the duly elected, qualified, and acting Secretary of Solstice Biomedical, Inc., a corporation duly organized and existing under the laws of the State of Delaware. The Company was incorporated on April 22, 2024, and has been assigned Delaware File Number 7203841 by the Secretary of State of the State of Delaware. The Company's federal Employer Identification Number is 93-4017625. The Company's registered office in the State of Delaware is located c/o Capitol Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and the Company's principal executive office is located at 1200 Innovation Drive, Suite 400, Wilmington, Delaware 19801.
The Company is a wholly owned subsidiary of Solstice Biomedical Devices Ltd., an Irish private limited company (Companies Registration Office Number 648217), with its registered office at Solstice House, 14 Fitzwilliam Place, Dublin 2, D02 YF82, Ireland ("Parent"). All of the issued and outstanding shares of common stock of the Company are held of record and beneficially by Parent.
This Secretary's Certificate (this "Certificate") is delivered by the undersigned in his capacity as Secretary of the Company in connection with the closing (the "Closing") of the transactions contemplated by the Agreement, including, without limitation, the acquisition by the Company of one hundred percent (100%) of the outstanding shares of common stock and all vested options of Meridian Surgical Technologies, Inc. (Delaware File Number 5819734), on the terms and subject to the conditions set forth in the Agreement.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
In connection with the foregoing, and in my capacity as Secretary of the Company, I hereby certify to the Sellers, the Sellers' Representative, and such other Persons as are entitled to rely upon this Certificate pursuant to the terms of the Agreement, as follows:
Section 1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company (the "Charter"), as filed with the Secretary of State of the State of Delaware on April 22, 2024. The Charter has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing with the Secretary of State of the State of Delaware, and the Charter remains in full force and effect as of the date hereof.
Without limiting the generality of the foregoing, I hereby certify the following with respect to the Charter:
(a) The total authorized capital stock of the Company consists of one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock").
(b) As of the date hereof, one thousand (1,000) shares of Common Stock are issued and outstanding, all of which are held of record and beneficially by Solstice Biomedical Devices Ltd. No other shares of capital stock of any class or series are authorized, issued, or outstanding, and no options, warrants, convertible securities, or other rights to acquire shares of capital stock of the Company are authorized, issued, or outstanding.
(c) The registered agent of the Company in the State of Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
No proceeding to amend, restate, or otherwise modify the Charter is pending or, to the best of my knowledge, contemplated as of the date hereof.
Section 2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company (the "Bylaws"), as adopted by the sole incorporator of the Company in connection with the organization of the Company and in effect as of the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their original adoption, and the Bylaws remain in full force and effect as of the date hereof. No proceeding to amend, restate, or otherwise modify the Bylaws is pending or, to the best of my knowledge, contemplated as of the date hereof.
Section 3. Board Resolutions Authorizing the Transaction
Attached hereto as Exhibit C is a true, correct, and complete copy of certain resolutions (the "Board Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company in lieu of a meeting, effective as of August 18, 2024, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Charter and Bylaws of the Company. The Board Resolutions have not been amended, modified, rescinded, or revoked in any respect, and the Board Resolutions remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company that modify, conflict with, or in any way limit the authority granted by the Board Resolutions.
Without limiting the generality of the foregoing, and for the convenience of the parties relying upon this Certificate, the Board Resolutions authorize and approve, among other things, the following:
(a) Approval of the Stock Purchase Agreement and Ancillary Agreements. The authorization and approval of the Company's entry into, execution, and delivery of the Stock Purchase Agreement, dated as of August 20, 2024, among the Company, the Target, the Sellers, and the Sellers' Representative, together with all ancillary agreements, instruments, certificates, schedules, exhibits, and documents contemplated thereby or executed in connection therewith (collectively, the "Transaction Documents"), including, without limitation, all closing certificates, officer's certificates, and secretary's certificates required to be delivered by the Company at or prior to the Closing.
(b) Consummation of the Acquisition. The authorization to consummate the acquisition by the Company of one hundred percent (100%) of the outstanding shares of common stock and all vested options of Meridian Surgical Technologies, Inc. (the "Acquisition") for an aggregate base purchase price of Two Hundred Twenty Million Dollars ($220,000,000), subject to (i) the Escrow Holdback, (ii) the Net Working Capital adjustment (whether upward or downward) as calculated in accordance with Article II of the Agreement, (iii) deductions for the Sellers' Transaction Expenses, and (iv) the repayment at Closing of all outstanding indebtedness under the Target's existing credit facility with Ironclad Capital Finance, LLC (the "Ironclad Payoff"), plus an earnout of up to Thirty-Five Million Dollars ($35,000,000) (the "Earnout Consideration"), payable upon the achievement of specified FDA 510(k) regulatory clearance milestones for the Target's ArthroNav surgical navigation platform, all as more particularly set forth in Article II and Article IX of the Agreement.
(c) Escrow Agreement. The authorization of the Company's entry into and execution of the Escrow Agreement (the "Escrow Agreement") with Keystone Escrow Services, Inc., as escrow agent, and Dr. Marcus Ellsworth, solely in his capacity as Sellers' Representative, providing for (i) the deposit of the Indemnity Escrow Amount in the aggregate sum of Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) into the Indemnity Escrow Account, and (ii) the deposit of the Earnout Escrow Reserve in the aggregate sum of Two Million Five Hundred Thousand Dollars ($2,500,000) into the Earnout Escrow Account, each to be held, invested, and released in accordance with the terms of the Escrow Agreement.
(d) Section 338(h)(10) Election. The authorization of the Company to make a joint election with the Sellers under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding or similar elections under applicable state or local Tax law, to treat the stock purchase contemplated by the Agreement as a deemed asset acquisition for United States federal and applicable state income tax purposes, and to execute and deliver all forms, returns, schedules, and other documents (including, without limitation, IRS Form 8023 and any similar state or local forms) necessary or advisable to effectuate such election.
(e) Credit Agreement. The authorization of the Company's entry into, execution, and delivery of that certain Credit Agreement (the "Credit Agreement") with Tidewater Atlantic Bank, N.A., as administrative agent and sole lead arranger, and the other lenders party thereto from time to time, providing for (i) a term loan A facility in an aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Term Loan A Facility"), and (ii) a revolving credit facility in an aggregate principal amount of Fifty Million Dollars ($50,000,000) (the "Revolving Credit Facility" and, together with the Term Loan A Facility, the "Credit Facilities"), and the borrowing of One Hundred Thirty Million Dollars ($130,000,000) under the Term Loan A Facility at the Closing to fund a portion of the aggregate purchase price payable under the Agreement, together with all security agreements, pledge agreements, guaranty agreements, notes, and other documents, instruments, and agreements contemplated by or executed in connection with the Credit Agreement.
(f) Employment and Non-Competition Agreements. The authorization of the Company's entry into, execution, and delivery of new employment agreements with each of Dr. Marcus Ellsworth, Catherine Pryor, and Dr. Raj Subramanian (collectively, the "Key Employees"), and the non-competition and non-solicitation agreements with each of the Key Employees (collectively, the "Restrictive Covenant Agreements"), in each case in substantially the forms approved by the Board of Directors and attached to the Agreement.
(g) Retention Bonus Pool. The authorization of the Company's funding and administration of a retention bonus pool in the aggregate amount of Three Million Five Hundred Thousand Dollars ($3,500,000) for the benefit of certain key employees of the Target, as identified in Schedule 6.8 to the Agreement, to be paid in accordance with the retention bonus plan approved by the Board of Directors.
(h) Insurance Premiums. The authorization of the payment by the Company of (i) the premium for the buy-side representations and warranties insurance policy in the amount of One Million Two Hundred Thirty-Two Thousand Dollars ($1,232,000) to Ridgeline Mutual Insurance Company (Policy No. RMI-2024-BIO-04817), and (ii) the premium for the directors' and officers' liability tail policy in the amount of Three Hundred Eighty-Five Thousand Dollars ($385,000) to Northbridge Specialty Insurance Co. (via Caldwell Risk Advisors, Inc., as broker), each such payment to be made at or prior to the Closing.
(i) General Authorization. The authorization of each officer of the Company (each, an "Authorized Officer") to execute and deliver, in the name and on behalf of the Company, any and all documents, agreements, instruments, certificates, notices, consents, and filings, and to take all such further actions, as such Authorized 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 document or the taking of any such action to be conclusive evidence of such Authorized Officer's determination that such document or action is necessary, appropriate, or advisable.
(j) Ratification. The ratification, confirmation, and approval of all actions heretofore taken by any officer or authorized representative of the Company in furtherance of or otherwise in connection with the matters set forth in the foregoing resolutions.
Section 4. Sole Stockholder Resolutions
Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Stockholder Resolutions") duly adopted by the sole stockholder of the Company, Solstice Biomedical Devices Ltd., by written consent in lieu of a meeting, effective as of August 18, 2024, in accordance with Section 228 of the DGCL and the Charter and Bylaws of the Company, approving and ratifying the Acquisition and the other transactions described in the Board Resolutions, including, without limitation, the Company's entry into the Agreement and each of the other Transaction Documents.
The Stockholder Resolutions have not been amended, modified, rescinded, or revoked in any respect, and the Stockholder Resolutions remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole stockholder of the Company that modify, conflict with, or in any way limit the authority granted by the Stockholder Resolutions.
Section 5. Incumbency and Authority of Officers
I hereby certify that set forth below are the names, titles, and true and genuine specimen signatures of each of the officers of the Company who are authorized to execute and deliver, on behalf of the Company, the Agreement and all ancillary documents, certificates, instruments, and agreements required to be executed and delivered by the Company in connection with the Closing of the transactions contemplated by the Agreement:
I further certify that each of the above-named individuals was duly elected or appointed to the office set forth opposite his or her name in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL, is qualified to serve and is currently serving in such capacity, and has been serving continuously in such capacity since the date of the Company's incorporation on April 22, 2024. No other person holds any office of the Company, and no proceeding to remove, replace, or elect any successor to any of the above-named officers is pending or, to the best of my knowledge, contemplated as of the date hereof.
I further certify that each such officer identified above is duly authorized to execute and deliver, on behalf of the Company, the Agreement and all Transaction Documents, closing certificates, and other instruments required to be executed and delivered by the Company at or in connection with the Closing, and that the execution and delivery of any such document by any such officer shall be binding upon the Company in accordance with the terms thereof.
Section 6. Sole Director
I hereby certify that Helena Byrne is the sole director of the Company. Ms. Byrne was duly appointed as the sole member of the Board of Directors of the Company upon its incorporation on April 22, 2024, in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL. Ms. Byrne continues to serve in such capacity as of the date hereof and has served continuously as the sole director of the Company since the date of its incorporation.
No other person serves, or has at any time served, as a director of the Company. No proceeding to remove, replace, or elect any additional or successor director of the Company is pending or, to the best of my knowledge, contemplated as of the date hereof.
Section 7. Good Standing
I hereby certify that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. A Certificate of Good Standing (also known as a Certificate of Status) for the Company, issued by the Secretary of State of the State of Delaware and dated as of a recent date, has been delivered separately to the Sellers and the Sellers' Representative in connection with the Closing. As of the date hereof, to the best of my knowledge after due inquiry, no event has occurred and no condition exists that would cause the Company to cease to be in good standing under the laws of the State of Delaware.
Section 8. No Proceedings
I hereby certify that, as of the date hereof, (a) no proceedings for the dissolution, liquidation, merger, consolidation, conversion, or winding up of the Company have been commenced or, to the best of my knowledge, are contemplated, (b) no petition in bankruptcy has been filed by or, to the best of my knowledge, against the Company, (c) no insolvency proceeding, receivership, assignment for the benefit of creditors, or similar proceeding has been commenced by or, to the best of my knowledge, against the Company, and (d) no order, judgment, or decree of any court, governmental authority, or regulatory body is outstanding that would in any way impair the ability of the Company to consummate the transactions contemplated by the Agreement.
Section 9. General Certifications
All representations, certifications, and statements made by the undersigned in this Certificate are made to the best of the undersigned's knowledge and belief, after due inquiry. The undersigned has made such inquiries and reviewed such documents and records of the Company as the undersigned has deemed necessary or appropriate in order to make the certifications contained herein.
This Certificate is delivered in connection with the Closing under the Agreement and, in accordance with the terms of the Agreement, may be relied upon by (a) the Sellers, (b) the Sellers' Representative, (c) Keystone Escrow Services, Inc., in its capacity as escrow agent under the Escrow Agreement, (d) Tidewater Atlantic Bank, N.A., in its capacity as administrative agent under the Credit Agreement, and (e) the respective legal counsel, successors, and permitted assigns of each of the foregoing Persons.
Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by portable document format (.pdf) or other electronic transmission shall be effective as delivery of a manually executed original counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of October 31, 2024.
SOLSTICE BIOMEDICAL, INC.
By: ________
Name: Patrick Lennox
Title: Secretary
Confirmation of Secretary's Incumbency
The undersigned, Helena Byrne, in her capacity as President of Solstice Biomedical, Inc., hereby confirms that Patrick Lennox is the duly elected, qualified, and acting Secretary of Solstice Biomedical, Inc. and has been serving continuously in such capacity since the date of the Company's incorporation on April 22, 2024. The undersigned further confirms that the signature of Patrick Lennox appearing above is his true and genuine signature.
SOLSTICE BIOMEDICAL, INC.
By: ________
Name: Helena Byrne
Title: President
Date: October 31, 2024
EXHIBIT LIST
Exhibit A — Certificate of Incorporation of Solstice Biomedical, Inc., as filed with the Secretary of State of the State of Delaware on April 22, 2024
Exhibit B — Bylaws of Solstice Biomedical, Inc., as adopted by the sole incorporator and in effect as of the date hereof
Exhibit C — Unanimous Written Consent of the Board of Directors of Solstice Biomedical, Inc. (Board Resolutions authorizing the transactions contemplated by the Stock Purchase Agreement)
Exhibit D — Written Consent of Sole Stockholder (Solstice Biomedical Devices Ltd.) of Solstice Biomedical, Inc. (Stockholder Resolutions approving and ratifying the transactions contemplated by the Stock Purchase Agreement)
[Exhibits A through D intentionally omitted from this filing copy. Copies of each Exhibit are attached to the original executed Certificate delivered to the Sellers' Representative at Closing.]
Name | Title | Specimen Signature
Helena Byrne | President | ________
Conor Muldoon | Treasurer | ________
Patrick Lennox | Secretary | ________

SECRETARY'S CERTIFICATE

SOLSTICE BIOMEDICAL, INC.

SOLSTICE BIOMEDICAL, INC.

SOLSTICE BIOMEDICAL, INC.

EXHIBIT LIST

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