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ESCROW AGREEMENT

EXECUTION VERSION

Dated as of October 31, 2024

among

SOLSTICE BIOMEDICAL, INC. (as Buyer)

DR. MARCUS ELLSWORTH (as Sellers' Representative)

and

KEYSTONE ESCROW SERVICES, INC. (as Escrow Agent)

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ESCROW AGREEMENT

This ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 31, 2024, by and among:

(1) Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), with its principal office located at 1200 Innovation Drive, Suite 400, Wilmington, Delaware 19801;

(2) Dr. Marcus Ellsworth, an individual, acting solely in his capacity as the representative of the Sellers (as defined below) pursuant to the Purchase Agreement (as defined below) and the Sellers' Representative Appointment and Joinder Agreement (the "Sellers' Representative"), with an address at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406; and

(3) Keystone Escrow Services, Inc., a Delaware corporation (the "Escrow Agent"), with its principal office located at 1700 Broadway, Suite 2500, New York, New York 10019 (Attention: Patricia Langford, Vice President, Corporate Trust & Escrow Services).

Buyer, the Sellers' Representative, and the Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Buyer, Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the stockholders of the Company listed on the signature pages of the Purchase Agreement (collectively, the "Sellers"), and the Sellers' Representative have entered into that certain Stock Purchase Agreement, dated as of August 20, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Buyer is acquiring one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company, together with all vested and outstanding options to purchase common stock of the Company, for an aggregate base purchase price of Two Hundred Twenty Million Dollars ($220,000,000) (the "Base Purchase Price"), subject to adjustment as set forth in the Purchase Agreement;

WHEREAS, pursuant to Section 2.6(a) of the Purchase Agreement, the Parties agreed that (a) a portion of the Base Purchase Price equal to Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) (the "Indemnity Escrow Amount"), representing twelve percent (12%) of the Base Purchase Price, shall be withheld from the aggregate closing consideration otherwise payable to the Sellers and deposited into an indemnity escrow account to secure certain indemnification obligations of the Sellers under Article IX of the Purchase Agreement, and (b) an additional amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Earnout Escrow Reserve"), funded entirely by Buyer from its own funds and not deducted from the consideration payable to the Sellers, shall be deposited into a separate escrow sub-account to secure Buyer's obligation to make the contingent earnout payments contemplated by Section 2.8 of the Purchase Agreement in the event that the earnout milestones related to the FDA 510(k) clearance of the ArthroNav platform are achieved within the timeframes specified therein;

WHEREAS, the total aggregate escrow deposits to be made at the closing of the transactions contemplated by the Purchase Agreement (the "Closing") equal Twenty-Eight Million Nine Hundred Thousand Dollars ($28,900,000), consisting of the Indemnity Escrow Amount of $26,400,000 plus the Earnout Escrow Reserve of $2,500,000;

WHEREAS, the Parties desire to establish the terms, conditions, and procedures under which the Escrow Agent shall hold, invest, administer, and disburse the Escrow Funds (as defined below) in connection with the transactions contemplated by the Purchase Agreement and this Agreement;

WHEREAS, the Escrow Agent is willing to accept appointment and to serve in such capacity upon the terms and conditions set forth herein; and

WHEREAS, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Base Purchase Price" means Two Hundred Twenty Million Dollars ($220,000,000), as such amount may be subject to the adjustment mechanisms set forth in Section 2.5 of the Purchase Agreement.

"Business Day" means any day other than a Saturday, a Sunday, or any other day on which banking institutions located in New York, New York are authorized or required by applicable Law or executive order to close.

"Closing Date" means October 31, 2024, which is the date on which the Closing occurs pursuant to Section 2.3 of the Purchase Agreement.

"Earnout Escrow Reserve" means Two Million Five Hundred Thousand Dollars ($2,500,000), together with all interest and other earnings thereon credited to the Earnout Escrow Sub-Account.

"Earnout Escrow Sub-Account" means the separate escrow sub-account designated Account No. KES-2024-EO-09184, maintained by the Escrow Agent at First Continental Trust Co., N.A. (ABA Routing No. 021000089), established and maintained in accordance with Section 2.2(b) of this Agreement.

"Earnout Expiration Date" means June 30, 2027.

"Earnout Milestones" means, collectively, the following milestones as more fully described in Section 2.8 of the Purchase Agreement: (i) Milestone 1: the receipt by the Company (or any of its successors or Affiliates) of clearance from the United States Food and Drug Administration ("FDA") under Section 510(k) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 360(k)) for the ArthroNav Robotic-Assisted Arthroscopy System (Generation 1.0) on or before December 31, 2026 (the achievement of which entitles the Sellers to a payment of Twenty Million Dollars ($20,000,000)); and (ii) Milestone 2: the receipt by the Company (or any of its successors or Affiliates) of clearance from the FDA under Section 510(k) of the Federal Food, Drug, and Cosmetic Act for the ArthroNav Software Module for Real-Time Cartilage Mapping (Generation 2.0 upgrade) on or before June 30, 2027 (the achievement of which entitles the Sellers to a payment of Fifteen Million Dollars ($15,000,000)).

"Escrow Funds" means, collectively, the Indemnity Escrow Amount and the Earnout Escrow Reserve, together with all interest, earnings, dividends, and other income accrued or realized thereon, in each case as held in the Indemnity Escrow Account and the Earnout Escrow Sub-Account, as applicable.

"First Release Date" means October 31, 2025, which is the first (1st) anniversary of the Closing Date, or, if such date is not a Business Day, the immediately following Business Day.

"Indemnity Escrow Account" means the escrow account designated Account No. KES-2024-IND-09183, maintained by the Escrow Agent at First Continental Trust Co., N.A. (ABA Routing No. 021000089), established and maintained in accordance with Section 2.2(a) of this Agreement.

"Indemnity Escrow Amount" means Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000), together with all interest and other earnings thereon credited to the Indemnity Escrow Account, as such amount may be reduced from time to time by disbursements made in accordance with Article III of this Agreement.

"Joint Written Instruction" means a written instruction substantially in the form attached hereto as Exhibit A, or in such other form as may be reasonably acceptable to the Escrow Agent, signed by both (a) a duly authorized representative of Buyer listed on Schedule C and (b) the Sellers' Representative (or his duly authorized designee listed on Schedule C), directing the Escrow Agent to disburse or otherwise act with respect to all or a portion of the Escrow Funds.

"Pending Claims" means, as of any date of determination, all indemnification claims that have been asserted in writing by an Indemnified Party (as defined in the Purchase Agreement) pursuant to Article IX of the Purchase Agreement with respect to which a Claim Notice (as defined in the Purchase Agreement) has been delivered and that have not been finally resolved (whether by mutual agreement of Buyer and the Sellers' Representative, by final non-appealable court order, or by written withdrawal of such claim by the claimant).

"Permitted Investments" means the investments described in Section 5.1 of this Agreement.

"Purchase Agreement" means the Stock Purchase Agreement, dated as of August 20, 2024, by and among Buyer, the Company, the Sellers, and the Sellers' Representative, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Second Release Date" means October 31, 2026, which is the second (2nd) anniversary of the Closing Date, or, if such date is not a Business Day, the immediately following Business Day.

"Sellers' Representative" means Dr. Marcus Ellsworth, in his capacity as the representative of all of the Sellers, appointed by the holders of at least sixty-five percent (65%) of the outstanding shares of common stock of the Company pursuant to the terms of the Sellers' Representative Appointment and Joinder Agreement, dated as of August 20, 2024, or any successor Sellers' Representative appointed in accordance with Section 9.3 of this Agreement and the terms of the Purchase Agreement.

Section 1.2 Incorporation by Reference. All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement. In the event of any conflict between the definitions set forth in this Agreement and those in the Purchase Agreement, the definitions set forth in this Agreement shall control solely for purposes of interpreting and construing this Agreement.

ARTICLE II — APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW ACCOUNTS

Section 2.1 Appointment. Buyer and the Sellers' Representative hereby appoint Keystone Escrow Services, Inc. as escrow agent for the purposes set forth in this Agreement, and the Escrow Agent hereby accepts such appointment, subject to and in accordance with the terms and conditions of this Agreement. The Escrow Agent shall hold, invest, and disburse the Escrow Funds solely in accordance with the provisions of this Agreement.

Section 2.2 Establishment of Accounts. The Escrow Agent shall establish and maintain two (2) separate accounts (or sub-accounts) as follows:

(a) The Indemnity Escrow Account (Account No. KES-2024-IND-09183) at First Continental Trust Co., N.A., which shall be used exclusively to hold and disburse the Indemnity Escrow Amount in accordance with Article III of this Agreement. The Indemnity Escrow Account shall be maintained as a segregated account in the name of the Escrow Agent, as escrow agent, for the benefit of Buyer and the Sellers.

(b) The Earnout Escrow Sub-Account (Account No. KES-2024-EO-09184) at First Continental Trust Co., N.A., which shall be used exclusively to hold and disburse the Earnout Escrow Reserve in accordance with Article IV of this Agreement. The Earnout Escrow Sub-Account shall be maintained as a segregated sub-account in the name of the Escrow Agent, as escrow agent, for the benefit of Buyer and the Sellers.

The Escrow Agent shall maintain the Indemnity Escrow Account and the Earnout Escrow Sub-Account as separate and distinct accounts and shall not commingle the funds held in one account with the funds held in the other account or with any other funds of the Escrow Agent or any other person.

Section 2.3 Deposits. On the Closing Date, Buyer shall cause to be deposited by wire transfer of immediately available funds in United States dollars:

(a) Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) into the Indemnity Escrow Account in accordance with the wire instructions set forth on Schedule B hereto. This amount shall be withheld from the aggregate closing consideration otherwise payable to the Sellers at the Closing and shall be allocated pro rata among the Sellers based on each Seller's percentage of total consideration to be received under the Purchase Agreement (such pro rata percentage for each Seller being set forth on Schedule 2.6(a) of the Purchase Agreement). The deposit of the Indemnity Escrow Amount into the Indemnity Escrow Account shall be treated for all purposes as a deposit of a portion of the purchase price on behalf of the Sellers and shall constitute payment of such portion of the purchase price to the Sellers.

(b) Two Million Five Hundred Thousand Dollars ($2,500,000) into the Earnout Escrow Sub-Account in accordance with the wire instructions set forth on Schedule B hereto. This amount shall be funded entirely by Buyer from its own funds and shall not reduce the consideration payable to the Sellers at the Closing.

Section 2.4 Confirmation of Receipt. The Escrow Agent shall, promptly (and in any event within one (1) Business Day) following receipt of the wire transfers described in Section 2.3, confirm receipt of the Escrow Funds in writing (which may be by email) to both Buyer (at the notice address set forth in Article X) and the Sellers' Representative (at the notice address set forth in Article X), specifying the amounts received and the accounts into which such amounts have been deposited.

ARTICLE III — DISBURSEMENT OF INDEMNITY ESCROW AMOUNT

Section 3.1 Indemnification Claims — Joint Written Instructions.

(a) Upon the final resolution of any indemnification claim asserted under Article IX of the Purchase Agreement, whether by mutual agreement of Buyer and the Sellers' Representative, by final non-appealable order of a court of competent jurisdiction, or by written withdrawal of such claim, Buyer and the Sellers' Representative shall deliver a Joint Written Instruction to the Escrow Agent directing the Escrow Agent to disburse from the Indemnity Escrow Account the applicable amount determined in connection with such resolution: (i) to Buyer (or its designee), to the extent such claim has been finally determined in Buyer's favor (including any amounts agreed or adjudicated as being owed by the Sellers to the Buyer Indemnified Parties under the Purchase Agreement); or (ii) to the Sellers' Representative (for distribution to the Sellers pro rata in accordance with their respective percentages set forth on Schedule 2.6(a) of the Purchase Agreement), to the extent such claim has been finally resolved in the Sellers' favor or has been withdrawn by Buyer.

(b) Notwithstanding any other provision of this Agreement, no disbursement from the Indemnity Escrow Account in respect of any indemnification claim shall be made by the Escrow Agent unless and until the Escrow Agent has received either (i) a Joint Written Instruction directing such disbursement, or (ii) a certified copy of a final, non-appealable order of a court of competent jurisdiction directing such disbursement, together with a written certification from the presenting Party's counsel that such order is final and non-appealable. The Escrow Agent shall have no responsibility or obligation to determine whether any indemnification claim has merit or whether any resolution of any such claim is appropriate, and the Escrow Agent shall be fully protected in relying upon and acting in accordance with any Joint Written Instruction or court order described in this Section 3.1(b).

Section 3.2 Scheduled Releases — First Release Date (October 31, 2025).

(a) On the First Release Date, the Escrow Agent shall release and disburse to the Sellers' Representative (for distribution to the Sellers pro rata in accordance with their respective percentages set forth on Schedule 2.6(a) of the Purchase Agreement) an amount equal to fifty percent (50%) of the initial Indemnity Escrow Amount (i.e., Thirteen Million Two Hundred Thousand Dollars ($13,200,000)), reduced by:

(i) any amounts previously disbursed from the Indemnity Escrow Account to Buyer (or its designee) in respect of resolved indemnification claims pursuant to Section 3.1 on or prior to the First Release Date; and

(ii) an amount equal to the aggregate claimed amounts of all Pending Claims as of the First Release Date (i.e., the total dollar amount of all indemnification claims that have been asserted in writing by any Buyer Indemnified Party in accordance with Article IX of the Purchase Agreement and that remain unresolved as of such date), which amounts shall continue to be retained in the Indemnity Escrow Account as a reserve for such Pending Claims.

For the avoidance of doubt, the amount released on the First Release Date shall in no event be less than zero dollars ($0.00). If the sum of amounts previously disbursed to Buyer and the aggregate amount of Pending Claims equals or exceeds $13,200,000 as of the First Release Date, no release shall be made on the First Release Date, and the entire remaining balance of the Indemnity Escrow Account shall continue to be held by the Escrow Agent in accordance with the terms of this Agreement.

(b) Not later than ten (10) Business Days prior to the First Release Date, the Sellers' Representative shall deliver written notice (substantially in the form attached hereto as Exhibit B) to Buyer and the Escrow Agent requesting the scheduled release, together with a certification setting forth in reasonable detail: (A) the initial Indemnity Escrow Amount; (B) the aggregate amount previously disbursed from the Indemnity Escrow Account (specifying each disbursement by date and amount); (C) the aggregate amount of Pending Claims as of the date of such certification (specifying each Pending Claim by reference number, date of claim notice, and claimed amount); and (D) the resulting balance available for release. Buyer shall have five (5) Business Days following receipt of such notice and certification to deliver to the Sellers' Representative and the Escrow Agent a written objection identifying (with reasonable specificity) any additional Pending Claims or any disagreement with the amounts set forth in the Sellers' Representative's certification. If Buyer delivers such an objection within such five (5) Business Day period, the Escrow Agent shall release only the undisputed portion (if any) on the First Release Date, and the disputed portion shall remain in the Indemnity Escrow Account until the dispute is resolved by Joint Written Instruction or court order. If Buyer does not deliver a timely objection, the Escrow Agent shall release the full amount set forth in the Sellers' Representative's certification.

Section 3.3 Scheduled Releases — Second Release Date (October 31, 2026).

(a) On the Second Release Date, the Escrow Agent shall release and disburse to the Sellers' Representative (for distribution to the Sellers pro rata) the entire remaining balance of the Indemnity Escrow Account, including all accrued interest and earnings thereon, reduced by:

(i) an amount equal to the aggregate claimed amounts of all Pending Claims as of the Second Release Date, which amounts shall continue to be retained in the Indemnity Escrow Account as a reserve for such Pending Claims until resolved in accordance with Section 3.4.

(b) The procedures for notice, certification, and objection set forth in Section 3.2(b) shall apply mutatis mutandis to the release contemplated by this Section 3.3, with references to the "First Release Date" being read as references to the "Second Release Date."

Section 3.4 Release of Pending Claim Reserves.

Upon the final resolution of any Pending Claim after the First Release Date or the Second Release Date, as applicable, whether by mutual agreement, final non-appealable court order, or withdrawal, Buyer and the Sellers' Representative shall promptly (and in any event within five (5) Business Days of such resolution) deliver a Joint Written Instruction to the Escrow Agent directing the Escrow Agent to disburse the amounts held in reserve for such Pending Claim as follows:

(a) to Buyer (or its designee), to the extent the Pending Claim has been finally resolved in Buyer's favor (in whole or in part), in the amount so determined; and

(b) to the Sellers' Representative (for distribution to the Sellers pro rata), to the extent the Pending Claim has been finally resolved in the Sellers' favor, has been withdrawn by Buyer, or the reserved amount exceeds the amount finally determined in Buyer's favor.

If, following the resolution of all Pending Claims, any balance remains in the Indemnity Escrow Account (including any accrued interest or earnings thereon), the Escrow Agent shall release such remaining balance to the Sellers' Representative promptly upon receipt of a Joint Written Instruction or upon presentation of evidence satisfactory to the Escrow Agent (acting reasonably) that no further Pending Claims exist.

Section 3.5 Sole Recourse.

The Parties acknowledge and agree that:

(a) With respect to any indemnification claims arising under Article IX of the Purchase Agreement that are not based on breaches of Fundamental Representations (as defined in the Purchase Agreement), the Indemnity Escrow Account shall constitute the Sellers' sole and exclusive source of recovery for the Buyer Indemnified Parties, subject to and without limiting the coverage afforded by the representations and warranties insurance policy issued by Ridgeline Mutual Insurance Company (Policy No. RMI-RWI-2024-08172), which provides an aggregate policy limit of Forty Million Dollars ($40,000,000) with a retention of Four Million Four Hundred Thousand Dollars ($4,400,000) (such retention to be split equally between Buyer and the Sellers, with each Party bearing fifty percent (50%) thereof).

(b) With respect to indemnification claims arising from breaches of Fundamental Representations (as defined in the Purchase Agreement), recovery may be sought by the Buyer Indemnified Parties directly against the Sellers (subject to, and in accordance with, the terms and limitations set forth in Article IX of the Purchase Agreement), provided that the aggregate liability of the Sellers for all indemnification claims (including both Fundamental Representation claims and non-Fundamental Representation claims) shall not exceed Sixty-One Million Six Hundred Thousand Dollars ($61,600,000), representing twenty-eight percent (28%) of the Base Purchase Price, as set forth in Section 9.4(a) of the Purchase Agreement.

(c) No indemnification claim (other than claims based on Fundamental Representations, fraud, or willful breach) shall be asserted against the Sellers unless and until the aggregate amount of Losses (as defined in the Purchase Agreement) incurred by the Buyer Indemnified Parties exceeds One Million Six Hundred Fifty Thousand Dollars ($1,650,000), representing seventy-five basis points (0.75%) of the Base Purchase Price (the "Basket"), at which point the Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar (i.e., the Basket operates as a "tipping basket"), subject to the further requirement that no individual claim for Losses shall be counted toward the Basket unless such individual claim exceeds Seventy-Five Thousand Dollars ($75,000) (the "De Minimis Threshold"), in each case as more fully set forth in Section 9.4(b) of the Purchase Agreement.

ARTICLE IV — DISBURSEMENT OF EARNOUT ESCROW RESERVE

Section 4.1 Purpose. The Earnout Escrow Reserve has been established to secure Buyer's obligation to make the earnout payments to the Sellers under Section 2.8 of the Purchase Agreement upon the achievement of the Earnout Milestones within the timeframes specified therein. The Earnout Escrow Reserve shall be held, invested, and disbursed by the Escrow Agent solely in accordance with the provisions of this Article IV.

Section 4.2 Release Upon Milestone Achievement.

(a) Milestone 1. Upon the achievement of Milestone 1 (i.e., the receipt of FDA 510(k) clearance of the ArthroNav Robotic-Assisted Arthroscopy System (Generation 1.0) on or before December 31, 2026), Buyer shall, within ten (10) Business Days following such achievement, deliver to the Escrow Agent and the Sellers' Representative a written notice (a "Milestone Achievement Notice") confirming the achievement of Milestone 1 and directing the Escrow Agent to release the entire balance of the Earnout Escrow Sub-Account (or, if less than the full Milestone 1 payment amount, the entire remaining balance thereof) to the Sellers' Representative for distribution to the Sellers pro rata. Concurrently with or promptly following the release of the Earnout Escrow Reserve in connection with Milestone 1, Buyer shall separately fund and pay to the Sellers' Representative (for distribution to the Sellers pro rata) the balance of the Twenty Million Dollar ($20,000,000) Milestone 1 payment not covered by the Earnout Escrow Reserve (i.e., Seventeen Million Five Hundred Thousand Dollars ($17,500,000), assuming the full Earnout Escrow Reserve of $2,500,000 is applied to the Milestone 1 payment).

(b) Milestone 2. Upon the achievement of Milestone 2 (i.e., the receipt of FDA 510(k) clearance of the ArthroNav Software Module for Real-Time Cartilage Mapping (Generation 2.0 upgrade) on or before June 30, 2027), Buyer shall, within ten (10) Business Days following such achievement, deliver a Milestone Achievement Notice to the Escrow Agent and the Sellers' Representative confirming the achievement of Milestone 2 and directing the Escrow Agent to release any remaining balance of the Earnout Escrow Sub-Account (if any) to the Sellers' Representative for distribution to the Sellers pro rata. Buyer shall separately fund and pay to the Sellers' Representative (for distribution to the Sellers pro rata) the balance of the Fifteen Million Dollar ($15,000,000) Milestone 2 payment not covered by the remaining Earnout Escrow Reserve (if any).

(c) If the Earnout Escrow Reserve has already been fully released from the Earnout Escrow Sub-Account in connection with the achievement of Milestone 1 pursuant to Section 4.2(a), no further release from the Earnout Escrow Sub-Account shall be required in connection with the achievement of Milestone 2, and Buyer shall be solely responsible for funding the entire Fifteen Million Dollar ($15,000,000) Milestone 2 payment from its own funds directly to the Sellers' Representative.

Section 4.3 Release to Buyer Upon Expiration.

If neither Earnout Milestone has been achieved on or before the Earnout Expiration Date (June 30, 2027), or if only Milestone 1 has been achieved and less than the full Earnout Escrow Reserve has been released in connection with Milestone 1, then any remaining balance in the Earnout Escrow Sub-Account (including all accrued interest and earnings thereon) shall be released and disbursed to Buyer within ten (10) Business Days following the Earnout Expiration Date. Buyer shall deliver to the Escrow Agent written instructions (which need not be a Joint Written Instruction for this purpose, provided that a copy is simultaneously delivered to the Sellers' Representative) directing such release, together with a certification that the applicable Earnout Milestone(s) have not been achieved as of the Earnout Expiration Date. The Sellers' Representative shall have five (5) Business Days following receipt of such certification to object in writing, and, in the event of an objection, the provisions of Section 4.5 shall apply.

Section 4.4 Partial Achievement.

In the event that Milestone 1 is achieved (and the Earnout Escrow Reserve is applied to the Milestone 1 payment in accordance with Section 4.2(a)) but Milestone 2 is not achieved on or before June 30, 2027, then any unused portion of the Earnout Escrow Reserve remaining in the Earnout Escrow Sub-Account after application to the Milestone 1 payment (if any) shall be released to Buyer within ten (10) Business Days following June 30, 2027, in accordance with the procedures set forth in Section 4.3. For the avoidance of doubt, the Earnout Escrow Reserve shall be applied first to the Milestone 1 payment, and any excess or remaining balance (including accrued interest and earnings) shall remain in the Earnout Escrow Sub-Account until either (x) applied to a Milestone 2 payment upon the achievement of Milestone 2, or (y) released to Buyer following the expiration of the Earnout Period without achievement of Milestone 2.

Section 4.5 Dispute Resolution.

Any disagreement between Buyer and the Sellers' Representative regarding whether an Earnout Milestone has been achieved (including any dispute regarding the interpretation of FDA clearance letters, the scope of device classifications, or the timeliness of achievement) shall be resolved in accordance with Section 2.8(f) of the Purchase Agreement, which provides for binding expert determination by an independent regulatory consultant with at least fifteen (15) years of experience in FDA medical device regulatory matters, who shall be mutually selected by Buyer and the Sellers' Representative within twenty (20) days following written notice of such dispute, or, failing agreement on such selection within such twenty (20) day period, appointed by the American Arbitration Association in accordance with its rules for the appointment of experts. The fees and expenses of such independent regulatory consultant shall be borne equally by Buyer and the Sellers' Representative. Until such dispute is finally resolved in accordance with this Section 4.5, the Earnout Escrow Reserve (or the disputed portion thereof) shall remain in the Earnout Escrow Sub-Account, and the Escrow Agent shall not disburse any portion of the Earnout Escrow Reserve that is the subject of such dispute.

ARTICLE V — INVESTMENT OF ESCROW FUNDS

Section 5.1 Permitted Investments. The Escrow Agent shall invest and reinvest the Escrow Funds (including amounts held in both the Indemnity Escrow Account and the Earnout Escrow Sub-Account) in United States Treasury money market instruments, including United States Treasury bills, United States Treasury notes, or money market mutual funds that invest exclusively in direct obligations of the United States government or repurchase agreements fully collateralized by such obligations ("Permitted Investments"). The initial investment of the Escrow Funds shall be in the First Continental U.S. Treasury Money Market Fund (Ticker: FCTXX), a money market fund offered by First Continental Trust Co., N.A., or such other Permitted Investment as Buyer and the Sellers' Representative may jointly direct in writing from time to time. In the absence of a joint written direction specifying alternative Permitted Investments, the Escrow Agent shall continue to invest and reinvest the Escrow Funds in the First Continental U.S. Treasury Money Market Fund.

Section 5.2 Allocation of Interest and Earnings.

All interest, dividends, and other earnings on the Escrow Funds (collectively, "Earnings") shall be allocated as follows:

(a) Fifty percent (50%) of all Earnings shall be allocated to Buyer; and

(b) Fifty percent (50%) of all Earnings shall be allocated to the Sellers (through the Sellers' Representative, for further allocation among the Sellers pro rata in accordance with their respective percentages set forth on Schedule 2.6(a) of the Purchase Agreement).

Notwithstanding the foregoing allocation, all Earnings shall remain in the applicable escrow account (the Indemnity Escrow Account or the Earnout Escrow Sub-Account, as the case may be) and shall be disbursed together with the principal to which such Earnings relate, in accordance with the release and disbursement provisions of Articles III and IV of this Agreement. The Escrow Agent shall maintain records sufficient to track the allocation of Earnings to each Party.

Section 5.3 Tax Reporting.

(a) For United States federal and applicable state and local income tax purposes, all Earnings accrued on the Indemnity Escrow Amount shall be reported as income fifty percent (50%) to Buyer and fifty percent (50%) to the Sellers (allocated among the Sellers pro rata in accordance with their respective percentages). All Earnings accrued on the Earnout Escrow Reserve shall be reported as income fifty percent (50%) to Buyer and fifty percent (50%) to the Sellers (allocated among the Sellers pro rata).

(b) The Escrow Agent shall prepare and file (or cause to be prepared and filed) all applicable IRS Forms 1099 and such other tax information returns and reporting documents as may be required by applicable Law with respect to the Earnings on the Escrow Funds, and shall furnish copies of all such forms and reports to Buyer and the Sellers' Representative.

(c) Promptly upon execution of this Agreement (and in any event within five (5) Business Days following the date hereof), Buyer and the Sellers' Representative shall each deliver to the Escrow Agent a duly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or, in the case of any Seller who is not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, a duly completed and executed IRS Form W-8BEN or W-8BEN-E, as applicable. The Escrow Agent shall not be required to make any payment or disbursement under this Agreement until it has received all required tax forms.

Section 5.4 Investment Risk. The Parties acknowledge and agree that the Escrow Agent shall not be liable or responsible for any loss in value of the Escrow Funds or any portion thereof resulting from market fluctuations in the value of Permitted Investments, including any decline in the net asset value of any money market fund in which the Escrow Funds are invested, or any loss resulting from the liquidation of Permitted Investments at a time when the market value thereof is less than the cost thereof. All investment risk with respect to the Escrow Funds shall be borne by the Parties in accordance with their respective interests in the Escrow Funds.

ARTICLE VI — CONCERNING THE ESCROW AGENT

Section 6.1 Duties and Responsibilities. The Escrow Agent's duties and responsibilities under this Agreement are limited solely and exclusively to those expressly set forth in this Agreement, and the Escrow Agent shall not be subject to, or obligated to comply with, any other agreement to which the Escrow Agent is not a party (including the Purchase Agreement), even though reference thereto may be made herein. The Escrow Agent acts in a ministerial and administrative capacity only and shall not be deemed a trustee, fiduciary, or agent (except as expressly provided herein) of any Party or any other person with respect to the Escrow Funds. The Escrow Agent shall not be required to take any action that, in the Escrow Agent's reasonable judgment, would be contrary to applicable Law or would subject the Escrow Agent to liability unless the Escrow Agent has received indemnification satisfactory to it.

Section 6.2 Reliance. The Escrow Agent shall be entitled to rely upon, and shall not incur any liability for acting or refraining from acting in good faith upon, any written notice, instruction, request, certificate, instrument, or other document that the Escrow Agent believes in good faith to be genuine and to have been signed or presented by the proper person or persons. The Escrow Agent shall have no duty or obligation to verify or confirm the authority of any person signing or delivering any such document or to determine the validity, accuracy, or completeness of any information contained therein.

Section 6.3 No Duty to Investigate. The Escrow Agent shall have no duty or obligation to review, investigate, or determine whether any instruction, direction, notice, or other communication given to the Escrow Agent by any Party complies with the terms of the Purchase Agreement or any other agreement or instrument, or whether any condition to any disbursement or release has been satisfied (other than the Escrow Agent's receipt of the applicable Joint Written Instruction or court order as expressly required by this Agreement). The Escrow Agent may assume that any instruction, direction, or notice that is not patently inconsistent with the express terms of this Agreement has been given in compliance with all applicable agreements.

Section 6.4 Indemnification of Escrow Agent. Buyer, on the one hand, and the Sellers (through the Sellers' Representative), on the other hand, shall jointly and severally, on a fifty percent (50%) / fifty percent (50%) basis, indemnify, defend, and hold harmless the Escrow Agent and its respective officers, directors, employees, agents, and representatives (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, claims, damages, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) of every kind and nature whatsoever (collectively, "Escrow Agent Losses") arising out of or in connection with this Agreement, the performance of the Escrow Agent's duties hereunder, or the Escrow Agent's status as Escrow Agent hereunder, except to the extent that any such Escrow Agent Losses are finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) to have resulted directly from the Escrow Agent's gross negligence, willful misconduct, or bad faith. This indemnification obligation shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

Section 6.5 Limitation of Liability. Notwithstanding any other provision of this Agreement, in no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits or opportunity costs) of any kind whatsoever, regardless of the form of action and whether or not the Escrow Agent has been advised of the possibility of such damages. The aggregate liability of the Escrow Agent under this Agreement for any and all claims shall not exceed the total amount of fees actually received by the Escrow Agent under Section 7.1 of this Agreement for the twelve (12) month period immediately preceding the event giving rise to such claim.

Section 6.6 Right to Legal Counsel. The Escrow Agent may at any time consult with legal counsel of its own choosing (who may be counsel to any Party) regarding any question, dispute, or uncertainty arising under or in connection with this Agreement, and the Escrow Agent shall not incur any liability for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel. The reasonable fees and expenses of such legal counsel shall be borne jointly and equally (fifty percent (50%) / fifty percent (50%)) by Buyer, on the one hand, and the Sellers (through the Sellers' Representative), on the other hand.

Section 6.7 Conflicting Instructions; Interpleader. In the event that the Escrow Agent receives conflicting instructions or conflicting claims or demands from Buyer and the Sellers' Representative with respect to the Escrow Funds or any portion thereof, or if the Escrow Agent is in doubt as to the action to be taken under this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to:

(a) refrain from taking any action (other than to continue to hold and invest the Escrow Funds in Permitted Investments) until the conflict, doubt, or uncertainty is resolved to the Escrow Agent's reasonable satisfaction by a Joint Written Instruction, a final non-appealable court order, or by agreement among the Parties; or

(b) deposit the Escrow Funds (or the disputed portion thereof) into a court of competent jurisdiction by way of an interpleader action or similar proceeding, and thereupon the Escrow Agent shall be released and discharged from all further obligations and liabilities under this Agreement with respect to the Escrow Funds so deposited. Any costs, fees, and expenses (including reasonable attorneys' fees) incurred by the Escrow Agent in connection with any such interpleader action or proceeding shall be borne jointly and equally (fifty percent (50%) / fifty percent (50%)) by Buyer, on the one hand, and the Sellers (through the Sellers' Representative), on the other hand, and shall constitute Escrow Agent Losses subject to indemnification under Section 6.4.

ARTICLE VII — COMPENSATION OF ESCROW AGENT

Section 7.1 Fees. The Escrow Agent shall be entitled to compensation for its services under this Agreement in accordance with the fee schedule attached hereto as Schedule A and incorporated herein by reference. Unless otherwise agreed in writing by the Parties, fifty percent (50%) of all fees payable to the Escrow Agent pursuant to Schedule A shall be borne by Buyer and fifty percent (50%) shall be borne by the Sellers (through the Sellers' Representative). The initial annual administration fee shall be payable upon execution of this Agreement, and subsequent annual fees shall be payable on each anniversary of the date hereof (or such other date as may be specified on Schedule A), in each case in advance.

Section 7.2 Reimbursement of Expenses. In addition to the fees payable pursuant to Section 7.1, Buyer, on the one hand, and the Sellers' Representative (on behalf of the Sellers), on the other hand, shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including postage, courier charges, bank wire transfer fees, and similar expenses. Such expenses shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers (through the Sellers' Representative). The Escrow Agent shall submit invoices for such expenses on a quarterly basis, and such invoices shall be payable within thirty (30) days of receipt.

ARTICLE VIII — RESIGNATION AND REMOVAL OF ESCROW AGENT

Section 8.1 Resignation. The Escrow Agent may resign at any time by giving at least thirty (30) days' prior written notice to Buyer and the Sellers' Representative. Such resignation shall not take effect until the appointment of a successor escrow agent in accordance with Section 8.3 and the transfer of all Escrow Funds and records to such successor escrow agent.

Section 8.2 Removal. Buyer and the Sellers' Representative may jointly remove the Escrow Agent at any time, with or without cause, by giving at least thirty (30) days' prior written notice to the Escrow Agent. Such removal shall be effected by a Joint Written Instruction delivered to the Escrow Agent, and shall not take effect until the appointment of a successor escrow agent in accordance with Section 8.3 and the transfer of all Escrow Funds and records to such successor escrow agent.

Section 8.3 Appointment of Successor. If the Escrow Agent resigns or is removed pursuant to Section 8.1 or Section 8.2, Buyer and the Sellers' Representative shall jointly appoint a successor escrow agent within thirty (30) days after the effective date of the notice of resignation or removal. If Buyer and the Sellers' Representative are unable to agree on a successor escrow agent within such thirty (30) day period, the resigning or removed Escrow Agent may (a) petition a court of competent jurisdiction for the appointment of a successor escrow agent, or (b) deposit the Escrow Funds into a court of competent jurisdiction by way of interpleader, and thereupon the Escrow Agent shall be released from all further obligations under this Agreement with respect to the Escrow Funds so deposited. Any successor escrow agent shall execute and deliver to the Parties an instrument accepting such appointment and agreeing to be bound by the terms of this Agreement, and upon such acceptance, all references in this Agreement to "Escrow Agent" shall be deemed to refer to such successor escrow agent.

Section 8.4 Transfer of Funds. Upon the appointment of a successor escrow agent and acceptance of such appointment by the successor, the outgoing Escrow Agent shall promptly (and in any event within five (5) Business Days) transfer and deliver all Escrow Funds, together with all records, documents, and other materials held by the outgoing Escrow Agent in connection with this Agreement, to the successor escrow agent. Upon such transfer and delivery, the outgoing Escrow Agent shall be released and discharged from all further duties, obligations, and liabilities under this Agreement (other than obligations that expressly survive termination pursuant to Section 11.2).

ARTICLE IX — SELLERS' REPRESENTATIVE

Section 9.1 Authority. Dr. Marcus Ellsworth, in his capacity as Sellers' Representative, is hereby authorized, empowered, and directed to act on behalf of all Sellers with respect to all matters arising under this Agreement, including, without limitation: (a) providing instructions and directions to the Escrow Agent regarding the disbursement and release of Escrow Funds; (b) receiving notices, certifications, and communications under this Agreement on behalf of the Sellers; (c) executing and delivering Joint Written Instructions and any other documents or instruments required or permitted to be executed by the Sellers' Representative under this Agreement; (d) engaging legal counsel, accountants, and other advisors at the expense of the Sellers in connection with the administration of this Agreement; and (e) taking all other actions, and exercising all other rights and remedies, that the Sellers' Representative deems necessary or appropriate in connection with this Agreement. The Sellers' Representative's authority is derived from and subject to the terms of the Sellers' Representative Appointment and Joinder Agreement, pursuant to which the Sellers' Representative was appointed by the holders of at least sixty-five percent (65%) of the outstanding shares of common stock of the Company.

Section 9.2 Reliance by Escrow Agent. The Escrow Agent shall be entitled to treat any instruction, direction, notice, consent, or other communication given by the Sellers' Representative as having been duly authorized by, and given on behalf of, all of the Sellers. The Escrow Agent shall have no duty or obligation to inquire into or verify the authority of the Sellers' Representative to act on behalf of any individual Seller, and the Escrow Agent shall be fully protected in dealing with the Sellers' Representative as the sole representative of the Sellers for all purposes under this Agreement.

Section 9.3 Successor Sellers' Representative. In the event that Dr. Marcus Ellsworth is unable or unwilling to continue to serve as Sellers' Representative for any reason (including death, disability, resignation, or removal by the requisite Sellers), a successor Sellers' Representative may be designated in accordance with the terms and procedures set forth in Section 11.15 of the Purchase Agreement and the Sellers' Representative Appointment and Joinder Agreement. Written notice of the designation of any successor Sellers' Representative shall be delivered promptly to the Escrow Agent and Buyer, together with a specimen signature of such successor and such other documentation as the Escrow Agent may reasonably require to confirm the authority of the successor. Until the Escrow Agent has received such notice and documentation, the Escrow Agent shall be entitled to continue to deal exclusively with the then-incumbent Sellers' Representative (or, in the case of Dr. Ellsworth's incapacity, to refrain from acting until a successor is properly appointed).

ARTICLE X — NOTICES

Section 10.1 Notice Requirements. All notices, instructions, requests, consents, demands, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) upon delivery, if delivered personally or by hand;

(b) upon sending, if sent by electronic mail (with electronic confirmation of receipt by the intended recipient, and provided that a copy is sent by another method specified in this Section 10.1 within one (1) Business Day);

(c) on the first (1st) Business Day following the date of deposit with a nationally recognized overnight courier service for next Business Day delivery, with written verification of receipt; or

(d) on the third (3rd) Business Day following the date of mailing, if sent by United States registered or certified mail, return receipt requested, postage prepaid.

All such notices shall be addressed to the applicable Party at the address set forth below (or at such other address as such Party may designate by written notice to the other Parties in accordance with this Section 10.1):

If to Buyer:

Solstice Biomedical, Inc. 1200 Innovation Drive, Suite 400 Wilmington, Delaware 19801

Attention: Helena Byrne, President

Email: hbyrne@solsticebiomedical.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 590 Lexington Avenue, 35th Floor New York, New York 10022

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to the Sellers' Representative:

Dr. Marcus Ellsworth c/o Meridian Surgical Technologies, Inc. 780 Keystone Boulevard, Suite 200 King of Prussia, Pennsylvania 19406

Email: mellsworth@meridiansurgical.com

with a copy (which shall not constitute notice) to:

Whitmore Crane & Pfeiffer LLP One Liberty Place 1650 Market Street, Suite 3600 Philadelphia, Pennsylvania 19103

Attention: Jonathan Whitmore

Email: jwhitmore@wcplaw.com

If to the Escrow Agent:

Keystone Escrow Services, Inc. 1700 Broadway, Suite 2500 New York, New York 10019

Attention: Patricia Langford, Vice President, Corporate Trust & Escrow Services

Email: plangford@keystoneescrow.com

ARTICLE XI — TERMINATION

Section 11.1 Termination. This Agreement shall terminate automatically, without any further action on the part of any Party, upon the later to occur of: (a) the disbursement of all Escrow Funds (including all accrued Earnings thereon) held in the Indemnity Escrow Account and the Earnout Escrow Sub-Account in accordance with the terms of this Agreement, such that no Escrow Funds remain in the custody or control of the Escrow Agent; and (b) the date on which all obligations of the Parties under this Agreement have been fully performed and satisfied. Upon termination, the Escrow Agent shall be released and discharged from all further duties, obligations, and liabilities arising under this Agreement (other than those obligations that expressly survive termination as provided in Section 11.2).

Section 11.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 11.1, the following provisions shall survive and continue in full force and effect following termination: (a) Article VI (Concerning the Escrow Agent), including the indemnification obligations of the Parties set forth in Section 6.4; (b) Article VII (Compensation of Escrow Agent), including the obligation to pay all fees and reimburse all expenses accrued through the date of termination; and (c) any other provision of this Agreement that, by its nature or terms, is intended to survive termination, including Section 12.10 (Waiver of Jury Trial). The obligations of the Parties to indemnify the Escrow Agent Indemnified Parties pursuant to Section 6.4 shall survive termination of this Agreement for a period of two (2) years following the date of termination.

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 12.2 Entire Agreement. This Agreement, together with the Purchase Agreement, the Sellers' Representative Appointment and Joinder Agreement, and the schedules and exhibits attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings, whether written or oral, among the Parties with respect to such subject matter.

Section 12.3 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by each of Buyer, the Sellers' Representative, and the Escrow Agent. No waiver of any provision of this Agreement or any right, remedy, or power hereunder shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties; provided, however, that Buyer may, without the consent of the other Parties, assign its rights and obligations under this Agreement to any direct or indirect wholly owned subsidiary or Affiliate of Buyer, so long as (a) Buyer delivers written notice of such assignment to the Sellers' Representative and the Escrow Agent within five (5) Business Days following such assignment, and (b) Buyer remains primarily liable for all of its obligations under this Agreement notwithstanding any such assignment. Any purported assignment in violation of this Section 12.4 shall be null and void ab initio.

Section 12.5 Third-Party Beneficiaries. The Sellers are intended third-party beneficiaries of this Agreement to the extent of their respective pro rata interests in the Indemnity Escrow Amount and the Earnout Escrow Reserve, and shall be entitled to enforce the provisions of this Agreement relating to the release and disbursement of the Escrow Funds to the Sellers' Representative on their behalf, subject to the authority of the Sellers' Representative to act on their behalf pursuant to Article IX. Except as expressly set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.

Section 12.6 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 12.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a signature page (including Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be effective as delivery of an original executed counterpart of this Agreement. The words "execution," "signed," "signature," and words of similar import in this Agreement shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, and enforceability as a manually executed signature, to the fullest extent permitted by applicable Law.

Section 12.8 Headings. The headings, captions, and section numbers contained in this Agreement are for reference purposes only and shall not affect in any way the meaning, construction, or interpretation of this Agreement.

Section 12.9 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than disputes regarding whether an Earnout Milestone has been achieved, which shall be governed exclusively by Section 4.5 of this Agreement and Section 2.8(f) of the Purchase Agreement), shall be submitted to and resolved by the courts of the State of Delaware located in New Castle County or the United States District Court for the District of Delaware, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for purposes of any such dispute, claim, or controversy. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any such proceeding in any such court, and any claim that any such proceeding brought in any such court has been brought in an inconvenient forum. Service of process may be made in any manner permitted by applicable Law.

Section 12.10 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.10.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SIGNATURE PAGE TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be executed and delivered as of the date first written above.

SOLSTICE BIOMEDICAL, INC.

By: ________

Name: Helena Byrne

Title: President

Date: October 31, 2024

SIGNATURE PAGE TO ESCROW AGREEMENT

DR. MARCUS ELLSWORTH, as Sellers' Representative

________________________________________

Dr. Marcus Ellsworth

Date: October 31, 2024

SIGNATURE PAGE TO ESCROW AGREEMENT

KEYSTONE ESCROW SERVICES, INC.

By: ________

Name: Patricia Langford

Title: Vice President, Corporate Trust & Escrow Services

Date: October 31, 2024

SCHEDULE A

ESCROW AGENT FEES

The following fee schedule shall apply to the Escrow Agent's services under this Agreemen

ESCROW AGREEMENT
EXECUTION VERSION
Dated as of October 31, 2024
among
SOLSTICE BIOMEDICAL, INC. (as Buyer)
DR. MARCUS ELLSWORTH (as Sellers' Representative)
and
KEYSTONE ESCROW SERVICES, INC. (as Escrow Agent)
TABLE OF CONTENTS
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ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 31, 2024, by and among:
(1) Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), with its principal office located at 1200 Innovation Drive, Suite 400, Wilmington, Delaware 19801;
(2) Dr. Marcus Ellsworth, an individual, acting solely in his capacity as the representative of the Sellers (as defined below) pursuant to the Purchase Agreement (as defined below) and the Sellers' Representative Appointment and Joinder Agreement (the "Sellers' Representative"), with an address at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406; and
(3) Keystone Escrow Services, Inc., a Delaware corporation (the "Escrow Agent"), with its principal office located at 1700 Broadway, Suite 2500, New York, New York 10019 (Attention: Patricia Langford, Vice President, Corporate Trust & Escrow Services).
Buyer, the Sellers' Representative, and the Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer, Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), the stockholders of the Company listed on the signature pages of the Purchase Agreement (collectively, the "Sellers"), and the Sellers' Representative have entered into that certain Stock Purchase Agreement, dated as of August 20, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Buyer is acquiring one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company, together with all vested and outstanding options to purchase common stock of the Company, for an aggregate base purchase price of Two Hundred Twenty Million Dollars ($220,000,000) (the "Base Purchase Price"), subject to adjustment as set forth in the Purchase Agreement;
WHEREAS, pursuant to Section 2.6(a) of the Purchase Agreement, the Parties agreed that (a) a portion of the Base Purchase Price equal to Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) (the "Indemnity Escrow Amount"), representing twelve percent (12%) of the Base Purchase Price, shall be withheld from the aggregate closing consideration otherwise payable to the Sellers and deposited into an indemnity escrow account to secure certain indemnification obligations of the Sellers under Article IX of the Purchase Agreement, and (b) an additional amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Earnout Escrow Reserve"), funded entirely by Buyer from its own funds and not deducted from the consideration payable to the Sellers, shall be deposited into a separate escrow sub-account to secure Buyer's obligation to make the contingent earnout payments contemplated by Section 2.8 of the Purchase Agreement in the event that the earnout milestones related to the FDA 510(k) clearance of the ArthroNav platform are achieved within the timeframes specified therein;
WHEREAS, the total aggregate escrow deposits to be made at the closing of the transactions contemplated by the Purchase Agreement (the "Closing") equal Twenty-Eight Million Nine Hundred Thousand Dollars ($28,900,000), consisting of the Indemnity Escrow Amount of $26,400,000 plus the Earnout Escrow Reserve of $2,500,000;
WHEREAS, the Parties desire to establish the terms, conditions, and procedures under which the Escrow Agent shall hold, invest, administer, and disburse the Escrow Funds (as defined below) in connection with the transactions contemplated by the Purchase Agreement and this Agreement;
WHEREAS, the Escrow Agent is willing to accept appointment and to serve in such capacity upon the terms and conditions set forth herein; and
WHEREAS, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Base Purchase Price" means Two Hundred Twenty Million Dollars ($220,000,000), as such amount may be subject to the adjustment mechanisms set forth in Section 2.5 of the Purchase Agreement.
"Business Day" means any day other than a Saturday, a Sunday, or any other day on which banking institutions located in New York, New York are authorized or required by applicable Law or executive order to close.
"Closing Date" means October 31, 2024, which is the date on which the Closing occurs pursuant to Section 2.3 of the Purchase Agreement.
"Earnout Escrow Reserve" means Two Million Five Hundred Thousand Dollars ($2,500,000), together with all interest and other earnings thereon credited to the Earnout Escrow Sub-Account.
"Earnout Escrow Sub-Account" means the separate escrow sub-account designated Account No. KES-2024-EO-09184, maintained by the Escrow Agent at First Continental Trust Co., N.A. (ABA Routing No. 021000089), established and maintained in accordance with Section 2.2(b) of this Agreement.
"Earnout Expiration Date" means June 30, 2027.
"Earnout Milestones" means, collectively, the following milestones as more fully described in Section 2.8 of the Purchase Agreement: (i) Milestone 1: the receipt by the Company (or any of its successors or Affiliates) of clearance from the United States Food and Drug Administration ("FDA") under Section 510(k) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 360(k)) for the ArthroNav Robotic-Assisted Arthroscopy System (Generation 1.0) on or before December 31, 2026 (the achievement of which entitles the Sellers to a payment of Twenty Million Dollars ($20,000,000)); and (ii) Milestone 2: the receipt by the Company (or any of its successors or Affiliates) of clearance from the FDA under Section 510(k) of the Federal Food, Drug, and Cosmetic Act for the ArthroNav Software Module for Real-Time Cartilage Mapping (Generation 2.0 upgrade) on or before June 30, 2027 (the achievement of which entitles the Sellers to a payment of Fifteen Million Dollars ($15,000,000)).
"Escrow Funds" means, collectively, the Indemnity Escrow Amount and the Earnout Escrow Reserve, together with all interest, earnings, dividends, and other income accrued or realized thereon, in each case as held in the Indemnity Escrow Account and the Earnout Escrow Sub-Account, as applicable.
"First Release Date" means October 31, 2025, which is the first (1st) anniversary of the Closing Date, or, if such date is not a Business Day, the immediately following Business Day.
"Indemnity Escrow Account" means the escrow account designated Account No. KES-2024-IND-09183, maintained by the Escrow Agent at First Continental Trust Co., N.A. (ABA Routing No. 021000089), established and maintained in accordance with Section 2.2(a) of this Agreement.
"Indemnity Escrow Amount" means Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000), together with all interest and other earnings thereon credited to the Indemnity Escrow Account, as such amount may be reduced from time to time by disbursements made in accordance with Article III of this Agreement.
"Joint Written Instruction" means a written instruction substantially in the form attached hereto as Exhibit A, or in such other form as may be reasonably acceptable to the Escrow Agent, signed by both (a) a duly authorized representative of Buyer listed on Schedule C and (b) the Sellers' Representative (or his duly authorized designee listed on Schedule C), directing the Escrow Agent to disburse or otherwise act with respect to all or a portion of the Escrow Funds.
"Pending Claims" means, as of any date of determination, all indemnification claims that have been asserted in writing by an Indemnified Party (as defined in the Purchase Agreement) pursuant to Article IX of the Purchase Agreement with respect to which a Claim Notice (as defined in the Purchase Agreement) has been delivered and that have not been finally resolved (whether by mutual agreement of Buyer and the Sellers' Representative, by final non-appealable court order, or by written withdrawal of such claim by the claimant).
"Permitted Investments" means the investments described in Section 5.1 of this Agreement.
"Purchase Agreement" means the Stock Purchase Agreement, dated as of August 20, 2024, by and among Buyer, the Company, the Sellers, and the Sellers' Representative, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Second Release Date" means October 31, 2026, which is the second (2nd) anniversary of the Closing Date, or, if such date is not a Business Day, the immediately following Business Day.
"Sellers' Representative" means Dr. Marcus Ellsworth, in his capacity as the representative of all of the Sellers, appointed by the holders of at least sixty-five percent (65%) of the outstanding shares of common stock of the Company pursuant to the terms of the Sellers' Representative Appointment and Joinder Agreement, dated as of August 20, 2024, or any successor Sellers' Representative appointed in accordance with Section 9.3 of this Agreement and the terms of the Purchase Agreement.
Section 1.2 Incorporation by Reference. All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement. In the event of any conflict between the definitions set forth in this Agreement and those in the Purchase Agreement, the definitions set forth in this Agreement shall control solely for purposes of interpreting and construing this Agreement.
ARTICLE II — APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW ACCOUNTS
Section 2.1 Appointment. Buyer and the Sellers' Representative hereby appoint Keystone Escrow Services, Inc. as escrow agent for the purposes set forth in this Agreement, and the Escrow Agent hereby accepts such appointment, subject to and in accordance with the terms and conditions of this Agreement. The Escrow Agent shall hold, invest, and disburse the Escrow Funds solely in accordance with the provisions of this Agreement.
Section 2.2 Establishment of Accounts. The Escrow Agent shall establish and maintain two (2) separate accounts (or sub-accounts) as follows:
(a) The Indemnity Escrow Account (Account No. KES-2024-IND-09183) at First Continental Trust Co., N.A., which shall be used exclusively to hold and disburse the Indemnity Escrow Amount in accordance with Article III of this Agreement. The Indemnity Escrow Account shall be maintained as a segregated account in the name of the Escrow Agent, as escrow agent, for the benefit of Buyer and the Sellers.
(b) The Earnout Escrow Sub-Account (Account No. KES-2024-EO-09184) at First Continental Trust Co., N.A., which shall be used exclusively to hold and disburse the Earnout Escrow Reserve in accordance with Article IV of this Agreement. The Earnout Escrow Sub-Account shall be maintained as a segregated sub-account in the name of the Escrow Agent, as escrow agent, for the benefit of Buyer and the Sellers.
The Escrow Agent shall maintain the Indemnity Escrow Account and the Earnout Escrow Sub-Account as separate and distinct accounts and shall not commingle the funds held in one account with the funds held in the other account or with any other funds of the Escrow Agent or any other person.
Section 2.3 Deposits. On the Closing Date, Buyer shall cause to be deposited by wire transfer of immediately available funds in United States dollars:
(a) Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) into the Indemnity Escrow Account in accordance with the wire instructions set forth on Schedule B hereto. This amount shall be withheld from the aggregate closing consideration otherwise payable to the Sellers at the Closing and shall be allocated pro rata among the Sellers based on each Seller's percentage of total consideration to be received under the Purchase Agreement (such pro rata percentage for each Seller being set forth on Schedule 2.6(a) of the Purchase Agreement). The deposit of the Indemnity Escrow Amount into the Indemnity Escrow Account shall be treated for all purposes as a deposit of a portion of the purchase price on behalf of the Sellers and shall constitute payment of such portion of the purchase price to the Sellers.
(b) Two Million Five Hundred Thousand Dollars ($2,500,000) into the Earnout Escrow Sub-Account in accordance with the wire instructions set forth on Schedule B hereto. This amount shall be funded entirely by Buyer from its own funds and shall not reduce the consideration payable to the Sellers at the Closing.
Section 2.4 Confirmation of Receipt. The Escrow Agent shall, promptly (and in any event within one (1) Business Day) following receipt of the wire transfers described in Section 2.3, confirm receipt of the Escrow Funds in writing (which may be by email) to both Buyer (at the notice address set forth in Article X) and the Sellers' Representative (at the notice address set forth in Article X), specifying the amounts received and the accounts into which such amounts have been deposited.
ARTICLE III — DISBURSEMENT OF INDEMNITY ESCROW AMOUNT
Section 3.1 Indemnification Claims — Joint Written Instructions.
(a) Upon the final resolution of any indemnification claim asserted under Article IX of the Purchase Agreement, whether by mutual agreement of Buyer and the Sellers' Representative, by final non-appealable order of a court of competent jurisdiction, or by written withdrawal of such claim, Buyer and the Sellers' Representative shall deliver a Joint Written Instruction to the Escrow Agent directing the Escrow Agent to disburse from the Indemnity Escrow Account the applicable amount determined in connection with such resolution: (i) to Buyer (or its designee), to the extent such claim has been finally determined in Buyer's favor (including any amounts agreed or adjudicated as being owed by the Sellers to the Buyer Indemnified Parties under the Purchase Agreement); or (ii) to the Sellers' Representative (for distribution to the Sellers pro rata in accordance with their respective percentages set forth on Schedule 2.6(a) of the Purchase Agreement), to the extent such claim has been finally resolved in the Sellers' favor or has been withdrawn by Buyer.
(b) Notwithstanding any other provision of this Agreement, no disbursement from the Indemnity Escrow Account in respect of any indemnification claim shall be made by the Escrow Agent unless and until the Escrow Agent has received either (i) a Joint Written Instruction directing such disbursement, or (ii) a certified copy of a final, non-appealable order of a court of competent jurisdiction directing such disbursement, together with a written certification from the presenting Party's counsel that such order is final and non-appealable. The Escrow Agent shall have no responsibility or obligation to determine whether any indemnification claim has merit or whether any resolution of any such claim is appropriate, and the Escrow Agent shall be fully protected in relying upon and acting in accordance with any Joint Written Instruction or court order described in this Section 3.1(b).
Section 3.2 Scheduled Releases — First Release Date (October 31, 2025).
(a) On the First Release Date, the Escrow Agent shall release and disburse to the Sellers' Representative (for distribution to the Sellers pro rata in accordance with their respective percentages set forth on Schedule 2.6(a) of the Purchase Agreement) an amount equal to fifty percent (50%) of the initial Indemnity Escrow Amount (i.e., Thirteen Million Two Hundred Thousand Dollars ($13,200,000)), reduced by:
(i) any amounts previously disbursed from the Indemnity Escrow Account to Buyer (or its designee) in respect of resolved indemnification claims pursuant to Section 3.1 on or prior to the First Release Date; and
(ii) an amount equal to the aggregate claimed amounts of all Pending Claims as of the First Release Date (i.e., the total dollar amount of all indemnification claims that have been asserted in writing by any Buyer Indemnified Party in accordance with Article IX of the Purchase Agreement and that remain unresolved as of such date), which amounts shall continue to be retained in the Indemnity Escrow Account as a reserve for such Pending Claims.
For the avoidance of doubt, the amount released on the First Release Date shall in no event be less than zero dollars ($0.00). If the sum of amounts previously disbursed to Buyer and the aggregate amount of Pending Claims equals or exceeds $13,200,000 as of the First Release Date, no release shall be made on the First Release Date, and the entire remaining balance of the Indemnity Escrow Account shall continue to be held by the Escrow Agent in accordance with the terms of this Agreement.
(b) Not later than ten (10) Business Days prior to the First Release Date, the Sellers' Representative shall deliver written notice (substantially in the form attached hereto as Exhibit B) to Buyer and the Escrow Agent requesting the scheduled release, together with a certification setting forth in reasonable detail: (A) the initial Indemnity Escrow Amount; (B) the aggregate amount previously disbursed from the Indemnity Escrow Account (specifying each disbursement by date and amount); (C) the aggregate amount of Pending Claims as of the date of such certification (specifying each Pending Claim by reference number, date of claim notice, and claimed amount); and (D) the resulting balance available for release. Buyer shall have five (5) Business Days following receipt of such notice and certification to deliver to the Sellers' Representative and the Escrow Agent a written objection identifying (with reasonable specificity) any additional Pending Claims or any disagreement with the amounts set forth in the Sellers' Representative's certification. If Buyer delivers such an objection within such five (5) Business Day period, the Escrow Agent shall release only the undisputed portion (if any) on the First Release Date, and the disputed portion shall remain in the Indemnity Escrow Account until the dispute is resolved by Joint Written Instruction or court order. If Buyer does not deliver a timely objection, the Escrow Agent shall release the full amount set forth in the Sellers' Representative's certification.
Section 3.3 Scheduled Releases — Second Release Date (October 31, 2026).
(a) On the Second Release Date, the Escrow Agent shall release and disburse to the Sellers' Representative (for distribution to the Sellers pro rata) the entire remaining balance of the Indemnity Escrow Account, including all accrued interest and earnings thereon, reduced by:
(i) an amount equal to the aggregate claimed amounts of all Pending Claims as of the Second Release Date, which amounts shall continue to be retained in the Indemnity Escrow Account as a reserve for such Pending Claims until resolved in accordance with Section 3.4.
(b) The procedures for notice, certification, and objection set forth in Section 3.2(b) shall apply mutatis mutandis to the release contemplated by this Section 3.3, with references to the "First Release Date" being read as references to the "Second Release Date."
Section 3.4 Release of Pending Claim Reserves.
Upon the final resolution of any Pending Claim after the First Release Date or the Second Release Date, as applicable, whether by mutual agreement, final non-appealable court order, or withdrawal, Buyer and the Sellers' Representative shall promptly (and in any event within five (5) Business Days of such resolution) deliver a Joint Written Instruction to the Escrow Agent directing the Escrow Agent to disburse the amounts held in reserve for such Pending Claim as follows:
(a) to Buyer (or its designee), to the extent the Pending Claim has been finally resolved in Buyer's favor (in whole or in part), in the amount so determined; and
(b) to the Sellers' Representative (for distribution to the Sellers pro rata), to the extent the Pending Claim has been finally resolved in the Sellers' favor, has been withdrawn by Buyer, or the reserved amount exceeds the amount finally determined in Buyer's favor.
If, following the resolution of all Pending Claims, any balance remains in the Indemnity Escrow Account (including any accrued interest or earnings thereon), the Escrow Agent shall release such remaining balance to the Sellers' Representative promptly upon receipt of a Joint Written Instruction or upon presentation of evidence satisfactory to the Escrow Agent (acting reasonably) that no further Pending Claims exist.
Section 3.5 Sole Recourse.
The Parties acknowledge and agree that:
(a) With respect to any indemnification claims arising under Article IX of the Purchase Agreement that are not based on breaches of Fundamental Representations (as defined in the Purchase Agreement), the Indemnity Escrow Account shall constitute the Sellers' sole and exclusive source of recovery for the Buyer Indemnified Parties, subject to and without limiting the coverage afforded by the representations and warranties insurance policy issued by Ridgeline Mutual Insurance Company (Policy No. RMI-RWI-2024-08172), which provides an aggregate policy limit of Forty Million Dollars ($40,000,000) with a retention of Four Million Four Hundred Thousand Dollars ($4,400,000) (such retention to be split equally between Buyer and the Sellers, with each Party bearing fifty percent (50%) thereof).
(b) With respect to indemnification claims arising from breaches of Fundamental Representations (as defined in the Purchase Agreement), recovery may be sought by the Buyer Indemnified Parties directly against the Sellers (subject to, and in accordance with, the terms and limitations set forth in Article IX of the Purchase Agreement), provided that the aggregate liability of the Sellers for all indemnification claims (including both Fundamental Representation claims and non-Fundamental Representation claims) shall not exceed Sixty-One Million Six Hundred Thousand Dollars ($61,600,000), representing twenty-eight percent (28%) of the Base Purchase Price, as set forth in Section 9.4(a) of the Purchase Agreement.
(c) No indemnification claim (other than claims based on Fundamental Representations, fraud, or willful breach) shall be asserted against the Sellers unless and until the aggregate amount of Losses (as defined in the Purchase Agreement) incurred by the Buyer Indemnified Parties exceeds One Million Six Hundred Fifty Thousand Dollars ($1,650,000), representing seventy-five basis points (0.75%) of the Base Purchase Price (the "Basket"), at which point the Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar (i.e., the Basket operates as a "tipping basket"), subject to the further requirement that no individual claim for Losses shall be counted toward the Basket unless such individual claim exceeds Seventy-Five Thousand Dollars ($75,000) (the "De Minimis Threshold"), in each case as more fully set forth in Section 9.4(b) of the Purchase Agreement.
ARTICLE IV — DISBURSEMENT OF EARNOUT ESCROW RESERVE
Section 4.1 Purpose. The Earnout Escrow Reserve has been established to secure Buyer's obligation to make the earnout payments to the Sellers under Section 2.8 of the Purchase Agreement upon the achievement of the Earnout Milestones within the timeframes specified therein. The Earnout Escrow Reserve shall be held, invested, and disbursed by the Escrow Agent solely in accordance with the provisions of this Article IV.
Section 4.2 Release Upon Milestone Achievement.
(a) Milestone 1. Upon the achievement of Milestone 1 (i.e., the receipt of FDA 510(k) clearance of the ArthroNav Robotic-Assisted Arthroscopy System (Generation 1.0) on or before December 31, 2026), Buyer shall, within ten (10) Business Days following such achievement, deliver to the Escrow Agent and the Sellers' Representative a written notice (a "Milestone Achievement Notice") confirming the achievement of Milestone 1 and directing the Escrow Agent to release the entire balance of the Earnout Escrow Sub-Account (or, if less than the full Milestone 1 payment amount, the entire remaining balance thereof) to the Sellers' Representative for distribution to the Sellers pro rata. Concurrently with or promptly following the release of the Earnout Escrow Reserve in connection with Milestone 1, Buyer shall separately fund and pay to the Sellers' Representative (for distribution to the Sellers pro rata) the balance of the Twenty Million Dollar ($20,000,000) Milestone 1 payment not covered by the Earnout Escrow Reserve (i.e., Seventeen Million Five Hundred Thousand Dollars ($17,500,000), assuming the full Earnout Escrow Reserve of $2,500,000 is applied to the Milestone 1 payment).
(b) Milestone 2. Upon the achievement of Milestone 2 (i.e., the receipt of FDA 510(k) clearance of the ArthroNav Software Module for Real-Time Cartilage Mapping (Generation 2.0 upgrade) on or before June 30, 2027), Buyer shall, within ten (10) Business Days following such achievement, deliver a Milestone Achievement Notice to the Escrow Agent and the Sellers' Representative confirming the achievement of Milestone 2 and directing the Escrow Agent to release any remaining balance of the Earnout Escrow Sub-Account (if any) to the Sellers' Representative for distribution to the Sellers pro rata. Buyer shall separately fund and pay to the Sellers' Representative (for distribution to the Sellers pro rata) the balance of the Fifteen Million Dollar ($15,000,000) Milestone 2 payment not covered by the remaining Earnout Escrow Reserve (if any).
(c) If the Earnout Escrow Reserve has already been fully released from the Earnout Escrow Sub-Account in connection with the achievement of Milestone 1 pursuant to Section 4.2(a), no further release from the Earnout Escrow Sub-Account shall be required in connection with the achievement of Milestone 2, and Buyer shall be solely responsible for funding the entire Fifteen Million Dollar ($15,000,000) Milestone 2 payment from its own funds directly to the Sellers' Representative.
Section 4.3 Release to Buyer Upon Expiration.
If neither Earnout Milestone has been achieved on or before the Earnout Expiration Date (June 30, 2027), or if only Milestone 1 has been achieved and less than the full Earnout Escrow Reserve has been released in connection with Milestone 1, then any remaining balance in the Earnout Escrow Sub-Account (including all accrued interest and earnings thereon) shall be released and disbursed to Buyer within ten (10) Business Days following the Earnout Expiration Date. Buyer shall deliver to the Escrow Agent written instructions (which need not be a Joint Written Instruction for this purpose, provided that a copy is simultaneously delivered to the Sellers' Representative) directing such release, together with a certification that the applicable Earnout Milestone(s) have not been achieved as of the Earnout Expiration Date. The Sellers' Representative shall have five (5) Business Days following receipt of such certification to object in writing, and, in the event of an objection, the provisions of Section 4.5 shall apply.
Section 4.4 Partial Achievement.
In the event that Milestone 1 is achieved (and the Earnout Escrow Reserve is applied to the Milestone 1 payment in accordance with Section 4.2(a)) but Milestone 2 is not achieved on or before June 30, 2027, then any unused portion of the Earnout Escrow Reserve remaining in the Earnout Escrow Sub-Account after application to the Milestone 1 payment (if any) shall be released to Buyer within ten (10) Business Days following June 30, 2027, in accordance with the procedures set forth in Section 4.3. For the avoidance of doubt, the Earnout Escrow Reserve shall be applied first to the Milestone 1 payment, and any excess or remaining balance (including accrued interest and earnings) shall remain in the Earnout Escrow Sub-Account until either (x) applied to a Milestone 2 payment upon the achievement of Milestone 2, or (y) released to Buyer following the expiration of the Earnout Period without achievement of Milestone 2.
Section 4.5 Dispute Resolution.
Any disagreement between Buyer and the Sellers' Representative regarding whether an Earnout Milestone has been achieved (including any dispute regarding the interpretation of FDA clearance letters, the scope of device classifications, or the timeliness of achievement) shall be resolved in accordance with Section 2.8(f) of the Purchase Agreement, which provides for binding expert determination by an independent regulatory consultant with at least fifteen (15) years of experience in FDA medical device regulatory matters, who shall be mutually selected by Buyer and the Sellers' Representative within twenty (20) days following written notice of such dispute, or, failing agreement on such selection within such twenty (20) day period, appointed by the American Arbitration Association in accordance with its rules for the appointment of experts. The fees and expenses of such independent regulatory consultant shall be borne equally by Buyer and the Sellers' Representative. Until such dispute is finally resolved in accordance with this Section 4.5, the Earnout Escrow Reserve (or the disputed portion thereof) shall remain in the Earnout Escrow Sub-Account, and the Escrow Agent shall not disburse any portion of the Earnout Escrow Reserve that is the subject of such dispute.
ARTICLE V — INVESTMENT OF ESCROW FUNDS
Section 5.1 Permitted Investments. The Escrow Agent shall invest and reinvest the Escrow Funds (including amounts held in both the Indemnity Escrow Account and the Earnout Escrow Sub-Account) in United States Treasury money market instruments, including United States Treasury bills, United States Treasury notes, or money market mutual funds that invest exclusively in direct obligations of the United States government or repurchase agreements fully collateralized by such obligations ("Permitted Investments"). The initial investment of the Escrow Funds shall be in the First Continental U.S. Treasury Money Market Fund (Ticker: FCTXX), a money market fund offered by First Continental Trust Co., N.A., or such other Permitted Investment as Buyer and the Sellers' Representative may jointly direct in writing from time to time. In the absence of a joint written direction specifying alternative Permitted Investments, the Escrow Agent shall continue to invest and reinvest the Escrow Funds in the First Continental U.S. Treasury Money Market Fund.
Section 5.2 Allocation of Interest and Earnings.
All interest, dividends, and other earnings on the Escrow Funds (collectively, "Earnings") shall be allocated as follows:
(a) Fifty percent (50%) of all Earnings shall be allocated to Buyer; and
(b) Fifty percent (50%) of all Earnings shall be allocated to the Sellers (through the Sellers' Representative, for further allocation among the Sellers pro rata in accordance with their respective percentages set forth on Schedule 2.6(a) of the Purchase Agreement).
Notwithstanding the foregoing allocation, all Earnings shall remain in the applicable escrow account (the Indemnity Escrow Account or the Earnout Escrow Sub-Account, as the case may be) and shall be disbursed together with the principal to which such Earnings relate, in accordance with the release and disbursement provisions of Articles III and IV of this Agreement. The Escrow Agent shall maintain records sufficient to track the allocation of Earnings to each Party.
Section 5.3 Tax Reporting.
(a) For United States federal and applicable state and local income tax purposes, all Earnings accrued on the Indemnity Escrow Amount shall be reported as income fifty percent (50%) to Buyer and fifty percent (50%) to the Sellers (allocated among the Sellers pro rata in accordance with their respective percentages). All Earnings accrued on the Earnout Escrow Reserve shall be reported as income fifty percent (50%) to Buyer and fifty percent (50%) to the Sellers (allocated among the Sellers pro rata).
(b) The Escrow Agent shall prepare and file (or cause to be prepared and filed) all applicable IRS Forms 1099 and such other tax information returns and reporting documents as may be required by applicable Law with respect to the Earnings on the Escrow Funds, and shall furnish copies of all such forms and reports to Buyer and the Sellers' Representative.
(c) Promptly upon execution of this Agreement (and in any event within five (5) Business Days following the date hereof), Buyer and the Sellers' Representative shall each deliver to the Escrow Agent a duly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or, in the case of any Seller who is not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, a duly completed and executed IRS Form W-8BEN or W-8BEN-E, as applicable. The Escrow Agent shall not be required to make any payment or disbursement under this Agreement until it has received all required tax forms.
Section 5.4 Investment Risk. The Parties acknowledge and agree that the Escrow Agent shall not be liable or responsible for any loss in value of the Escrow Funds or any portion thereof resulting from market fluctuations in the value of Permitted Investments, including any decline in the net asset value of any money market fund in which the Escrow Funds are invested, or any loss resulting from the liquidation of Permitted Investments at a time when the market value thereof is less than the cost thereof. All investment risk with respect to the Escrow Funds shall be borne by the Parties in accordance with their respective interests in the Escrow Funds.
ARTICLE VI — CONCERNING THE ESCROW AGENT
Section 6.1 Duties and Responsibilities. The Escrow Agent's duties and responsibilities under this Agreement are limited solely and exclusively to those expressly set forth in this Agreement, and the Escrow Agent shall not be subject to, or obligated to comply with, any other agreement to which the Escrow Agent is not a party (including the Purchase Agreement), even though reference thereto may be made herein. The Escrow Agent acts in a ministerial and administrative capacity only and shall not be deemed a trustee, fiduciary, or agent (except as expressly provided herein) of any Party or any other person with respect to the Escrow Funds. The Escrow Agent shall not be required to take any action that, in the Escrow Agent's reasonable judgment, would be contrary to applicable Law or would subject the Escrow Agent to liability unless the Escrow Agent has received indemnification satisfactory to it.
Section 6.2 Reliance. The Escrow Agent shall be entitled to rely upon, and shall not incur any liability for acting or refraining from acting in good faith upon, any written notice, instruction, request, certificate, instrument, or other document that the Escrow Agent believes in good faith to be genuine and to have been signed or presented by the proper person or persons. The Escrow Agent shall have no duty or obligation to verify or confirm the authority of any person signing or delivering any such document or to determine the validity, accuracy, or completeness of any information contained therein.
Section 6.3 No Duty to Investigate. The Escrow Agent shall have no duty or obligation to review, investigate, or determine whether any instruction, direction, notice, or other communication given to the Escrow Agent by any Party complies with the terms of the Purchase Agreement or any other agreement or instrument, or whether any condition to any disbursement or release has been satisfied (other than the Escrow Agent's receipt of the applicable Joint Written Instruction or court order as expressly required by this Agreement). The Escrow Agent may assume that any instruction, direction, or notice that is not patently inconsistent with the express terms of this Agreement has been given in compliance with all applicable agreements.
Section 6.4 Indemnification of Escrow Agent. Buyer, on the one hand, and the Sellers (through the Sellers' Representative), on the other hand, shall jointly and severally, on a fifty percent (50%) / fifty percent (50%) basis, indemnify, defend, and hold harmless the Escrow Agent and its respective officers, directors, employees, agents, and representatives (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, claims, damages, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) of every kind and nature whatsoever (collectively, "Escrow Agent Losses") arising out of or in connection with this Agreement, the performance of the Escrow Agent's duties hereunder, or the Escrow Agent's status as Escrow Agent hereunder, except to the extent that any such Escrow Agent Losses are finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) to have resulted directly from the Escrow Agent's gross negligence, willful misconduct, or bad faith. This indemnification obligation shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.
Section 6.5 Limitation of Liability. Notwithstanding any other provision of this Agreement, in no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits or opportunity costs) of any kind whatsoever, regardless of the form of action and whether or not the Escrow Agent has been advised of the possibility of such damages. The aggregate liability of the Escrow Agent under this Agreement for any and all claims shall not exceed the total amount of fees actually received by the Escrow Agent under Section 7.1 of this Agreement for the twelve (12) month period immediately preceding the event giving rise to such claim.
Section 6.6 Right to Legal Counsel. The Escrow Agent may at any time consult with legal counsel of its own choosing (who may be counsel to any Party) regarding any question, dispute, or uncertainty arising under or in connection with this Agreement, and the Escrow Agent shall not incur any liability for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel. The reasonable fees and expenses of such legal counsel shall be borne jointly and equally (fifty percent (50%) / fifty percent (50%)) by Buyer, on the one hand, and the Sellers (through the Sellers' Representative), on the other hand.
Section 6.7 Conflicting Instructions; Interpleader. In the event that the Escrow Agent receives conflicting instructions or conflicting claims or demands from Buyer and the Sellers' Representative with respect to the Escrow Funds or any portion thereof, or if the Escrow Agent is in doubt as to the action to be taken under this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to:
(a) refrain from taking any action (other than to continue to hold and invest the Escrow Funds in Permitted Investments) until the conflict, doubt, or uncertainty is resolved to the Escrow Agent's reasonable satisfaction by a Joint Written Instruction, a final non-appealable court order, or by agreement among the Parties; or
(b) deposit the Escrow Funds (or the disputed portion thereof) into a court of competent jurisdiction by way of an interpleader action or similar proceeding, and thereupon the Escrow Agent shall be released and discharged from all further obligations and liabilities under this Agreement with respect to the Escrow Funds so deposited. Any costs, fees, and expenses (including reasonable attorneys' fees) incurred by the Escrow Agent in connection with any such interpleader action or proceeding shall be borne jointly and equally (fifty percent (50%) / fifty percent (50%)) by Buyer, on the one hand, and the Sellers (through the Sellers' Representative), on the other hand, and shall constitute Escrow Agent Losses subject to indemnification under Section 6.4.
ARTICLE VII — COMPENSATION OF ESCROW AGENT
Section 7.1 Fees. The Escrow Agent shall be entitled to compensation for its services under this Agreement in accordance with the fee schedule attached hereto as Schedule A and incorporated herein by reference. Unless otherwise agreed in writing by the Parties, fifty percent (50%) of all fees payable to the Escrow Agent pursuant to Schedule A shall be borne by Buyer and fifty percent (50%) shall be borne by the Sellers (through the Sellers' Representative). The initial annual administration fee shall be payable upon execution of this Agreement, and subsequent annual fees shall be payable on each anniversary of the date hereof (or such other date as may be specified on Schedule A), in each case in advance.
Section 7.2 Reimbursement of Expenses. In addition to the fees payable pursuant to Section 7.1, Buyer, on the one hand, and the Sellers' Representative (on behalf of the Sellers), on the other hand, shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including postage, courier charges, bank wire transfer fees, and similar expenses. Such expenses shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers (through the Sellers' Representative). The Escrow Agent shall submit invoices for such expenses on a quarterly basis, and such invoices shall be payable within thirty (30) days of receipt.
ARTICLE VIII — RESIGNATION AND REMOVAL OF ESCROW AGENT
Section 8.1 Resignation. The Escrow Agent may resign at any time by giving at least thirty (30) days' prior written notice to Buyer and the Sellers' Representative. Such resignation shall not take effect until the appointment of a successor escrow agent in accordance with Section 8.3 and the transfer of all Escrow Funds and records to such successor escrow agent.
Section 8.2 Removal. Buyer and the Sellers' Representative may jointly remove the Escrow Agent at any time, with or without cause, by giving at least thirty (30) days' prior written notice to the Escrow Agent. Such removal shall be effected by a Joint Written Instruction delivered to the Escrow Agent, and shall not take effect until the appointment of a successor escrow agent in accordance with Section 8.3 and the transfer of all Escrow Funds and records to such successor escrow agent.
Section 8.3 Appointment of Successor. If the Escrow Agent resigns or is removed pursuant to Section 8.1 or Section 8.2, Buyer and the Sellers' Representative shall jointly appoint a successor escrow agent within thirty (30) days after the effective date of the notice of resignation or removal. If Buyer and the Sellers' Representative are unable to agree on a successor escrow agent within such thirty (30) day period, the resigning or removed Escrow Agent may (a) petition a court of competent jurisdiction for the appointment of a successor escrow agent, or (b) deposit the Escrow Funds into a court of competent jurisdiction by way of interpleader, and thereupon the Escrow Agent shall be released from all further obligations under this Agreement with respect to the Escrow Funds so deposited. Any successor escrow agent shall execute and deliver to the Parties an instrument accepting such appointment and agreeing to be bound by the terms of this Agreement, and upon such acceptance, all references in this Agreement to "Escrow Agent" shall be deemed to refer to such successor escrow agent.
Section 8.4 Transfer of Funds. Upon the appointment of a successor escrow agent and acceptance of such appointment by the successor, the outgoing Escrow Agent shall promptly (and in any event within five (5) Business Days) transfer and deliver all Escrow Funds, together with all records, documents, and other materials held by the outgoing Escrow Agent in connection with this Agreement, to the successor escrow agent. Upon such transfer and delivery, the outgoing Escrow Agent shall be released and discharged from all further duties, obligations, and liabilities under this Agreement (other than obligations that expressly survive termination pursuant to Section 11.2).
ARTICLE IX — SELLERS' REPRESENTATIVE
Section 9.1 Authority. Dr. Marcus Ellsworth, in his capacity as Sellers' Representative, is hereby authorized, empowered, and directed to act on behalf of all Sellers with respect to all matters arising under this Agreement, including, without limitation: (a) providing instructions and directions to the Escrow Agent regarding the disbursement and release of Escrow Funds; (b) receiving notices, certifications, and communications under this Agreement on behalf of the Sellers; (c) executing and delivering Joint Written Instructions and any other documents or instruments required or permitted to be executed by the Sellers' Representative under this Agreement; (d) engaging legal counsel, accountants, and other advisors at the expense of the Sellers in connection with the administration of this Agreement; and (e) taking all other actions, and exercising all other rights and remedies, that the Sellers' Representative deems necessary or appropriate in connection with this Agreement. The Sellers' Representative's authority is derived from and subject to the terms of the Sellers' Representative Appointment and Joinder Agreement, pursuant to which the Sellers' Representative was appointed by the holders of at least sixty-five percent (65%) of the outstanding shares of common stock of the Company.
Section 9.2 Reliance by Escrow Agent. The Escrow Agent shall be entitled to treat any instruction, direction, notice, consent, or other communication given by the Sellers' Representative as having been duly authorized by, and given on behalf of, all of the Sellers. The Escrow Agent shall have no duty or obligation to inquire into or verify the authority of the Sellers' Representative to act on behalf of any individual Seller, and the Escrow Agent shall be fully protected in dealing with the Sellers' Representative as the sole representative of the Sellers for all purposes under this Agreement.
Section 9.3 Successor Sellers' Representative. In the event that Dr. Marcus Ellsworth is unable or unwilling to continue to serve as Sellers' Representative for any reason (including death, disability, resignation, or removal by the requisite Sellers), a successor Sellers' Representative may be designated in accordance with the terms and procedures set forth in Section 11.15 of the Purchase Agreement and the Sellers' Representative Appointment and Joinder Agreement. Written notice of the designation of any successor Sellers' Representative shall be delivered promptly to the Escrow Agent and Buyer, together with a specimen signature of such successor and such other documentation as the Escrow Agent may reasonably require to confirm the authority of the successor. Until the Escrow Agent has received such notice and documentation, the Escrow Agent shall be entitled to continue to deal exclusively with the then-incumbent Sellers' Representative (or, in the case of Dr. Ellsworth's incapacity, to refrain from acting until a successor is properly appointed).
ARTICLE X — NOTICES
Section 10.1 Notice Requirements. All notices, instructions, requests, consents, demands, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given:
(a) upon delivery, if delivered personally or by hand;
(b) upon sending, if sent by electronic mail (with electronic confirmation of receipt by the intended recipient, and provided that a copy is sent by another method specified in this Section 10.1 within one (1) Business Day);
(c) on the first (1st) Business Day following the date of deposit with a nationally recognized overnight courier service for next Business Day delivery, with written verification of receipt; or
(d) on the third (3rd) Business Day following the date of mailing, if sent by United States registered or certified mail, return receipt requested, postage prepaid.
All such notices shall be addressed to the applicable Party at the address set forth below (or at such other address as such Party may designate by written notice to the other Parties in accordance with this Section 10.1):
If to Buyer:
Solstice Biomedical, Inc. 1200 Innovation Drive, Suite 400 Wilmington, Delaware 19801
Attention: Helena Byrne, President
Email: hbyrne@solsticebiomedical.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 590 Lexington Avenue, 35th Floor New York, New York 10022
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to the Sellers' Representative:
Dr. Marcus Ellsworth c/o Meridian Surgical Technologies, Inc. 780 Keystone Boulevard, Suite 200 King of Prussia, Pennsylvania 19406
Email: mellsworth@meridiansurgical.com
with a copy (which shall not constitute notice) to:
Whitmore Crane & Pfeiffer LLP One Liberty Place 1650 Market Street, Suite 3600 Philadelphia, Pennsylvania 19103
Attention: Jonathan Whitmore
Email: jwhitmore@wcplaw.com
If to the Escrow Agent:
Keystone Escrow Services, Inc. 1700 Broadway, Suite 2500 New York, New York 10019
Attention: Patricia Langford, Vice President, Corporate Trust & Escrow Services
Email: plangford@keystoneescrow.com
ARTICLE XI — TERMINATION
Section 11.1 Termination. This Agreement shall terminate automatically, without any further action on the part of any Party, upon the later to occur of: (a) the disbursement of all Escrow Funds (including all accrued Earnings thereon) held in the Indemnity Escrow Account and the Earnout Escrow Sub-Account in accordance with the terms of this Agreement, such that no Escrow Funds remain in the custody or control of the Escrow Agent; and (b) the date on which all obligations of the Parties under this Agreement have been fully performed and satisfied. Upon termination, the Escrow Agent shall be released and discharged from all further duties, obligations, and liabilities arising under this Agreement (other than those obligations that expressly survive termination as provided in Section 11.2).
Section 11.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 11.1, the following provisions shall survive and continue in full force and effect following termination: (a) Article VI (Concerning the Escrow Agent), including the indemnification obligations of the Parties set forth in Section 6.4; (b) Article VII (Compensation of Escrow Agent), including the obligation to pay all fees and reimburse all expenses accrued through the date of termination; and (c) any other provision of this Agreement that, by its nature or terms, is intended to survive termination, including Section 12.10 (Waiver of Jury Trial). The obligations of the Parties to indemnify the Escrow Agent Indemnified Parties pursuant to Section 6.4 shall survive termination of this Agreement for a period of two (2) years following the date of termination.
ARTICLE XII — GENERAL PROVISIONS
Section 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 12.2 Entire Agreement. This Agreement, together with the Purchase Agreement, the Sellers' Representative Appointment and Joinder Agreement, and the schedules and exhibits attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings, whether written or oral, among the Parties with respect to such subject matter.
Section 12.3 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by each of Buyer, the Sellers' Representative, and the Escrow Agent. No waiver of any provision of this Agreement or any right, remedy, or power hereunder shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties; provided, however, that Buyer may, without the consent of the other Parties, assign its rights and obligations under this Agreement to any direct or indirect wholly owned subsidiary or Affiliate of Buyer, so long as (a) Buyer delivers written notice of such assignment to the Sellers' Representative and the Escrow Agent within five (5) Business Days following such assignment, and (b) Buyer remains primarily liable for all of its obligations under this Agreement notwithstanding any such assignment. Any purported assignment in violation of this Section 12.4 shall be null and void ab initio.
Section 12.5 Third-Party Beneficiaries. The Sellers are intended third-party beneficiaries of this Agreement to the extent of their respective pro rata interests in the Indemnity Escrow Amount and the Earnout Escrow Reserve, and shall be entitled to enforce the provisions of this Agreement relating to the release and disbursement of the Escrow Funds to the Sellers' Representative on their behalf, subject to the authority of the Sellers' Representative to act on their behalf pursuant to Article IX. Except as expressly set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.
Section 12.6 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.
Section 12.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a signature page (including Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be effective as delivery of an original executed counterpart of this Agreement. The words "execution," "signed," "signature," and words of similar import in this Agreement shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, and enforceability as a manually executed signature, to the fullest extent permitted by applicable Law.
Section 12.8 Headings. The headings, captions, and section numbers contained in this Agreement are for reference purposes only and shall not affect in any way the meaning, construction, or interpretation of this Agreement.
Section 12.9 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than disputes regarding whether an Earnout Milestone has been achieved, which shall be governed exclusively by Section 4.5 of this Agreement and Section 2.8(f) of the Purchase Agreement), shall be submitted to and resolved by the courts of the State of Delaware located in New Castle County or the United States District Court for the District of Delaware, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for purposes of any such dispute, claim, or controversy. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any such proceeding in any such court, and any claim that any such proceeding brought in any such court has been brought in an inconvenient forum. Service of process may be made in any manner permitted by applicable Law.
Section 12.10 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.10.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGE TO ESCROW AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be executed and delivered as of the date first written above.
SOLSTICE BIOMEDICAL, INC.
By: ________
Name: Helena Byrne
Title: President
Date: October 31, 2024
SIGNATURE PAGE TO ESCROW AGREEMENT
DR. MARCUS ELLSWORTH, as Sellers' Representative
________________________________________
Dr. Marcus Ellsworth
Date: October 31, 2024
SIGNATURE PAGE TO ESCROW AGREEMENT
KEYSTONE ESCROW SERVICES, INC.
By: ________
Name: Patricia Langford
Title: Vice President, Corporate Trust & Escrow Services
Date: October 31, 2024
SCHEDULE A
ESCROW AGENT FEES
The following fee schedule shall apply to the Escrow Agent's services under this Agreemen

ESCROW AGREEMENT

EXECUTION VERSION

TABLE OF CONTENTS

ESCROW AGREEMENT

RECITALS

SIGNATURE PAGE TO ESCROW AGREEMENT

SOLSTICE BIOMEDICAL, INC.

SIGNATURE PAGE TO ESCROW AGREEMENT

SIGNATURE PAGE TO ESCROW AGREEMENT

KEYSTONE ESCROW SERVICES, INC.

SCHEDULE A

ESCROW AGENT FEES

Record

Parties

Dates

Amounts