1037-00006 · Solstice Biomedical Devices Ltd · Transaction Documents

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SELLERS' REPRESENTATIVE APPOINTMENT AND JOINDER AGREEMENT

Dated as of August 20, 2024

This SELLERS' REPRESENTATIVE APPOINTMENT AND JOINDER AGREEMENT (this "Agreement") is entered into as of August 20, 2024, the date of execution of that certain Stock Purchase Agreement (as defined below), by and among Dr. Marcus Ellsworth, an individual, in his capacity as the Sellers' Representative (as defined herein), the undersigned stockholders and option holders of Meridian Surgical Technologies, Inc., a Delaware corporation, each as identified on Exhibit A attached hereto (collectively, the "Sellers" and each individually, a "Seller"), and, solely for purposes of Article IV, Article IX, and the acknowledgment set forth on the signature pages hereto, Solstice Biomedical, Inc., a Delaware corporation ("Buyer"), and Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company").

RECITALS

WHEREAS:

A. Buyer, a wholly owned subsidiary of Solstice Biomedical Devices Ltd., a private limited company organized under the laws of Ireland ("Parent"), the Company, the Sellers, and Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative (the "Sellers' Representative"), have entered into that certain Stock Purchase Agreement dated as of August 20, 2024 (the "Purchase Agreement"), pursuant to which Buyer will acquire one hundred percent (100%) of the outstanding shares of common stock, par value $0.001 per share, of the Company, and all vested options to purchase shares of common stock of the Company, for an aggregate base purchase price of Two Hundred Twenty Million Dollars ($220,000,000) in cash (the "Base Purchase Price"), plus contingent earnout consideration of up to Thirty-Five Million Dollars ($35,000,000), on the terms and subject to the conditions set forth in the Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

B. Section 10.14 of the Purchase Agreement requires the appointment of a Sellers' Representative by holders of at least sixty-five percent (65%) of the outstanding shares of the Company's common stock to act on behalf of all Sellers with respect to certain post-closing matters, including, without limitation, earnout determinations, indemnification claims, escrow release matters, and the Net Working Capital adjustment process, and the Purchase Agreement contemplates that such appointment shall be evidenced by a written instrument substantially in the form of this Agreement.

C. The undersigned Sellers collectively hold at least sixty-five percent (65%) of the 7,450,000 outstanding shares of common stock of the Company and desire to appoint Dr. Marcus Ellsworth as the Sellers' Representative. Dr. Marcus Ellsworth is the Founder, Chief Executive Officer, and largest individual shareholder of the Company, holding 2,845,900 shares of common stock of the Company (representing approximately 38.2% of the outstanding shares of common stock), and is willing to serve as Sellers' Representative on the terms and conditions set forth herein and in the Purchase Agreement.

D. Each undersigned Seller desires to join in this Agreement and to be bound by the terms hereof and the corresponding provisions of the Purchase Agreement relating to the Sellers' Representative, and each such Seller acknowledges that the appointment of the Sellers' Representative and the grant of authority set forth herein are essential to the consummation of the transactions contemplated by the Purchase Agreement and are a material inducement to Buyer to enter into the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 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:

"Buyer" means Solstice Biomedical, Inc., a Delaware corporation, with its principal offices located at 1200 Innovation Drive, Suite 400, Wilmington, Delaware 19801.

"Company" means Meridian Surgical Technologies, Inc., a Delaware corporation, with its principal offices located at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406; Delaware Secretary of State File Number 5819734; Employer Identification Number 84-3192057.

"Earnout" means the contingent earnout consideration of up to Thirty-Five Million Dollars ($35,000,000) payable upon achievement of specified FDA regulatory milestones for the ArthroNav platform, as set forth in Article VII of the Purchase Agreement, consisting of the following:

(a) Milestone 1: Twenty Million Dollars ($20,000,000), payable upon FDA 510(k) clearance of ArthroNav Generation 1.0 on or before December 31, 2026; and

(b) Milestone 2: Fifteen Million Dollars ($15,000,000), payable upon FDA 510(k) clearance of ArthroNav Software Module for Real-Time Cartilage Mapping Generation 2.0 on or before June 30, 2027.

"Earnout Escrow Reserve" means the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) deposited into a separate escrow sub-account at Keystone Escrow Services, Inc. (Escrow Account Number KES-2024-EO-09184) to secure Buyer's obligation to make earnout payments in accordance with the terms of the Purchase Agreement and the Escrow Agreement.

"Earnout Period" means the period commencing on the Closing Date and ending on June 30, 2027.

"Escrow Agent" means Keystone Escrow Services, Inc., a Delaware corporation, with its principal offices located at 1700 Broadway, Suite 2500, New York, New York 10019.

"Escrow Agreement" means that certain Escrow Agreement dated as of the Closing Date, by and among Buyer, the Sellers' Representative (on behalf of the Sellers), and the Escrow Agent, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

"Expense Fund" has the meaning set forth in Section 5.1.

"Indemnity Escrow Amount" means Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000), representing twelve percent (12%) of the Base Purchase Price, deposited with the Escrow Agent in accordance with the terms of the Purchase Agreement and the Escrow Agreement (Escrow Account Number KES-2024-IND-09183).

"Independent Accounting Referee" means Hargrove Bennett LLP, a registered public accounting firm with offices located at 1735 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103. The key contact for purposes of any engagement pursuant to this Agreement or the Purchase Agreement shall be Margaret Chen, CPA, Partner.

"Net Working Capital Adjustment" means the post-closing true-up process set forth in Section 2.6 of the Purchase Agreement, pursuant to which the Base Purchase Price shall be adjusted based on the difference, if any, between final Closing Net Working Capital and the Target Net Working Capital of Eleven Million Five Hundred Thousand Dollars ($11,500,000). The Estimated Closing Net Working Capital as of the date hereof is Twelve Million One Hundred Seventy-Five Thousand Dollars ($12,175,000), reflecting an estimated surplus of Six Hundred Seventy-Five Thousand Dollars ($675,000). The determination deadline for the final Closing Statement is January 29, 2025, which is ninety (90) days following the anticipated Closing Date of October 31, 2024.

"Parent" means Solstice Biomedical Devices Ltd., a private limited company organized under the laws of Ireland.

"Pro Rata Share" means, with respect to each Seller, the percentage determined by dividing (i) the aggregate consideration attributable to such Seller (including common stock consideration and, in the case of option holders, option cancellation consideration) by (ii) the aggregate consideration payable to all Sellers under the Purchase Agreement.

"Purchase Agreement" has the meaning set forth in Recital A.

"Sellers" has the meaning set forth in the preamble.

"Sellers' Representative" means Dr. Marcus Ellsworth, an individual, or any successor appointed pursuant to Section 6.3, acting in his or her capacity as the representative of the Sellers under this Agreement and the Purchase Agreement.

All other capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement.

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment. Each undersigned Seller hereby irrevocably appoints, designates, and constitutes Dr. Marcus Ellsworth as the Sellers' Representative, effective as of the date hereof, with full power and authority to act on behalf of each such Seller as agent and attorney-in-fact, with respect to the matters described in Article III of this Agreement and the corresponding provisions of the Purchase Agreement. This appointment is coupled with an interest and is irrevocable, and shall not be affected by the death, incapacity, dissolution, liquidation, bankruptcy, insolvency, or any other event affecting any Seller. Each Seller acknowledges and agrees that the power of attorney granted hereby is a durable power of attorney that shall not be revoked by the subsequent disability or incompetence of any Seller. Each Seller further acknowledges that this appointment satisfies the requirement under Section 10.14 of the Purchase Agreement that holders of at least sixty-five percent (65%) of the outstanding shares of common stock of the Company authorize the appointment of the Sellers' Representative, and that the aggregate shareholdings of the undersigned Sellers represent at least sixty-eight and two-tenths percent (68.2%) of the outstanding shares of common stock of the Company.

Section 2.2 — Acceptance. Dr. Marcus Ellsworth hereby accepts the appointment as Sellers' Representative and agrees to act in such capacity on the terms and conditions set forth in this Agreement and in the Purchase Agreement. Dr. Marcus Ellsworth acknowledges that, in accepting this appointment, he will exercise his authority in a manner that he reasonably believes to be in the best interests of the Sellers, taken as a whole, and in accordance with the terms of this Agreement and the Purchase Agreement. The address of Dr. Marcus Ellsworth for notice purposes shall be as set forth in Section 9.1.

Section 2.3 — Ratification of Actions. Each Seller hereby ratifies and confirms, and agrees to be bound by, all actions heretofore taken by Dr. Marcus Ellsworth in connection with the negotiation, execution, and delivery of the Purchase Agreement, the Escrow Agreement, and each of the other Transaction Documents (as defined in the Purchase Agreement), and the transactions contemplated thereby, in his capacity as the designated Sellers' Representative. Without limiting the generality of the foregoing, each Seller acknowledges that Dr. Marcus Ellsworth has acted, and has been authorized to act, on behalf of all Sellers in connection with the negotiation of the Base Purchase Price, the Earnout structure, the indemnification framework, the escrow terms, and all other material terms and conditions of the Purchase Agreement.

ARTICLE III — AUTHORITY AND POWERS OF THE SELLERS' REPRESENTATIVE

Section 3.1 — General Grant of Authority. The Sellers' Representative shall have full power and authority, acting alone and without the joinder or consent of any Seller, to take all actions and make all decisions on behalf of the Sellers as contemplated by the Purchase Agreement, this Agreement, the Escrow Agreement, and any other Transaction Document, including, without limitation, the specific powers and authorities set forth in Sections 3.2 through 3.7 of this Agreement. The enumeration of specific powers in Sections 3.2 through 3.7 shall not be construed to limit the generality of the authority granted in this Section 3.1, and the Sellers' Representative shall have such additional powers and authority as may be reasonably necessary or appropriate to carry out the purposes of this Agreement and to perform the obligations of the Sellers' Representative under the Purchase Agreement. The Sellers' Representative shall be the sole and exclusive representative of the Sellers with respect to the matters described herein, and no individual Seller shall have the right to act independently or to exercise any of the rights reserved to the Sellers' Representative hereunder or under the Purchase Agreement.

Section 3.2 — Post-Closing Earnout Determinations. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to the Earnout:

(a) Receipt of Milestone Notices. To receive notices from Buyer regarding the achievement or non-achievement of each Earnout Milestone, including (i) Milestone 1 (FDA 510(k) clearance of ArthroNav Generation 1.0) and (ii) Milestone 2 (FDA 510(k) clearance of ArthroNav Software Module for Real-Time Cartilage Mapping Generation 2.0), and to review and evaluate all supporting documentation provided by Buyer in connection therewith.

(b) Dispute of Milestone Determinations. To dispute, challenge, or contest any determination by Buyer that an Earnout Milestone has not been achieved or that the conditions precedent to payment of the corresponding Earnout consideration have not been satisfied, and to deliver any notice of objection or dispute required or permitted under Article VII of the Purchase Agreement.

(c) Dispute Resolution. To invoke the dispute resolution mechanism set forth in Section 7.5 of the Purchase Agreement, including the selection of (or participation in the appointment through the American Arbitration Association of) an independent regulatory consultant with relevant FDA experience for binding expert determination of any disputed Earnout Milestone.

(d) Enforcement of Earnout Covenants. To enforce Buyer's earnout-related covenants set forth in the Purchase Agreement, including, without limitation, Buyer's obligation to (i) use commercially reasonable efforts to pursue and diligently prosecute 510(k) submissions for the ArthroNav platform and the ArthroNav Software Module for Real-Time Cartilage Mapping, (ii) maintain a minimum annual research and development budget of Six Million Dollars ($6,000,000) dedicated to ArthroNav development throughout the Earnout Period, (iii) refrain from diverting Dr. Raj Subramanian from the ArthroNav development program without the prior written consent of the Sellers' Representative, and (iv) provide the Sellers' Representative with ninety (90) days' prior written notice before discontinuing, abandoning, or materially curtailing the ArthroNav program.

(e) Receipt and Distribution of Earnout Payments. To receive Earnout payments from Buyer and to distribute such payments to the Sellers on a pro rata basis in accordance with each Seller's Pro Rata Share.

(f) Earnout Escrow Reserve. To direct the release of the Earnout Escrow Reserve from Keystone Escrow Services, Inc. (Escrow Account Number KES-2024-EO-09184), including the delivery of joint instructions to the Escrow Agent, and to take all actions reasonably necessary or appropriate in connection with the administration and release of the Earnout Escrow Reserve.

Section 3.3 — Indemnification Claims. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to indemnification claims under the Purchase Agreement:

(a) General Authority. To receive, review, respond to, dispute, negotiate, compromise, settle, consent to, or reject any and all indemnification claims made by Buyer, Parent, or any other Buyer Indemnified Party under Article IX of the Purchase Agreement, including claims for breaches of representations and warranties, breaches of covenants, and claims based on Fundamental Representations.

(b) Defense of Claims. To take any and all actions in defense of indemnification claims, including engaging legal counsel, experts, consultants, and other advisors on behalf of the Sellers, and to direct and control the defense of any third-party claims giving rise to indemnification obligations under the Purchase Agreement.

(c) Indemnification Framework. Without limiting the foregoing, the Sellers' Representative's authority under this Section 3.3 shall be exercised with reference to the following indemnification framework set forth in the Purchase Agreement:

(i) Indemnification Cap: Sixty-One Million Six Hundred Thousand Dollars ($61,600,000), representing twenty-eight percent (28%) of the Base Purchase Price;

(ii) De Minimis Threshold: Seventy-Five Thousand Dollars ($75,000) per individual claim (claims below this threshold shall not count toward the Basket);

(iii) Basket (Tipping): One Million Six Hundred Fifty Thousand Dollars ($1,650,000) (once the aggregate amount of qualifying claims exceeds the Basket, the Buyer Indemnified Parties shall be entitled to indemnification for the full amount of all qualifying claims from the first dollar);

(iv) General Representation Survival Period: Twenty-four (24) months following the Closing Date (through October 31, 2026);

(v) Fundamental Representations: Surviving until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof); and

(vi) Environmental Representations: Surviving for thirty-six (36) months following the Closing Date (through October 31, 2027).

(d) Sole and Exclusive Remedy. The Sellers' Representative acknowledges, and each Seller hereby acknowledges, that with respect to non-Fundamental Representation claims, the Indemnity Escrow Amount constitutes the Sellers' sole and exclusive source of recovery (subject to Buyer's rights, if any, under the representation and warranty insurance policy issued by Ridgeline Mutual Insurance Company (Policy No. RMI-2024-BYS-01573) (the "R&W Insurance Policy")), and the Sellers' Representative shall not be authorized to agree to any indemnification obligation on behalf of the Sellers in excess of the Indemnity Escrow Amount with respect to such claims.

(e) Indemnity Escrow Payments. To direct payments from the Indemnity Escrow Account (Escrow Account Number KES-2024-IND-09183 at Keystone Escrow Services, Inc.) in connection with agreed or finally determined indemnification claims, and to deliver joint instructions to the Escrow Agent together with Buyer in connection therewith.

Section 3.4 — Escrow Release Matters. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to escrow matters:

(a) Joint Instructions. To deliver joint instructions (together with Buyer) to the Escrow Agent regarding the release of all or any portion of the Indemnity Escrow Amount in accordance with the terms of the Escrow Agreement and the Purchase Agreement.

(b) Indemnity Escrow Release Schedule. The Indemnity Escrow Amount shall be released in accordance with the following schedule:

(i) First Release: Fifty percent (50%) of the remaining Indemnity Escrow Amount (up to Thirteen Million Two Hundred Thousand Dollars ($13,200,000)) shall be released on the twelve (12)-month anniversary of the Closing Date (October 31, 2025), less the aggregate amount of any then-pending indemnification claims asserted by Buyer that have not been finally resolved; and

(ii) Final Release: The remaining balance of the Indemnity Escrow Amount shall be released on the twenty-four (24)-month anniversary of the Closing Date (October 31, 2026), less the aggregate amount of any then-pending indemnification claims asserted by Buyer that have not been finally resolved.

(c) Disputes Regarding Release. To dispute any claims, objections, or withholdings asserted by Buyer with respect to the scheduled release of escrow funds, and to pursue all remedies available to the Sellers in connection therewith, including the dispute resolution mechanisms set forth in the Purchase Agreement and the Escrow Agreement.

(d) Distribution of Released Funds. To receive and distribute released escrow funds (including any interest earned thereon, which shall be allocated fifty percent (50%) to Buyer and fifty percent (50%) to the Sellers) to the Sellers on a pro rata basis in accordance with each Seller's Pro Rata Share.

Section 3.5 — Net Working Capital Adjustment. Without limiting the generality of Section 3.1, the Sellers' Representative shall have the following authority with respect to the Net Working Capital Adjustment:

(a) Review of Closing Statement. To review and respond to the Closing Statement delivered by Buyer within ninety (90) days after the Closing Date (with a determination deadline of January 29, 2025), and to request access to the books, records, and work papers of the Company as reasonably necessary to evaluate the Closing Statement.

(b) Dispute of NWC Calculations. To dispute the calculation of final Closing Net Working Capital as set forth in the Closing Statement, including any dispute as to whether the Target Net Working Capital of Eleven Million Five Hundred Thousand Dollars ($11,500,000) or the Estimated Closing Net Working Capital of Twelve Million One Hundred Seventy-Five Thousand Dollars ($12,175,000) (reflecting an estimated NWC Surplus of Six Hundred Seventy-Five Thousand Dollars ($675,000)) has been properly determined, and to deliver any notice of objection required under Section 2.6 of the Purchase Agreement within the applicable thirty (30)-day review period.

(c) Independent Accounting Referee. To refer any NWC disputes that cannot be resolved by mutual agreement to the Independent Accounting Referee (Hargrove Bennett LLP, Margaret Chen, CPA, Partner), and to participate in any proceedings before the Independent Accounting Referee, including the submission of position papers, supporting documentation, and other materials.

(d) Adjustment Payments. To receive any additional consideration payable to the Sellers resulting from a NWC surplus, or to facilitate the payment by the Sellers (on a pro rata basis in accordance with each Seller's Pro Rata Share) of any amounts payable to Buyer resulting from a NWC shortfall.

(e) Accounting Methodologies. To agree upon accounting methodologies, principles, policies, and procedures in connection with the preparation and review of the Closing Statement and the determination of final Closing Net Working Capital, and to respond to and negotiate with respect to Buyer's proposed adjustments.

Section 3.6 — Agreements, Waivers, Amendments, and Consents. Without limiting the generality of Section 3.1, the Sellers' Representative shall have full power and authority:

(a) to negotiate, agree to, and execute any amendments, modifications, supplements, or waivers to the Purchase Agreement, the Escrow Agreement, or any other Transaction Document or ancillary agreement on behalf of all Sellers, in each case to the extent relating to post-closing matters within the scope of the Sellers' Representative's authority;

(b) to give and receive any consents, approvals, or authorizations required or permitted under the Purchase Agreement, the Escrow Agreement, or any other Transaction Document on behalf of all Sellers; and

(c) to execute and deliver any documents, instruments, certificates, or agreements on behalf of all Sellers as may be reasonably necessary or appropriate to carry out the purposes of this Agreement and the Purchase Agreement.

Section 3.7 — Litigation and Dispute Resolution. Without limiting the generality of Section 3.1, the Sellers' Representative shall have full power and authority:

(a) to commence, prosecute, defend, settle, or otherwise participate in any litigation, arbitration, mediation, or other dispute resolution proceeding arising out of or related to the Purchase Agreement, the Escrow Agreement, any other Transaction Document, or the transactions contemplated thereby, whether as plaintiff, defendant, counterclaimant, or otherwise;

(b) to engage legal counsel on behalf of the Sellers in connection with any such proceeding, including, without limitation, the firm of Whitmore Crane & Pfeiffer LLP, with offices at One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103; and

(c) to bind all Sellers to any settlement, compromise, consent judgment, or other resolution of any such proceeding, and to execute and deliver any release, settlement agreement, or other document in connection therewith, in each case as the Sellers' Representative may determine in his reasonable discretion to be in the best interests of the Sellers, taken as a whole.

ARTICLE IV — RELIANCE BY THIRD PARTIES

Section 4.1 — Buyer's Right to Rely. Buyer and Parent shall be entitled to rely conclusively, without independent inquiry or investigation, on any action taken, decision made, consent or approval given, notice or instruction delivered, document executed, or agreement entered into by the Sellers' Representative as being the act of, and fully binding upon, each and every Seller. Any notice, request, demand, or other communication given to or served upon the Sellers' Representative in accordance with the terms of this Agreement or the Purchase Agreement shall constitute effective notice to, and service upon, all Sellers. Any payment made by Buyer or Parent to the Sellers' Representative in accordance with the terms of the Purchase Agreement, the Escrow Agreement, or this Agreement shall constitute payment to all Sellers and shall fully discharge Buyer's and Parent's obligation with respect to such payment, regardless of whether the Sellers' Representative distributes such payment to the individual Sellers.

Section 4.2 — Escrow Agent's Right to Rely. Keystone Escrow Services, Inc., as Escrow Agent, shall be entitled to rely upon any instruction, notice, certificate, or other communication delivered by the Sellers' Representative as being duly authorized by all Sellers. The Escrow Agent shall have no obligation to verify the authority of the Sellers' Representative beyond the terms of this Agreement and the Escrow Agreement, and shall be fully protected in acting or refraining from acting in reliance upon any instruction, notice, or certificate delivered by the Sellers' Representative that the Escrow Agent in good faith believes to be genuine and to have been given by the Sellers' Representative. The Escrow Agent shall not be liable to any Seller for any action taken or omitted in reliance upon any such instruction, notice, or certificate.

Section 4.3 — Third Party Reliance Generally. No third party dealing with the Sellers' Representative in connection with the matters contemplated by this Agreement or the Purchase Agreement shall be required to verify, confirm, or otherwise investigate the authority of the Sellers' Representative or the validity of any action taken by the Sellers' Representative, and all such third parties may rely upon the authority granted to the Sellers' Representative herein without further inquiry. The authority of the Sellers' Representative shall be deemed established by the execution and delivery of this Agreement, and any person dealing with the Sellers' Representative in good faith shall be fully protected in relying upon such authority.

ARTICLE V — SELLERS' REPRESENTATIVE EXPENSE FUND AND COMPENSATION

Section 5.1 — Expense Fund. The Sellers' Representative shall be entitled to deduct and withhold from amounts otherwise distributable to the Sellers (including, without limitation, amounts received in respect of the Earnout, the release of escrow funds, and the Net Working Capital Adjustment) a reasonable reserve for anticipated expenses in connection with the performance of his duties hereunder (the "Expense Fund"), in an amount to be determined by the Sellers' Representative in his reasonable discretion. The Expense Fund shall be held by the Sellers' Representative and may be invested in short-term, investment-grade money market instruments or maintained in a segregated bank account at the discretion of the Sellers' Representative. Expenses eligible for reimbursement from the Expense Fund shall include, without limitation:

(a) legal fees and expenses, including fees of Whitmore Crane & Pfeiffer LLP and any other counsel retained by the Sellers' Representative in connection with his duties;

(b) accounting fees and expenses, including fees of the Independent Accounting Referee (Hargrove Bennett LLP) in connection with NWC disputes;

(c) expert fees and expenses, including fees of any independent regulatory consultant retained in connection with Earnout Milestone disputes;

(d) travel, lodging, and related out-of-pocket costs incurred by the Sellers' Representative in connection with the performance of his duties;

(e) costs of reproducing, transmitting, and storing documents;

(f) fees and expenses of any other advisors, consultants, or professionals retained by the Sellers' Representative in connection with his duties; and

(g) any other reasonable out-of-pocket costs and expenses incurred by the Sellers' Representative in the performance of his duties under this Agreement or the Purchase Agreement.

Any unused portion of the Expense Fund shall be distributed to the Sellers on a pro rata basis in accordance with each Seller's Pro Rata Share, promptly following the final resolution of all post-closing matters and the termination of the Sellers' Representative's authority under Section 7.3. The Sellers' Representative shall provide an accounting of the Expense Fund to any Seller upon reasonable written request.

Section 5.2 — No Compensation. The Sellers' Representative shall not receive any separate compensation, fee, retainer, or other remuneration for serving in such capacity, other than reimbursement of expenses from the Expense Fund as provided in Section 5.1.

Section 5.3 — Pro Rata Sharing. All expenses incurred by the Sellers' Representative in his capacity as such shall be shared by the Sellers on a pro rata basis based on each Seller's Pro Rata Share. Each Seller's Pro Rata Share shall be determined by dividing (i) the aggregate consideration attributable to such Seller (including common stock consideration and, in the case of option holders, option cancellation consideration) by (ii) the aggregate consideration of Two Hundred Twenty Million Dollars ($220,000,000) payable to all Sellers under the Purchase Agreement (exclusive of any Earnout consideration). In the event that the Expense Fund is insufficient to cover expenses incurred by the Sellers' Representative, each Seller shall, upon written request by the Sellers' Representative, promptly reimburse the Sellers' Representative for such Seller's Pro Rata Share of any excess expenses.

ARTICLE VI — LIABILITY, INDEMNIFICATION, AND REPLACEMENT

Section 6.1 — Standard of Care; Limitation of Liability. The Sellers' Representative shall not be liable to any Seller for any act taken or omitted to be taken by the Sellers' Representative in good faith and in the reasonable exercise of the Sellers' Representative's judgment, including any act taken or omitted based upon the advice of legal counsel, accountants, or other professional advisors retained by the Sellers' Representative, except in the case of the Sellers' Representative's own gross negligence, willful misconduct, or fraud. The Sellers' Representative shall have no obligation to investigate independently any facts, circumstances, or matters relating to the Purchase Agreement, the Escrow Agreement, or the transactions contemplated thereby, and shall be entitled to rely upon any information, documents, certificates, or representations provided by Buyer, the Company, the Escrow Agent, or any other party without independent verification. In no event shall the Sellers' Representative be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages arising out of or relating to the performance of his duties hereunder.

Section 6.2 — Indemnification of Sellers' Representative. Each Seller, severally and not jointly (in proportion to such Seller's Pro Rata Share), shall indemnify, defend, and hold harmless the Sellers' Representative from and against any and all losses, claims, damages, liabilities, obligations, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of, resulting from, or in connection with the Sellers' Representative's performance of his duties or exercise of his authority under this Agreement, the Purchase Agreement, the Escrow Agreement, or any other Transaction Document, except to the extent that such losses, claims, damages, liabilities, obligations, costs, or expenses arise directly from the Sellers' Representative's own gross negligence, willful misconduct, or fraud. The indemnification obligations set forth in this Section 6.2 shall survive the termination of this Agreement and the resignation or removal of the Sellers' Representative.

Section 6.3 — Resignation and Successor Appointment.

(a) Resignation. The Sellers' Representative may resign at any time upon thirty (30) days' prior written notice delivered to Buyer and to each Seller at the addresses set forth in Exhibit A and Section 9.1. Such resignation shall become effective upon the earlier of (i) the appointment of a successor Sellers' Representative in accordance with Section 6.3(b) or (ii) the expiration of such thirty (30)-day notice period.

(b) Successor Appointment. Upon the resignation, removal, death, or permanent incapacity of the Sellers' Representative, a successor Sellers' Representative shall be appointed by the affirmative vote or written consent of Sellers holding a majority of the aggregate consideration received by all Sellers (based on each Seller's Pro Rata Share). Notice of any such appointment shall be given promptly to Buyer and to the Escrow Agent.

(c) Default Successor. If no successor Sellers' Representative is appointed within thirty (30) days after the effective date of the Sellers' Representative's resignation or the date of the Sellers' Representative's death or permanent incapacity, as applicable, the Seller holding the next-largest Pro Rata Share of consideration (after Dr. Marcus Ellsworth) shall serve as successor Sellers' Representative until such time as a successor is appointed in accordance with Section 6.3(b).

(d) Rights of Successor. Any successor Sellers' Representative appointed or designated pursuant to this Section 6.3 shall have all of the rights, powers, authority, and obligations of the initial Sellers' Representative under this Agreement, the Purchase Agreement, the Escrow Agreement, and any other Transaction Document, and shall execute and deliver such documents and instruments as may be reasonably necessary to evidence the appointment of such successor.

Section 6.4 — Death or Incapacity. In the event of the death or permanent incapacity of Dr. Marcus Ellsworth during the term of this Agreement, the provisions of Section 6.3 regarding successor appointment shall apply. For purposes of this Agreement, "permanent incapacity" shall mean the inability of the Sellers' Representative, by reason of physical or mental disability, to perform his duties hereunder for a continuous period of ninety (90) days or more, as certified in writing by a licensed physician.

ARTICLE VII — JOINDER AND AGREEMENT OF SELLERS

Section 7.1 — Joinder. Each undersigned Seller, by executing this Agreement (whether on the signature pages hereto or on a counterpart joinder page in substantially the form set forth in Exhibit B), irrevocably joins in and agrees to be bound by all of the terms, provisions, and conditions of this Agreement. Each Seller acknowledges that the Sellers' Representative has the authority described in Article III and agrees to be bound by all actions taken and all decisions made by the Sellers' Representative within the scope of such authority, whether or not such Seller has received prior notice of or consented to such actions or decisions. Each Seller further acknowledges that the execution of this Agreement (or a counterpart joinder page) is a condition precedent to such Seller's right to receive its Pro Rata Share of the consideration payable under the Purchase Agreement.

Section 7.2 — Binding Effect on All Sellers. The terms of this Agreement are binding on all Sellers, and on their respective heirs, executors, administrators, legal representatives, successors, and assigns. Each Seller acknowledges and agrees that all Sellers, including option holders of the Company receiving option cancellation consideration under the Purchase Agreement, will be bound by the actions, decisions, agreements, consents, waivers, and settlements of the Sellers' Representative taken or made within the scope of the Sellers' Representative's authority under this Agreement and the Purchase Agreement. No individual Seller shall have the right to object to, disaffirm, or challenge any action taken or decision made by the Sellers' Representative in good faith and within the scope of the authority granted herein.

Section 7.3 — Irrevocability. The appointment of the Sellers' Representative and the authority granted herein are irrevocable and shall survive the Closing and continue in full force and effect until the latest of the following:

(a) the final resolution of all indemnification claims (including any pending or threatened claims) under Article IX of the Purchase Agreement, including the exhaustion of all appeals and the expiration of all applicable appeal periods;

(b) the release of all remaining amounts held in the Indemnity Escrow Account and the Earnout Escrow Reserve, and the final distribution of all such amounts (including accrued interest) to the Sellers;

(c) the final determination of the Net Working Capital Adjustment and the payment or receipt of all amounts due in connection therewith; and

(d) the expiration of the Earnout Period on June 30, 2027, or such later date as may be required for the final resolution of any pending Earnout dispute.

Upon the satisfaction of all of the foregoing conditions, the authority of the Sellers' Representative shall terminate automatically without further action by any party, and the Sellers' Representative shall distribute any remaining amounts in the Expense Fund to the Sellers on a pro rata basis in accordance with each Seller's Pro Rata Share.

ARTICLE VIII — INFORMATION RIGHTS

Section 8.1 — Sellers' Representative Access to Information. Buyer shall provide to the Sellers' Representative, on a timely basis and in reasonable detail, such information as is reasonably necessary for the Sellers' Representative to perform his duties under this Agreement and the Purchase Agreement, including, without limitation:

(a) information relating to the progress of the ArthroNav development program, including periodic status reports, FDA submission timelines, and material correspondence with the FDA relating to 510(k) clearance applications;

(b) information relating to the calculation of Closing Net Working Capital, including the Closing Statement, supporting schedules, and relevant accounting work papers;

(c) information relating to any indemnification claims asserted or threatened by any Buyer Indemnified Party, including copies of all claim notices, demand letters, and supporting documentation;

(d) information relating to the Indemnity Escrow Account and the Earnout Escrow Reserve, including periodic account statements and records of all deposits, withdrawals, and interest accruals; and

(e) such other information as the Sellers' Representative may reasonably request in connection with the performance of his duties.

All information provided to the Sellers' Representative pursuant to this Section 8.1 shall be subject to the confidentiality obligations set forth in Section 6.8 of the Purchase Agreement, and the Sellers' Representative shall take reasonable steps to maintain the confidentiality of such information. Buyer shall not be required to provide any information to the extent that disclosure thereof would (i) waive any attorney-client, work product, or other legal privilege, (ii) violate any applicable law, regulation, or court order, or (iii) breach any contractual obligation to a third party, provided that Buyer shall use commercially reasonable efforts to provide such information in a manner that does not result in any such waiver, violation, or breach.

Section 8.2 — Sellers' Representative Reporting to Sellers. The Sellers' Representative shall provide periodic updates to the Sellers regarding material developments relating to post-closing matters, including, without limitation:

(a) the progress of the ArthroNav development program and the status of Earnout Milestone achievement;

(b) any indemnification claims asserted or threatened by Buyer or any other Buyer Indemnified Party, and the status of any negotiations, disputes, or proceedings relating thereto;

(d) the status of the Net Working Capital Adjustment, including any disputes relating thereto and the outcome of any proceedings before the Independent Accounting Referee; and

(e) any other material matters relating to the Sellers' Representative's duties under this Agreement.

Such updates shall be provided no less frequently than quarterly, and more frequently as warranted by the circumstances, and may be provided by email or other electronic means to the Sellers at the email addresses set forth on Exhibit A. The Sellers' Representative shall not be required to disclose any information that is subject to attorney-client privilege or work product protection, or that the Sellers' Representative reasonably determines to be competitively sensitive or the disclosure of which could be adverse to the interests of the Sellers, taken as a whole.

ARTICLE IX — MISCELLANEOUS

Section 9.1 — Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (a) by hand, (b) by nationally recognized overnight courier service, (c) by United States certified or registered mail, postage prepaid, return receipt requested, or (d) by email (with confirmation of receipt), addressed as follows:

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@meridiansurgtech.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, Esq.

Email: jwhitmore@wcplaw.com

If to Buyer:

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

Attention: Patrick Lennox, General Counsel

Email: plennox@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, Esq.

Email: bholloway@calderwoodharkness.com

If to the Escrow Agent:

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

Attention: Patricia Langford

Email: plangford@keystoneescrow.com

If to any individual Seller:

At the address set forth opposite such Seller's name on Exhibit A attached hereto.

Any party may change its address for notice purposes by giving written notice to the other parties in accordance with this Section 9.1. Notices shall be deemed given (i) when delivered by hand, (ii) one (1) business day after deposit with a nationally recognized overnight courier service, (iii) three (3) business days after deposit in the United States mail as aforesaid, or (iv) when sent by email if sent during normal business hours of the recipient on a business day, and on the next business day if sent at any other time, in each case with confirmation of receipt.

Section 9.2 — 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 9.3 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Escrow Agreement, and the other Transaction Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. There are no representations, warranties, covenants, or undertakings with respect to the subject matter hereof other than those expressly set forth or referred to herein.

Section 9.4 — Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by (a) the Sellers' Representative, (b) Buyer, and (c) Sellers holding a majority of the aggregate consideration received by all Sellers (based on each Seller's Pro Rata Share). No amendment, modification, or supplement shall be effective unless it satisfies the foregoing requirements.

Section 9.5 — Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, email (including portable document format (.pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act), or other electronic transmission shall be deemed original signatures for all purposes, and a party's delivery of a signed counterpart by any such means shall be as effective as delivery of a manually signed original.

Section 9.6 — Severability. If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith negotiations to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provision.

Section 9.7 — No Third-Party Beneficiaries. Except as expressly provided herein with respect to Buyer's and Parent's right to rely on the actions of the Sellers' Representative (as set forth in Section 4.1) and the Escrow Agent's right to rely on the instructions of the Sellers' Representative (as set forth in Section 4.2), this Agreement is not intended to, and shall not, confer upon any person other than the parties hereto (and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns) any rights, remedies, obligations, or liabilities of any nature whatsoever.

Section 9.8 — Waiver. 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 of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver shall be effective unless it is set forth in a written instrument duly executed by the party granting such waiver. Any waiver shall be limited to the specific instance and purpose for which it is given and shall not constitute a waiver of any other right, power, or privilege, whether similar or dissimilar.

Section 9.9 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.8 of the Purchase Agreement, which provisions are hereby incorporated by reference. Without limiting the foregoing, each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court sitting in New Castle County, Delaware) for purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each party irrevocably waives any objection to venue or any defense of inconvenient forum with respect to any such action, suit, or proceeding.

EXHIBIT A

LIST OF SELLERS AND PRO RATA SHARES

Part I — Common Stockholders

Total Outstanding Shares of Common Stock: 7,450,000 Total Authorized Shares of Common Stock: 10,000,000 Per-Share Merger Consideration (Common Stock): $27.50 (based on $220,000,000 ÷ 8,000,000 fully diluted shares)

Part II — Option Holders (Under the Meridian 2019 Equity Incentive Plan)

Total Shares Subject to Vested Options: 550,000 Weighted-Average Exercise Price: $4.80 per share Per-Share Merger Consideration: $27.50 Net Option Cancellation Consideration Per Option: $27.50 − $4.80 = $22.70 Aggregate Option Cancellation Payments: 550,000 × $22.70 = $12,485,000

A detailed list of individual option holders, their respective option holdings, exercise prices, and Pro Rata Shares is set forth on Schedule A-1 attached hereto and incorporated herein by reference.

Note: For purposes of determining the Pro Rata Share of each Seller, the consideration attributable to common stockholders is calculated based on their respective share ownership as a percentage of total outstanding common stock, applied to the Base Purchase Price of $220,000,000. The consideration attributable to option holders is calculated based on the net option cancellation consideration payable to each option holder. The foregoing Pro Rata Shares are subject to adjustment upon final determination of the Net Working Capital Adjustment and payment of any Earnout consideration.

Part III — Confirmation of 65% Threshold

The following Sellers have executed this Agreement and collectively hold at least sixty-five percent (65%) of the outstanding shares of common stock of the Company, thereby satisfying the threshold requirement under Section 10.14 of the Purchase Agreement:

The aggregate holdings of the foregoing signatories represent 68.20% of the outstanding shares of common stock of the Company, which exceeds the required 65% threshold.

EXHIBIT B

FORM OF JOINDER PAGE

The undersigned, being a stockholder and/or option holder of Meridian Surgical Technologies, Inc., a Delaware corporation (the "Company"), hereby executes this Joinder Page and agrees to be bound by, and to become a party to, that certain Sellers' Representative Appointment and Joinder Agreement dated as of August 20, 2024 (the "Agreement"), by and among Dr. Marcus Ellsworth, in his capacity as the Sellers' Representative, the Sellers identified therein, and, for the limited purposes described therein, Solstice Biomedical, Inc. and the Company.

By executing this Joinder Page, the undersigned hereby:

1. Irrevocably appoints Dr. Marcus Ellsworth (or any successor appointed pursuant to Section 6.3 of the Agreement) as the Sellers' Representative, with all of the rights, powers, authority, and obligations set forth in the Agreement and the Purchase Agreement;

2. Agrees to be bound by all terms, provisions, and conditions of the Agreement as if the undersigned were an original signatory thereto;

3. Ratifies and confirms all actions heretofore taken by the Sellers' Representative in connection with the Purchase Agreement and the transactions contemplated thereby;

4. Acknowledges that the Sellers' Representative has the authority described in Article III of the Agreement and agrees to be bound by all actions taken by the Sellers' Representative within the scope of such authority; and

5. Confirms that the undersigned holds the shares of common stock and/or vested options set forth below.

Shares of Common Stock Held: ________

Vested Options Held (number of shares subject to vested options): ________

Exercise Price of Options: ________

Address for Notice Purposes:

________________________________________

Email: ________

SELLER:

By: ________

Name: ________

Date: ________

SIGNATURE PAGES