1037-00007 · Solstice Biomedical Devices Ltd · Engagement

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is a privileged and confidential communication prepared by counsel at Calderwood & Harkness LLP in connection with the firm's internal conflicts clearance procedures. It is protected by the attorney-client privilege and the work product doctrine. This memorandum is not intended for distribution outside the firm except as expressly authorized below. Any unauthorized disclosure, copying, or distribution of this memorandum or its contents is strictly prohibited.

INTERNAL CONFLICTS CLEARANCE MEMORANDUM

Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022

1. Purpose of Memorandum

This memorandum documents the completion of the firm's conflicts-of-interest check conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy (revised September 2023) and the New York Rules of Professional Conduct, Rules 1.7 and 1.10, in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") by Solstice Biomedical Devices Ltd. ("SBD" or the "Client") to deliver a should-level tax opinion on the migration of SBD's core intellectual property portfolio from its US subsidiary, Solstice Medical Technologies Inc. ("SMT Inc."), to a newly incorporated Irish entity, Solstice IP Holdings Designated Activity Company ("SIP Holdings" or "SIPH"). The proposed IP migration involves an intercompany transfer of intellectual property assets with an aggregate preliminary fair market value of approximately $214.5 million (€196.8 million), followed by a licensing-back arrangement under which SMT Inc. would obtain an exclusive sublicense from SIPH to exploit the transferred IP within the United States and certain other territories.

The engagement letter governing the proposed representation was executed by Fiona Gallagher, CFO, on behalf of SBD and is dated February 9, 2024. A reference copy of the engagement letter is attached hereto as Appendix B. The engagement is expected to open formally on February 12, 2024, pending satisfactory clearance of this conflicts check.

The staffing for this engagement is as follows:

• Responsible Partner: Sylvia Hartwell, Tax Department

• Billing Partner: Leonard Cross, Tax Department

• Lead Associate: Leila Nazari, Tax Department

• Working Associate: Robert Jansen, Tax Department

This memorandum sets forth the entities and individuals searched, the methodology employed, the results of the search, an analysis of potential conflict issues identified during the clearance process, and the ultimate clearance determination. This memorandum should be retained in the Firm's conflicts files and appended to the matter opening documentation for Matter No. 1037-00007.

2. Engagement Summary

Client: Solstice Biomedical Devices Ltd., an Irish private company limited by shares incorporated under the Companies Act 2014, with Companies Registration Office ("CRO") Number 587241, and with its registered office at Unit 14, Corrib Technology Park, Headford Road, Galway, H91 XR72, Ireland. SBD is a medical device development and manufacturing company focused on minimally invasive surgical instruments and image-guided robotic platforms. SBD serves as the parent holding company for the Solstice corporate group, which includes operating subsidiaries in the United States, Germany, and Singapore.

Nature of Engagement: The Firm has been retained to deliver a should-level US and cross-border tax opinion addressing whether the proposed intercompany intellectual property transfer from SMT Inc. (a Delaware C-corporation and wholly owned US subsidiary of SBD) to SIPH (a newly incorporated Irish designated activity company and wholly owned Irish subsidiary of SBD), together with the associated licensing-back arrangement under which SMT Inc. would obtain an exclusive sublicense to the transferred IP for use in the United States and certain additional territories, will be respected as a bona fide arm's-length transaction for US federal income tax purposes. The opinion will address the following key tax issues and provisions:

(a) Section 367(d) of the Internal Revenue Code of 1986, as amended ("IRC" or the "Code"), concerning outbound transfers of intangible property to foreign corporations and the deemed royalty regime applicable thereto;

(b) IRC § 482, addressing the authority of the Commissioner of Internal Revenue to allocate income, deductions, credits, and allowances among commonly controlled entities to clearly reflect income, and the arm's-length standard applicable to the intercompany transfer pricing of the IP assets;

(c) IRC § 951A (Global Intangible Low-Taxed Income, or "GILTI"), concerning the inclusion of certain income earned by controlled foreign corporations in the gross income of United States shareholders;

(d) IRC § 952 (Subpart F income), addressing the potential characterization of certain categories of income earned by SIPH as Subpart F income subject to current US taxation;

(e) IRC § 59A (Base Erosion and Anti-Abuse Tax, or "BEAT"), addressing the potential application of the BEAT to deductible payments made by SMT Inc. to SIPH under the licensing-back arrangement;

(f) The Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "US-Ireland Income Tax Treaty"), and specifically Article 12 thereof, addressing the treatment of royalties and the applicable withholding tax rates; and

(g) Section 291A of the Taxes Consolidation Act 1997 ("TCA 1997"), addressing the availability of capital allowances for intellectual property acquired by SIPH for the purposes of a trade carried on by it in the State.

The opinion will be rendered to SBD's board of directors and is intended to support the board's decision-making with respect to the proposed IP migration. The opinion is not intended for reliance by any third party, and the engagement letter expressly limits the scope of the Firm's representation to the delivery of the tax opinion and does not extend to any transactional, regulatory, or corporate advisory services.

Fee Arrangement: The engagement is structured on a blended hourly rate basis, with partner time billed at $1,150 per hour, senior associate time billed at $780 per hour, and associate time billed at $595 per hour. The engagement letter provides for a rate cap of $385,000 (exclusive of disbursements and third-party costs), meaning that the Firm's aggregate professional fees shall not exceed $385,000 without prior written approval of the Client. Disbursements are estimated at approximately $12,000 to $18,000, consisting primarily of research database charges, document production costs, and travel expenses to Galway, Ireland, for an anticipated on-site meeting with the Client's management team and Irish tax advisors.

Principal Contacts at Client:

• Fiona Gallagher, Chief Financial Officer, Solstice Biomedical Devices Ltd.

• Dr. Cathal Morrissey, Founder, Chief Executive Officer & Director, Solstice Biomedical Devices Ltd.

The Firm's day-to-day contact for the engagement will be Fiona Gallagher, with Dr. Morrissey to be consulted on matters relating to the historical development and commercial rationale for the intellectual property portfolio.

3. Entities and Persons Searched

A comprehensive search of Calderwood & Harkness LLP's central conflicts management system ("IntegriCheck") was conducted on February 10–11, 2024, covering all parties, affiliates, related persons, key individuals, and third-party advisors associated with the proposed engagement. The search encompassed the full universe of entities and individuals identified in the engagement letter, the draft organizational chart provided by the Client (attached hereto as Appendix C), and supplementary information obtained through the Firm's independent due diligence review of publicly available corporate registry filings and investor disclosures. Each entity and individual searched is identified below, organized by category.

3.1 Client and Client Affiliates

The following entities constitute the Client and its direct affiliates that are parties to, or otherwise directly involved in, the proposed IP migration transaction:

MFH UC is included in the search because it is an entity through which the founder and CEO of SBD holds his equity interest in the Client. Although MFH UC is not a direct party to the IP migration transaction, it is a significant shareholder of the Client and therefore a related person whose interests must be considered in the conflicts analysis.

3.2 Key Shareholders and Investor Entities

The following entities and individuals are significant equity investors in SBD and, by reason of their ownership stakes and governance rights, are persons whose interests are relevant to the conflicts clearance analysis:

The remaining equity in SBD (approximately 17.2%) is held by a combination of management team members, former employees, and angel investors. Based on information provided by the Client, no individual in this group holds more than 3% of SBD's equity, and the Firm has been advised that none of these individuals has governance rights (such as board seats or consent rights) that would be material to the conflicts analysis. Accordingly, these individuals were not individually searched, consistent with the Firm's standard practice for minority passive investors without governance rights.

3.3 Key Individuals

The following individuals are key persons associated with the Client or its major investors whose names were independently searched in the Firm's conflicts database:

3.4 Adverse and Counter-Parties

This engagement does not involve adversarial parties in the traditional litigation or transactional sense, as it is a tax opinion engagement relating to an intercompany restructuring in which all transacting entities are under common ownership and control within the Solstice corporate group. There is no opposing party, counterparty in a contested negotiation, or adverse litigant.

Notwithstanding the foregoing, and in accordance with the Firm's Conflicts Clearance Policy, the search was extended to cover potential adverse parties who might have interests contrary to the Client, including:

(a) SMT Inc. as the transferor of the IP portfolio, whose US federal income tax position could theoretically diverge from that of SBD or SIPH to the extent the intercompany transfer gives rise to deemed royalty income under IRC § 367(d) or results in an adjustment under IRC § 482;

(b) SIPH as the transferee, whose Irish tax position (including the availability and quantum of capital allowances under Section 291A TCA 1997) could theoretically be in tension with the US tax analysis;

(c) Pinnacle GEP III, whose economic interests as a majority shareholder could theoretically diverge from those of management or minority shareholders in connection with the tax efficiency and risk profile of the proposed IP migration structure; and

(d) The Internal Revenue Service and the Irish Revenue Commissioners, as the taxing authorities whose positions the Firm's opinion will necessarily analyze and, in some cases, predict.

Each of these entities and authorities was included in the conflicts search. With respect to the IRS and the Irish Revenue Commissioners, the Firm does not represent either taxing authority in any current or recent matter, nor does the Firm maintain any advisory or consultative relationship with either authority.

3.5 Third-Party Advisors to the Client (Checked for Potential Concurrent Representation Conflicts)

The following third-party professional advisors to the Client were identified through the engagement letter and supplementary correspondence with the Client. These advisors were searched in the Firm's conflicts database to identify any concurrent representation that could create a positional, issue, or other conflict, as well as any prior adverse representation that could compromise the Firm's independence or the collaborative relationship anticipated with these advisors during the engagement:

4. Conflicts Database Search Methodology

The conflicts clearance search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy (revised September 2023) and supplemented by the informal inquiry procedures described below. The specific steps taken were as follows:

4.1 Central Conflicts Management System Search. The Firm's central conflicts management system, IntegriCheck (version 14.2, maintained by Pinnacle Solutions), was searched on February 10, 2024, and again on February 11, 2024 (to capture any matters opened or updated in the intervening period). The search was conducted using the following search parameters for each entity and individual identified in Section 3 above:

(a) Full legal name (including all variations thereof, such as abbreviated names, trade names, and "doing business as" names);

(b) Short names and commonly used acronyms (e.g., "SBD," "SMT Inc.," "SIPH," "Pinnacle GEP III");

(d) Delaware Secretary of State file numbers (for Delaware-registered entities);

(e) Employer Identification Numbers ("EINs") (for US entities for which EINs were available);

(f) Full legal names of all identified individuals, including known alternative spellings and name variations; and

(g) Name fragments and wildcard searches (e.g., "Solstice," "Pinnacle Growth," "Morrissey," "Whitfield") to capture partial matches and variant entries in the database.

4.2 Scope of Search. The search encompassed the following categories of matters maintained in the IntegriCheck system:

(a) All currently active client matters across all Firm offices (New York, Washington D.C., London, Hong Kong, and Frankfurt);

(b) All client matters closed within the past five (5) years (i.e., matters closed on or after February 11, 2019);

(d) All entries on the Firm's Permanently blocked Parties List and Adverse Interest Register.

4.3 Cross-Referencing. The search results were cross-referenced against the Firm's Permanently blocked Parties List (last updated January 31, 2024) and the Firm's Adverse Interest Register (continuously updated) to determine whether any of the searched entities or individuals appeared on either list.

4.4 Informal Partner Inquiries. In addition to the database search, the Lead Associate conducted informal inquiries with the following partners to identify any advisory relationships or informal consultations that might not be reflected in the IntegriCheck system:

(a) Sylvia Hartwell, Responsible Partner, Tax Department — confirmed no prior informal advisory relationship with any Solstice entity, Pinnacle fund, or searched individual;

(b) Leonard Cross, Billing Partner, Tax Department — confirmed no prior informal advisory relationship with any searched party;

(c) Victoria Chen, Practice Group Leader, Corporate/M&A Department — confirmed no current or prior representation of any Pinnacle-branded fund or portfolio company, and no pending pitch or engagement proposal involving Pinnacle or any Solstice entity;

(d) Andrew Pratt, Practice Group Leader, Life Sciences Department — confirmed no current or prior representation of any Solstice entity, and no pending pitch or engagement proposal involving SBD or its affiliates; and

(e) General Counsel's Office (Margaret Townsend, Deputy General Counsel) — confirmed no matters of institutional concern, lateral hire conflicts carryovers, or screening arrangements involving any searched party.

4.5 Supplementary Public Records Check. As a supplementary measure, the Lead Associate reviewed publicly available records from the Delaware Division of Corporations, the Irish Companies Registration Office (CRO), and the SEC's EDGAR system to verify the corporate status, ownership structure, and registered agent information for the entities identified in Section 3. This review did not reveal any additional affiliates, subsidiaries, or related persons that had not already been captured in the search.

5. Search Results

The results of the comprehensive conflicts search are set forth below. A printout of the IntegriCheck search results is attached hereto as Appendix A.

5.1 Solstice Biomedical Devices Ltd. and Affiliates (SBD, SMT Inc., SIP Holdings, MFH UC)

Result: No prior or current representations were identified for any Solstice-branded entity, including Solstice Biomedical Devices Ltd., Solstice Medical Technologies Inc., Solstice IP Holdings Designated Activity Company, and Morrissey Family Holdings Unlimited Company. No entries in the Firm's IntegriCheck database matched any of these entity names, their CRO numbers (587241, 714538, and 492103), their Delaware file number (7482916), or their EIN (84-3291507). No entries were found on the Firm's Permanently blocked Parties List or Adverse Interest Register for any of these entities.

The Firm has not previously represented, and does not currently represent, any entity within the Solstice corporate group in any capacity. SBD is a new client for the Firm. The informal partner inquiries described in Section 4.4 above confirmed that no partner has had any prior informal advisory relationship or engagement discussion with any Solstice entity.

5.2 Pinnacle Growth Equity Partners Fund III, L.P. and Related Entities

Result: No current representations were identified for Pinnacle Growth Equity Partners Fund III, L.P., Pinnacle Growth Equity Advisors III LLC, or Jonathan Whitfield. The database search returned no active matters involving any of these parties.

The search did return one historical entry for a different Pinnacle-branded entity: Pinnacle Growth Equity Partners Fund I, L.P. ("Pinnacle GEP I"), a 2013-vintage fund managed by the same sponsor platform. The Firm's Corporate/M&A Department provided limited tax structuring advice to Pinnacle GEP I in connection with a portfolio company acquisition in 2017 (Matter No. 1037-00007; closed March 2018). That engagement involved a different portfolio company (MedAxis Therapeutics, Inc., a biopharmaceutical company unrelated to SBD) and a different fund vintage. The engagement was completed and closed more than five years ago, and no ongoing advisory relationship or continuing obligation exists between the Firm and Pinnacle GEP I. There is no overlap in the portfolio companies, transaction structures, or tax positions involved in that prior engagement and the current proposed engagement for SBD. Victoria Chen, who supervised the 2017 engagement, confirmed that no confidential information obtained in connection with that prior representation is relevant to or could be used in the current engagement. Accordingly, the prior representation of Pinnacle GEP I does not give rise to a conflict of interest under Rule 1.9 of the New York Rules of Professional Conduct and does not preclude the Firm from accepting the current engagement.

No entries were found on the Firm's Permanently blocked Parties List or Adverse Interest Register for any Pinnacle-branded entity or for Jonathan Whitfield.

5.3 Third-Party Advisors

Result: No current or prior adverse representations against Harrington & Cahill, Chartered Tax Advisors; Pemberton Hale LLP; Lattimore & Stern CPAs LLP; Whitmore Valuation Advisors LLC; or Dalton Byrne & Partners, Solicitors were identified in the IntegriCheck database. The Firm does not currently represent any of these firms or their respective partners in any matter, and no concurrent representations were identified that could create a positional, issue, or other conflict.

The search did identify that Whitmore Valuation Advisors LLC has served as a valuation expert engaged by the Firm on behalf of other clients in two prior matters (Matter Nos. 2021-LIT-03641 and 2022-TX-00289), both of which are now closed. These prior engagements involved Whitmore providing independent valuation services as a third-party expert retained by the Firm's clients and do not create any conflict with Whitmore's independent engagement by SBD in the current transaction. There is no attorney-client relationship between the Firm and Whitmore, and the Firm's prior use of Whitmore as a valuation expert does not compromise the Firm's independence or objectivity in the current engagement.

5.4 Key Individuals

Result: No representations adverse to Dr. Cathal Morrissey, Fiona Gallagher, or Jonathan Whitfield were identified in the IntegriCheck database. No entries for any of these individuals appeared on the Firm's Permanently blocked Parties List or Adverse Interest Register. The informal partner inquiries described in Section 4.4 confirmed that no partner at the Firm has any personal or professional relationship with any of these individuals that could give rise to a conflict of interest or an appearance of impropriety.

6. Analysis of Potential Conflict Issues

Although the search results described in Section 5 above did not reveal any direct conflicts of interest, the following potential conflict issues were identified and analyzed as part of the Firm's standard clearance process.

6.1 Intercompany Transaction — Multiple Entity Representation

The proposed engagement involves the delivery of a tax opinion that touches on the interests of multiple related entities within the Solstice corporate group: SBD as the parent company and Client, SMT Inc. as the transferor of the IP portfolio, and SIPH as the transferee. The tax analysis necessarily involves consideration of the US federal income tax consequences to SMT Inc. (including deemed royalty income under IRC § 367(d), potential § 482 adjustments, and GILTI and Subpart F inclusions at the US shareholder level) as well as the Irish tax consequences to SIPH (including the availability of capital allowances under Section 291A TCA 1997). In principle, the tax interests of the transferor and transferee in an intercompany IP migration could diverge — for example, a higher transfer price benefits the transferee's capital allowance position in Ireland but may increase the deemed royalty income recognized by the US shareholder.

However, this potential divergence does not give rise to a conflict of interest in the present engagement for the following reasons:

(a) Calderwood & Harkness LLP is engaged by SBD as the single Client. The engagement letter expressly identifies SBD as the sole client. SMT Inc. and SIPH are not separate clients of the Firm, and the Firm has not been asked to, and will not, provide separate legal advice to either entity.

(b) The tax opinion is being rendered to SBD's board of directors in its capacity as the parent company and ultimate decision-maker with respect to the proposed intercompany restructuring. The opinion is intended to assist the board in evaluating the overall tax efficiency and risk profile of the IP migration structure as a whole, rather than to optimize the tax position of any individual entity within the group.

(c) SMT Inc. and SIPH are wholly owned subsidiaries of SBD. There are no minority interests in either entity that could give rise to competing fiduciary obligations or divergent economic interests.

(d) The engagement letter contains an express acknowledgment by SBD that the Firm's analysis will address the tax consequences to all relevant entities within the Solstice group and that SBD has authorized the Firm to consider the group's overall tax position in rendering the opinion.

Accordingly, no conflict of interest arises from the intercompany nature of the transaction, and no waiver or consent is required from SMT Inc. or SIPH.

6.2 Investor Interests

Pinnacle Growth Equity Partners Fund III, L.P. holds a 62.3% majority equity stake in SBD and has board representation through Jonathan Whitfield, its Managing Partner. Pursuant to the shareholders' agreement governing SBD (a copy of which was not provided to the Firm, but the relevant terms of which were described by Fiona Gallagher in a telephone conference on February 8, 2024), Pinnacle GEP III's prior written approval is required for any material intercompany transaction involving a value in excess of €10 million. The proposed IP transfer, with a preliminary fair market value of $214.5 million (approximately €196.8 million at current exchange rates), significantly exceeds this threshold. Accordingly, Pinnacle GEP III will be a required consenting party to the transaction.

The following analysis was conducted with respect to Pinnacle's investor status:

(a) Pinnacle GEP III is not a separate client of the Firm. The engagement letter identifies SBD as the sole client, and the Firm has not been asked to, and will not, provide separate legal advice to Pinnacle GEP III, Pinnacle GP, or Jonathan Whitfield in connection with the proposed IP migration or any other matter.

(b) The Firm has no current representation of Pinnacle GEP III or any other Pinnacle-branded fund or vehicle. The single historical representation identified in Section 5.2 (Pinnacle GEP I, Matter No. 1037-00007, closed March 2018) involved a different fund, a different portfolio company, and different subject matter. No confidential information from that prior engagement is relevant to the current engagement.

(c) Pinnacle GEP III's economic interests as a majority shareholder are aligned with those of SBD in the proposed IP migration, as the purpose of the restructuring is to enhance the tax efficiency of the Solstice group's global IP management structure, which benefits all shareholders pro rata. The Firm has no reason to believe that Pinnacle's interests diverge from those of SBD's board or management in any respect material to the tax opinion.

(d) The Firm is not aware of any circumstances in which the delivery of the tax opinion could be adverse to Pinnacle GEP III's interests. The opinion is a factual and legal analysis intended to assist SBD's board in its decision-making; it does not involve the assertion of any claim against Pinnacle or the advocacy of any position contrary to Pinnacle's interests.

Accordingly, no conflict of interest arises from Pinnacle GEP III's status as a majority investor in SBD, and no waiver or consent from Pinnacle GEP III is required.

6.3 Positional Conflicts

The Firm's conflicts clearance procedures require an analysis of potential positional conflicts — that is, situations in which the Firm, in representing one client, advocates or endorses a legal position that is directly contrary to a position the Firm is simultaneously advocating or endorsing on behalf of another client. In the context of a tax opinion engagement, a positional conflict could arise if the Firm were concurrently representing a party whose tax position depended on the invalidity or unenforceability of the type of IP migration structure at issue in the current engagement, or if the Firm were representing the IRS, the Irish Revenue Commissioners, or any other taxing authority in a matter challenging a similar structure.

The following analysis was conducted:

(a) The Firm does not currently represent, and has not recently represented, the Internal Revenue Service, the Irish Revenue Commissioners, or any other national or sub-national taxing authority in any matter.

(b) A review of the Firm's current active matters in the Tax Department identified no engagement in which the Firm is advocating or endorsing a tax position that is directly contrary to the positions that will be analyzed in the SBD opinion. Specifically, no current engagement involves a challenge to the validity of an intercompany IP migration structure, a challenge to the application of IRC § 367(d) or § 482 to an IP transfer, or a position adverse to the availability of Irish capital allowances under Section 291A TCA 1997.

(c) The Firm currently represents several clients in tax planning and tax controversy matters involving GILTI, Subpart F, and BEAT issues. However, the positions taken in those matters are not directly adverse to the positions that will be analyzed in the SBD opinion. Each engagement involves distinct facts, distinct entities, and distinct applications of the relevant statutory provisions. The Firm's general expertise in these areas of tax law does not create a positional conflict.

Accordingly, no positional conflicts have been identified that would preclude the Firm from accepting the current engagement.

7. Conclusion and Clearance

Based on the comprehensive search of the Firm's central conflicts management system (IntegriCheck), the supplementary cross-referencing against the Firm's Permanently blocked Parties List and Adverse Interest Register, the informal partner inquiries conducted with the Responsible Partner, Billing Partner, Practice Group Leaders for Corporate/M&A and Life Sciences, and the General Counsel's Office, and the analysis of potential conflict issues set forth in Section 6 above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to deliver a should-level tax opinion to Solstice Biomedical Devices Ltd. in connection with the proposed migration of intellectual property from Solstice Medical Technologies Inc. to Solstice IP Holdings Designated Activity Company.

The single historical representation of a related Pinnacle-branded fund (Pinnacle GEP I, Matter No. 1037-00007, closed March 2018) has been analyzed and determined not to give rise to a conflict of interest under Rule 1.9 of the New York Rules of Professional Conduct. No waiver or consent is required in connection with this prior representation.

The engagement is hereby cleared for opening. The engagement was formally opened on February 12, 2024, under Matter Number 1037-00007, with Sylvia Hartwell designated as Responsible Partner, Leonard Cross designated as Billing Partner, Leila Nazari designated as Lead Associate, and Robert Jansen designated as Working Associate.

This conflicts clearance memorandum, together with the attached appendices, shall be retained in the Firm's conflicts files and appended to the matter opening documentation for Matter No. 1037-00007 in accordance with the Firm's document retention policies.

8. Signature block

Prepared by:

________________________________________

Leila Nazari Lead Associate, Tax Department Calderwood & Harkness LLP

Date: February 11, 2024

Reviewed and Approved by:

________________________________________

Leonard Cross Partner, Tax Department Calderwood & Harkness LLP

Date: February 11, 2024

9. Distribution

This memorandum is distributed to the following individuals on a confidential and privileged basis:

1. Sylvia Hartwell, Responsible Partner, Tax Department

2. Leonard Cross, Billing Partner, Tax Department

3. Leila Nazari, Lead Associate, Tax Department

4. Robert Jansen, Working Associate, Tax Department

5. General Counsel / Conflicts Office (Margaret Townsend, Deputy General Counsel) — for retention in the Firm's central conflicts files

No further distribution is authorized without the prior written approval of the Billing Partner or the General Counsel.

10. Attachments / Appendices

The following appendices are referenced in this memorandum and are incorporated by reference:

Appendix A: IntegriCheck conflicts database search printout — entity name, identifier, and individual name search results (dated February 10–11, 2024)

Appendix B: Engagement letter between Calderwood & Harkness LLP and Solstice Biomedical Devices Ltd., dated February 9, 2024 (reference copy)

Appendix C: Organizational chart of Solstice group entities, as provided by the Client (received February 7, 2024)

— End of Memorandum —

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — 599 Lexington Avenue, 36th Floor, New York, NY 10022 This document is not intended for distribution outside the Firm.

Date:	February 11, 2024
Matter Number:	1037-00007
Prepared By:	Leila Nazari, Lead Associate, Tax Department
Reviewed By:	Leonard Cross, Billing Partner, Tax Department
Re:	Conflicts Clearance — Solstice Biomedical Devices Ltd. Tax Opinion Engagement (Irish-US IP Migration Structure)
Entity / Person	Entity Type	Jurisdiction / Identifier	Role in Transaction
Solstice Biomedical Devices Ltd. ("SBD")	Irish private company limited by shares	Ireland; CRO No. 587241	Client; parent company; IP migration sponsor; opinion addressee
Solstice Medical Technologies Inc. ("SMT Inc.")	Delaware C-corporation	Delaware, USA; File No. 7482916; EIN 84-3291507	Wholly owned US subsidiary of SBD; current holder of IP portfolio (transferor)
Solstice IP Holdings Designated Activity Company ("SIP Holdings" or "SIPH")	Irish designated activity company	Ireland; CRO No. 714538; incorporated January 18, 2024	Newly formed wholly owned Irish subsidiary of SBD; proposed IP holding entity (transferee)
Morrissey Family Holdings Unlimited Company ("MFH UC")	Irish unlimited company	Ireland; CRO No. 492103	Holding vehicle for Dr. Cathal Morrissey's 18.4% equity stake in SBD
Entity / Person	Entity Type	Jurisdiction	Role
Pinnacle Growth Equity Partners Fund III, L.P. ("Pinnacle GEP III")	Delaware limited partnership	Delaware, USA; principal office: 400 Lexington Avenue, 28th Floor, New York, NY 10170	Majority shareholder of SBD, holding a 62.3% equity stake; $2.1 billion fund, vintage 2019
Pinnacle Growth Equity Advisors III LLC ("Pinnacle GP")	Delaware limited liability company	Delaware, USA	General partner of Pinnacle GEP III; exercises management and voting control over Pinnacle GEP III's interest in SBD
Jonathan Whitfield	Individual	New York, NY, USA	Managing Partner of Pinnacle GEP III; serves as a member of SBD's board of directors as Pinnacle's designee
Person	Title / Role	Organization
Dr. Cathal Morrissey	Founder, Chief Executive Officer & Director	SBD; holds 18.4% equity via MFH UC
Fiona Gallagher	Chief Financial Officer	SBD; holds 2.1% equity (direct)
Jonathan Whitfield	Managing Partner; SBD Board Member	Pinnacle Growth Equity Partners Fund III, L.P.
Firm	Role	Lead Contact	Address
Harrington & Cahill, Chartered Tax Advisors	Irish tax advisors to SBD; providing Irish tax analysis and opinion on SIPH's entitlement to Section 291A capital allowances and qualification for Irish knowledge development box relief	Niamh O'Sullivan, Tax Partner	42 Fitzwilliam Square East, Dublin 2, D02 TK83, Ireland
Pemberton Hale LLP	Statutory auditors of the SBD group; responsible for the group's consolidated financial statements and audit opinion	Aisling Brennan, Audit Partner	One Custom House Quay, Dublin 1, D01 Y6H7, Ireland
Lattimore & Stern CPAs LLP	US tax return preparer for SMT Inc.; responsible for SMT Inc.'s US federal and state income tax return filings and related compliance work	David Lattimore, CPA, Partner	155 Federal Street, Suite 1400, Boston, MA 02110, USA
Whitmore Valuation Advisors LLC	Independent IP valuation and transfer-pricing benchmarking firm; retained to prepare a contemporaneous transfer pricing study and arm's-length valuation of the IP portfolio in support of the intercompany transfer	Marcus Whitmore, ASA, Managing Director	900 Third Avenue, 18th Floor, New York, NY 10022, USA
Dalton Byrne & Partners, Solicitors	Irish corporate and intellectual property solicitors for SBD; responsible for the Irish corporate law aspects of SIPH's incorporation and the IP assignment and licensing-back agreements	Séamus Dalton, Managing Partner	7 Earlsfort Terrace, Dublin 2, D02 PY98, Ireland

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is a privileged and confidential communication prepared by counsel at Calderwood & Harkness LLP in connection with the firm's internal conflicts clearance procedures. It is protected by the attorney-client privilege and the work product doctrine. This memorandum is not intended for distribution outside the firm except as expressly authorized below. Any unauthorized disclosure, copying, or distribution of this memorandum or its contents is strictly prohibited.
INTERNAL CONFLICTS CLEARANCE MEMORANDUM
Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022
1. Purpose of Memorandum
This memorandum documents the completion of the firm's conflicts-of-interest check conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy (revised September 2023) and the New York Rules of Professional Conduct, Rules 1.7 and 1.10, in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") by Solstice Biomedical Devices Ltd. ("SBD" or the "Client") to deliver a should-level tax opinion on the migration of SBD's core intellectual property portfolio from its US subsidiary, Solstice Medical Technologies Inc. ("SMT Inc."), to a newly incorporated Irish entity, Solstice IP Holdings Designated Activity Company ("SIP Holdings" or "SIPH"). The proposed IP migration involves an intercompany transfer of intellectual property assets with an aggregate preliminary fair market value of approximately $214.5 million (€196.8 million), followed by a licensing-back arrangement under which SMT Inc. would obtain an exclusive sublicense from SIPH to exploit the transferred IP within the United States and certain other territories.
The engagement letter governing the proposed representation was executed by Fiona Gallagher, CFO, on behalf of SBD and is dated February 9, 2024. A reference copy of the engagement letter is attached hereto as Appendix B. The engagement is expected to open formally on February 12, 2024, pending satisfactory clearance of this conflicts check.
The staffing for this engagement is as follows:
•  Responsible Partner: Sylvia Hartwell, Tax Department
•  Billing Partner: Leonard Cross, Tax Department
•  Lead Associate: Leila Nazari, Tax Department
•  Working Associate: Robert Jansen, Tax Department
This memorandum sets forth the entities and individuals searched, the methodology employed, the results of the search, an analysis of potential conflict issues identified during the clearance process, and the ultimate clearance determination. This memorandum should be retained in the Firm's conflicts files and appended to the matter opening documentation for Matter No. 1037-00007.
2. Engagement Summary
Client: Solstice Biomedical Devices Ltd., an Irish private company limited by shares incorporated under the Companies Act 2014, with Companies Registration Office ("CRO") Number 587241, and with its registered office at Unit 14, Corrib Technology Park, Headford Road, Galway, H91 XR72, Ireland. SBD is a medical device development and manufacturing company focused on minimally invasive surgical instruments and image-guided robotic platforms. SBD serves as the parent holding company for the Solstice corporate group, which includes operating subsidiaries in the United States, Germany, and Singapore.
Nature of Engagement: The Firm has been retained to deliver a should-level US and cross-border tax opinion addressing whether the proposed intercompany intellectual property transfer from SMT Inc. (a Delaware C-corporation and wholly owned US subsidiary of SBD) to SIPH (a newly incorporated Irish designated activity company and wholly owned Irish subsidiary of SBD), together with the associated licensing-back arrangement under which SMT Inc. would obtain an exclusive sublicense to the transferred IP for use in the United States and certain additional territories, will be respected as a bona fide arm's-length transaction for US federal income tax purposes. The opinion will address the following key tax issues and provisions:
(a) Section 367(d) of the Internal Revenue Code of 1986, as amended ("IRC" or the "Code"), concerning outbound transfers of intangible property to foreign corporations and the deemed royalty regime applicable thereto;
(b) IRC § 482, addressing the authority of the Commissioner of Internal Revenue to allocate income, deductions, credits, and allowances among commonly controlled entities to clearly reflect income, and the arm's-length standard applicable to the intercompany transfer pricing of the IP assets;
(c) IRC § 951A (Global Intangible Low-Taxed Income, or "GILTI"), concerning the inclusion of certain income earned by controlled foreign corporations in the gross income of United States shareholders;
(d) IRC § 952 (Subpart F income), addressing the potential characterization of certain categories of income earned by SIPH as Subpart F income subject to current US taxation;
(e) IRC § 59A (Base Erosion and Anti-Abuse Tax, or "BEAT"), addressing the potential application of the BEAT to deductible payments made by SMT Inc. to SIPH under the licensing-back arrangement;
(f) The Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "US-Ireland Income Tax Treaty"), and specifically Article 12 thereof, addressing the treatment of royalties and the applicable withholding tax rates; and
(g) Section 291A of the Taxes Consolidation Act 1997 ("TCA 1997"), addressing the availability of capital allowances for intellectual property acquired by SIPH for the purposes of a trade carried on by it in the State.
The opinion will be rendered to SBD's board of directors and is intended to support the board's decision-making with respect to the proposed IP migration. The opinion is not intended for reliance by any third party, and the engagement letter expressly limits the scope of the Firm's representation to the delivery of the tax opinion and does not extend to any transactional, regulatory, or corporate advisory services.
Fee Arrangement: The engagement is structured on a blended hourly rate basis, with partner time billed at $1,150 per hour, senior associate time billed at $780 per hour, and associate time billed at $595 per hour. The engagement letter provides for a rate cap of $385,000 (exclusive of disbursements and third-party costs), meaning that the Firm's aggregate professional fees shall not exceed $385,000 without prior written approval of the Client. Disbursements are estimated at approximately $12,000 to $18,000, consisting primarily of research database charges, document production costs, and travel expenses to Galway, Ireland, for an anticipated on-site meeting with the Client's management team and Irish tax advisors.
Principal Contacts at Client:
•  Fiona Gallagher, Chief Financial Officer, Solstice Biomedical Devices Ltd.
•  Dr. Cathal Morrissey, Founder, Chief Executive Officer & Director, Solstice Biomedical Devices Ltd.
The Firm's day-to-day contact for the engagement will be Fiona Gallagher, with Dr. Morrissey to be consulted on matters relating to the historical development and commercial rationale for the intellectual property portfolio.
3. Entities and Persons Searched
A comprehensive search of Calderwood & Harkness LLP's central conflicts management system ("IntegriCheck") was conducted on February 10–11, 2024, covering all parties, affiliates, related persons, key individuals, and third-party advisors associated with the proposed engagement. The search encompassed the full universe of entities and individuals identified in the engagement letter, the draft organizational chart provided by the Client (attached hereto as Appendix C), and supplementary information obtained through the Firm's independent due diligence review of publicly available corporate registry filings and investor disclosures. Each entity and individual searched is identified below, organized by category.
3.1 Client and Client Affiliates
The following entities constitute the Client and its direct affiliates that are parties to, or otherwise directly involved in, the proposed IP migration transaction:
MFH UC is included in the search because it is an entity through which the founder and CEO of SBD holds his equity interest in the Client. Although MFH UC is not a direct party to the IP migration transaction, it is a significant shareholder of the Client and therefore a related person whose interests must be considered in the conflicts analysis.
3.2 Key Shareholders and Investor Entities
The following entities and individuals are significant equity investors in SBD and, by reason of their ownership stakes and governance rights, are persons whose interests are relevant to the conflicts clearance analysis:
The remaining equity in SBD (approximately 17.2%) is held by a combination of management team members, former employees, and angel investors. Based on information provided by the Client, no individual in this group holds more than 3% of SBD's equity, and the Firm has been advised that none of these individuals has governance rights (such as board seats or consent rights) that would be material to the conflicts analysis. Accordingly, these individuals were not individually searched, consistent with the Firm's standard practice for minority passive investors without governance rights.
3.3 Key Individuals
The following individuals are key persons associated with the Client or its major investors whose names were independently searched in the Firm's conflicts database:
3.4 Adverse and Counter-Parties
This engagement does not involve adversarial parties in the traditional litigation or transactional sense, as it is a tax opinion engagement relating to an intercompany restructuring in which all transacting entities are under common ownership and control within the Solstice corporate group. There is no opposing party, counterparty in a contested negotiation, or adverse litigant.
Notwithstanding the foregoing, and in accordance with the Firm's Conflicts Clearance Policy, the search was extended to cover potential adverse parties who might have interests contrary to the Client, including:
(a) SMT Inc. as the transferor of the IP portfolio, whose US federal income tax position could theoretically diverge from that of SBD or SIPH to the extent the intercompany transfer gives rise to deemed royalty income under IRC § 367(d) or results in an adjustment under IRC § 482;
(b) SIPH as the transferee, whose Irish tax position (including the availability and quantum of capital allowances under Section 291A TCA 1997) could theoretically be in tension with the US tax analysis;
(c) Pinnacle GEP III, whose economic interests as a majority shareholder could theoretically diverge from those of management or minority shareholders in connection with the tax efficiency and risk profile of the proposed IP migration structure; and
(d) The Internal Revenue Service and the Irish Revenue Commissioners, as the taxing authorities whose positions the Firm's opinion will necessarily analyze and, in some cases, predict.
Each of these entities and authorities was included in the conflicts search. With respect to the IRS and the Irish Revenue Commissioners, the Firm does not represent either taxing authority in any current or recent matter, nor does the Firm maintain any advisory or consultative relationship with either authority.
3.5 Third-Party Advisors to the Client (Checked for Potential Concurrent Representation Conflicts)
The following third-party professional advisors to the Client were identified through the engagement letter and supplementary correspondence with the Client. These advisors were searched in the Firm's conflicts database to identify any concurrent representation that could create a positional, issue, or other conflict, as well as any prior adverse representation that could compromise the Firm's independence or the collaborative relationship anticipated with these advisors during the engagement:
4. Conflicts Database Search Methodology
The conflicts clearance search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy (revised September 2023) and supplemented by the informal inquiry procedures described below. The specific steps taken were as follows:
4.1 Central Conflicts Management System Search. The Firm's central conflicts management system, IntegriCheck (version 14.2, maintained by Pinnacle Solutions), was searched on February 10, 2024, and again on February 11, 2024 (to capture any matters opened or updated in the intervening period). The search was conducted using the following search parameters for each entity and individual identified in Section 3 above:
(a) Full legal name (including all variations thereof, such as abbreviated names, trade names, and "doing business as" names);
(b) Short names and commonly used acronyms (e.g., "SBD," "SMT Inc.," "SIPH," "Pinnacle GEP III");
(c) CRO numbers (for Irish-registered entities);
(d) Delaware Secretary of State file numbers (for Delaware-registered entities);
(e) Employer Identification Numbers ("EINs") (for US entities for which EINs were available);
(f) Full legal names of all identified individuals, including known alternative spellings and name variations; and
(g) Name fragments and wildcard searches (e.g., "Solstice," "Pinnacle Growth," "Morrissey," "Whitfield") to capture partial matches and variant entries in the database.
4.2 Scope of Search. The search encompassed the following categories of matters maintained in the IntegriCheck system:
(a) All currently active client matters across all Firm offices (New York, Washington D.C., London, Hong Kong, and Frankfurt);
(b) All client matters closed within the past five (5) years (i.e., matters closed on or after February 11, 2019);
(c) All prospective representations that were declined or not opened within the past three (3) years; and
(d) All entries on the Firm's Permanently blocked Parties List and Adverse Interest Register.
4.3 Cross-Referencing. The search results were cross-referenced against the Firm's Permanently blocked Parties List (last updated January 31, 2024) and the Firm's Adverse Interest Register (continuously updated) to determine whether any of the searched entities or individuals appeared on either list.
4.4 Informal Partner Inquiries. In addition to the database search, the Lead Associate conducted informal inquiries with the following partners to identify any advisory relationships or informal consultations that might not be reflected in the IntegriCheck system:
(a) Sylvia Hartwell, Responsible Partner, Tax Department — confirmed no prior informal advisory relationship with any Solstice entity, Pinnacle fund, or searched individual;
(b) Leonard Cross, Billing Partner, Tax Department — confirmed no prior informal advisory relationship with any searched party;
(c) Victoria Chen, Practice Group Leader, Corporate/M&A Department — confirmed no current or prior representation of any Pinnacle-branded fund or portfolio company, and no pending pitch or engagement proposal involving Pinnacle or any Solstice entity;
(d) Andrew Pratt, Practice Group Leader, Life Sciences Department — confirmed no current or prior representation of any Solstice entity, and no pending pitch or engagement proposal involving SBD or its affiliates; and
(e) General Counsel's Office (Margaret Townsend, Deputy General Counsel) — confirmed no matters of institutional concern, lateral hire conflicts carryovers, or screening arrangements involving any searched party.
4.5 Supplementary Public Records Check. As a supplementary measure, the Lead Associate reviewed publicly available records from the Delaware Division of Corporations, the Irish Companies Registration Office (CRO), and the SEC's EDGAR system to verify the corporate status, ownership structure, and registered agent information for the entities identified in Section 3. This review did not reveal any additional affiliates, subsidiaries, or related persons that had not already been captured in the search.
5. Search Results
The results of the comprehensive conflicts search are set forth below. A printout of the IntegriCheck search results is attached hereto as Appendix A.
5.1 Solstice Biomedical Devices Ltd. and Affiliates (SBD, SMT Inc., SIP Holdings, MFH UC)
Result: No prior or current representations were identified for any Solstice-branded entity, including Solstice Biomedical Devices Ltd., Solstice Medical Technologies Inc., Solstice IP Holdings Designated Activity Company, and Morrissey Family Holdings Unlimited Company. No entries in the Firm's IntegriCheck database matched any of these entity names, their CRO numbers (587241, 714538, and 492103), their Delaware file number (7482916), or their EIN (84-3291507). No entries were found on the Firm's Permanently blocked Parties List or Adverse Interest Register for any of these entities.
The Firm has not previously represented, and does not currently represent, any entity within the Solstice corporate group in any capacity. SBD is a new client for the Firm. The informal partner inquiries described in Section 4.4 above confirmed that no partner has had any prior informal advisory relationship or engagement discussion with any Solstice entity.
5.2 Pinnacle Growth Equity Partners Fund III, L.P. and Related Entities
Result: No current representations were identified for Pinnacle Growth Equity Partners Fund III, L.P., Pinnacle Growth Equity Advisors III LLC, or Jonathan Whitfield. The database search returned no active matters involving any of these parties.
The search did return one historical entry for a different Pinnacle-branded entity: Pinnacle Growth Equity Partners Fund I, L.P. ("Pinnacle GEP I"), a 2013-vintage fund managed by the same sponsor platform. The Firm's Corporate/M&A Department provided limited tax structuring advice to Pinnacle GEP I in connection with a portfolio company acquisition in 2017 (Matter No. 1037-00007; closed March 2018). That engagement involved a different portfolio company (MedAxis Therapeutics, Inc., a biopharmaceutical company unrelated to SBD) and a different fund vintage. The engagement was completed and closed more than five years ago, and no ongoing advisory relationship or continuing obligation exists between the Firm and Pinnacle GEP I. There is no overlap in the portfolio companies, transaction structures, or tax positions involved in that prior engagement and the current proposed engagement for SBD. Victoria Chen, who supervised the 2017 engagement, confirmed that no confidential information obtained in connection with that prior representation is relevant to or could be used in the current engagement. Accordingly, the prior representation of Pinnacle GEP I does not give rise to a conflict of interest under Rule 1.9 of the New York Rules of Professional Conduct and does not preclude the Firm from accepting the current engagement.
No entries were found on the Firm's Permanently blocked Parties List or Adverse Interest Register for any Pinnacle-branded entity or for Jonathan Whitfield.
5.3 Third-Party Advisors
Result: No current or prior adverse representations against Harrington & Cahill, Chartered Tax Advisors; Pemberton Hale LLP; Lattimore & Stern CPAs LLP; Whitmore Valuation Advisors LLC; or Dalton Byrne & Partners, Solicitors were identified in the IntegriCheck database. The Firm does not currently represent any of these firms or their respective partners in any matter, and no concurrent representations were identified that could create a positional, issue, or other conflict.
The search did identify that Whitmore Valuation Advisors LLC has served as a valuation expert engaged by the Firm on behalf of other clients in two prior matters (Matter Nos. 2021-LIT-03641 and 2022-TX-00289), both of which are now closed. These prior engagements involved Whitmore providing independent valuation services as a third-party expert retained by the Firm's clients and do not create any conflict with Whitmore's independent engagement by SBD in the current transaction. There is no attorney-client relationship between the Firm and Whitmore, and the Firm's prior use of Whitmore as a valuation expert does not compromise the Firm's independence or objectivity in the current engagement.
5.4 Key Individuals
Result: No representations adverse to Dr. Cathal Morrissey, Fiona Gallagher, or Jonathan Whitfield were identified in the IntegriCheck database. No entries for any of these individuals appeared on the Firm's Permanently blocked Parties List or Adverse Interest Register. The informal partner inquiries described in Section 4.4 confirmed that no partner at the Firm has any personal or professional relationship with any of these individuals that could give rise to a conflict of interest or an appearance of impropriety.
6. Analysis of Potential Conflict Issues
Although the search results described in Section 5 above did not reveal any direct conflicts of interest, the following potential conflict issues were identified and analyzed as part of the Firm's standard clearance process.
6.1 Intercompany Transaction — Multiple Entity Representation
The proposed engagement involves the delivery of a tax opinion that touches on the interests of multiple related entities within the Solstice corporate group: SBD as the parent company and Client, SMT Inc. as the transferor of the IP portfolio, and SIPH as the transferee. The tax analysis necessarily involves consideration of the US federal income tax consequences to SMT Inc. (including deemed royalty income under IRC § 367(d), potential § 482 adjustments, and GILTI and Subpart F inclusions at the US shareholder level) as well as the Irish tax consequences to SIPH (including the availability of capital allowances under Section 291A TCA 1997). In principle, the tax interests of the transferor and transferee in an intercompany IP migration could diverge — for example, a higher transfer price benefits the transferee's capital allowance position in Ireland but may increase the deemed royalty income recognized by the US shareholder.
However, this potential divergence does not give rise to a conflict of interest in the present engagement for the following reasons:
(a) Calderwood & Harkness LLP is engaged by SBD as the single Client. The engagement letter expressly identifies SBD as the sole client. SMT Inc. and SIPH are not separate clients of the Firm, and the Firm has not been asked to, and will not, provide separate legal advice to either entity.
(b) The tax opinion is being rendered to SBD's board of directors in its capacity as the parent company and ultimate decision-maker with respect to the proposed intercompany restructuring. The opinion is intended to assist the board in evaluating the overall tax efficiency and risk profile of the IP migration structure as a whole, rather than to optimize the tax position of any individual entity within the group.
(c) SMT Inc. and SIPH are wholly owned subsidiaries of SBD. There are no minority interests in either entity that could give rise to competing fiduciary obligations or divergent economic interests.
(d) The engagement letter contains an express acknowledgment by SBD that the Firm's analysis will address the tax consequences to all relevant entities within the Solstice group and that SBD has authorized the Firm to consider the group's overall tax position in rendering the opinion.
Accordingly, no conflict of interest arises from the intercompany nature of the transaction, and no waiver or consent is required from SMT Inc. or SIPH.
6.2 Investor Interests
Pinnacle Growth Equity Partners Fund III, L.P. holds a 62.3% majority equity stake in SBD and has board representation through Jonathan Whitfield, its Managing Partner. Pursuant to the shareholders' agreement governing SBD (a copy of which was not provided to the Firm, but the relevant terms of which were described by Fiona Gallagher in a telephone conference on February 8, 2024), Pinnacle GEP III's prior written approval is required for any material intercompany transaction involving a value in excess of €10 million. The proposed IP transfer, with a preliminary fair market value of $214.5 million (approximately €196.8 million at current exchange rates), significantly exceeds this threshold. Accordingly, Pinnacle GEP III will be a required consenting party to the transaction.
The following analysis was conducted with respect to Pinnacle's investor status:
(a) Pinnacle GEP III is not a separate client of the Firm. The engagement letter identifies SBD as the sole client, and the Firm has not been asked to, and will not, provide separate legal advice to Pinnacle GEP III, Pinnacle GP, or Jonathan Whitfield in connection with the proposed IP migration or any other matter.
(b) The Firm has no current representation of Pinnacle GEP III or any other Pinnacle-branded fund or vehicle. The single historical representation identified in Section 5.2 (Pinnacle GEP I, Matter No. 1037-00007, closed March 2018) involved a different fund, a different portfolio company, and different subject matter. No confidential information from that prior engagement is relevant to the current engagement.
(c) Pinnacle GEP III's economic interests as a majority shareholder are aligned with those of SBD in the proposed IP migration, as the purpose of the restructuring is to enhance the tax efficiency of the Solstice group's global IP management structure, which benefits all shareholders pro rata. The Firm has no reason to believe that Pinnacle's interests diverge from those of SBD's board or management in any respect material to the tax opinion.
(d) The Firm is not aware of any circumstances in which the delivery of the tax opinion could be adverse to Pinnacle GEP III's interests. The opinion is a factual and legal analysis intended to assist SBD's board in its decision-making; it does not involve the assertion of any claim against Pinnacle or the advocacy of any position contrary to Pinnacle's interests.
Accordingly, no conflict of interest arises from Pinnacle GEP III's status as a majority investor in SBD, and no waiver or consent from Pinnacle GEP III is required.
6.3 Positional Conflicts
The Firm's conflicts clearance procedures require an analysis of potential positional conflicts — that is, situations in which the Firm, in representing one client, advocates or endorses a legal position that is directly contrary to a position the Firm is simultaneously advocating or endorsing on behalf of another client. In the context of a tax opinion engagement, a positional conflict could arise if the Firm were concurrently representing a party whose tax position depended on the invalidity or unenforceability of the type of IP migration structure at issue in the current engagement, or if the Firm were representing the IRS, the Irish Revenue Commissioners, or any other taxing authority in a matter challenging a similar structure.
The following analysis was conducted:
(a) The Firm does not currently represent, and has not recently represented, the Internal Revenue Service, the Irish Revenue Commissioners, or any other national or sub-national taxing authority in any matter.
(b) A review of the Firm's current active matters in the Tax Department identified no engagement in which the Firm is advocating or endorsing a tax position that is directly contrary to the positions that will be analyzed in the SBD opinion. Specifically, no current engagement involves a challenge to the validity of an intercompany IP migration structure, a challenge to the application of IRC § 367(d) or § 482 to an IP transfer, or a position adverse to the availability of Irish capital allowances under Section 291A TCA 1997.
(c) The Firm currently represents several clients in tax planning and tax controversy matters involving GILTI, Subpart F, and BEAT issues. However, the positions taken in those matters are not directly adverse to the positions that will be analyzed in the SBD opinion. Each engagement involves distinct facts, distinct entities, and distinct applications of the relevant statutory provisions. The Firm's general expertise in these areas of tax law does not create a positional conflict.
Accordingly, no positional conflicts have been identified that would preclude the Firm from accepting the current engagement.
7. Conclusion and Clearance
Based on the comprehensive search of the Firm's central conflicts management system (IntegriCheck), the supplementary cross-referencing against the Firm's Permanently blocked Parties List and Adverse Interest Register, the informal partner inquiries conducted with the Responsible Partner, Billing Partner, Practice Group Leaders for Corporate/M&A and Life Sciences, and the General Counsel's Office, and the analysis of potential conflict issues set forth in Section 6 above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to deliver a should-level tax opinion to Solstice Biomedical Devices Ltd. in connection with the proposed migration of intellectual property from Solstice Medical Technologies Inc. to Solstice IP Holdings Designated Activity Company.
The single historical representation of a related Pinnacle-branded fund (Pinnacle GEP I, Matter No. 1037-00007, closed March 2018) has been analyzed and determined not to give rise to a conflict of interest under Rule 1.9 of the New York Rules of Professional Conduct. No waiver or consent is required in connection with this prior representation.
The engagement is hereby cleared for opening. The engagement was formally opened on February 12, 2024, under Matter Number 1037-00007, with Sylvia Hartwell designated as Responsible Partner, Leonard Cross designated as Billing Partner, Leila Nazari designated as Lead Associate, and Robert Jansen designated as Working Associate.
This conflicts clearance memorandum, together with the attached appendices, shall be retained in the Firm's conflicts files and appended to the matter opening documentation for Matter No. 1037-00007 in accordance with the Firm's document retention policies.
8. Signature block
Prepared by:
________________________________________
Leila Nazari Lead Associate, Tax Department Calderwood & Harkness LLP
Date: February 11, 2024
Reviewed and Approved by:
________________________________________
Leonard Cross Partner, Tax Department Calderwood & Harkness LLP
Date: February 11, 2024
9. Distribution
This memorandum is distributed to the following individuals on a confidential and privileged basis:
1.  Sylvia Hartwell, Responsible Partner, Tax Department
2.  Leonard Cross, Billing Partner, Tax Department
3.  Leila Nazari, Lead Associate, Tax Department
4.  Robert Jansen, Working Associate, Tax Department
5.  General Counsel / Conflicts Office (Margaret Townsend, Deputy General Counsel) — for retention in the Firm's central conflicts files
No further distribution is authorized without the prior written approval of the Billing Partner or the General Counsel.
10. Attachments / Appendices
The following appendices are referenced in this memorandum and are incorporated by reference:
Appendix A: IntegriCheck conflicts database search printout — entity name, identifier, and individual name search results (dated February 10–11, 2024)
Appendix B: Engagement letter between Calderwood & Harkness LLP and Solstice Biomedical Devices Ltd., dated February 9, 2024 (reference copy)
Appendix C: Organizational chart of Solstice group entities, as provided by the Client (received February 7, 2024)
— End of Memorandum —
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — 599 Lexington Avenue, 36th Floor, New York, NY 10022 This document is not intended for distribution outside the Firm.
Date: | February 11, 2024
Matter Number: | 1037-00007
Prepared By: | Leila Nazari, Lead Associate, Tax Department
Reviewed By: | Leonard Cross, Billing Partner, Tax Department
Re: | Conflicts Clearance — Solstice Biomedical Devices Ltd. Tax Opinion Engagement (Irish-US IP Migration Structure)
Entity / Person | Entity Type | Jurisdiction / Identifier | Role in Transaction
Solstice Biomedical Devices Ltd. ("SBD") | Irish private company limited by shares | Ireland; CRO No. 587241 | Client; parent company; IP migration sponsor; opinion addressee
Solstice Medical Technologies Inc. ("SMT Inc.") | Delaware C-corporation | Delaware, USA; File No. 7482916; EIN 84-3291507 | Wholly owned US subsidiary of SBD; current holder of IP portfolio (transferor)
Solstice IP Holdings Designated Activity Company ("SIP Holdings" or "SIPH") | Irish designated activity company | Ireland; CRO No. 714538; incorporated January 18, 2024 | Newly formed wholly owned Irish subsidiary of SBD; proposed IP holding entity (transferee)
Morrissey Family Holdings Unlimited Company ("MFH UC") | Irish unlimited company | Ireland; CRO No. 492103 | Holding vehicle for Dr. Cathal Morrissey's 18.4% equity stake in SBD
Entity / Person | Entity Type | Jurisdiction | Role
Pinnacle Growth Equity Partners Fund III, L.P. ("Pinnacle GEP III") | Delaware limited partnership | Delaware, USA; principal office: 400 Lexington Avenue, 28th Floor, New York, NY 10170 | Majority shareholder of SBD, holding a 62.3% equity stake; $2.1 billion fund, vintage 2019
Pinnacle Growth Equity Advisors III LLC ("Pinnacle GP") | Delaware limited liability company | Delaware, USA | General partner of Pinnacle GEP III; exercises management and voting control over Pinnacle GEP III's interest in SBD
Jonathan Whitfield | Individual | New York, NY, USA | Managing Partner of Pinnacle GEP III; serves as a member of SBD's board of directors as Pinnacle's designee
Person | Title / Role | Organization
Dr. Cathal Morrissey | Founder, Chief Executive Officer & Director | SBD; holds 18.4% equity via MFH UC
Fiona Gallagher | Chief Financial Officer | SBD; holds 2.1% equity (direct)
Jonathan Whitfield | Managing Partner; SBD Board Member | Pinnacle Growth Equity Partners Fund III, L.P.
Firm | Role | Lead Contact | Address
Harrington & Cahill, Chartered Tax Advisors | Irish tax advisors to SBD; providing Irish tax analysis and opinion on SIPH's entitlement to Section 291A capital allowances and qualification for Irish knowledge development box relief | Niamh O'Sullivan, Tax Partner | 42 Fitzwilliam Square East, Dublin 2, D02 TK83, Ireland
Pemberton Hale LLP | Statutory auditors of the SBD group; responsible for the group's consolidated financial statements and audit opinion | Aisling Brennan, Audit Partner | One Custom House Quay, Dublin 1, D01 Y6H7, Ireland
Lattimore & Stern CPAs LLP | US tax return preparer for SMT Inc.; responsible for SMT Inc.'s US federal and state income tax return filings and related compliance work | David Lattimore, CPA, Partner | 155 Federal Street, Suite 1400, Boston, MA 02110, USA
Whitmore Valuation Advisors LLC | Independent IP valuation and transfer-pricing benchmarking firm; retained to prepare a contemporaneous transfer pricing study and arm's-length valuation of the IP portfolio in support of the intercompany transfer | Marcus Whitmore, ASA, Managing Director | 900 Third Avenue, 18th Floor, New York, NY 10022, USA
Dalton Byrne & Partners, Solicitors | Irish corporate and intellectual property solicitors for SBD; responsible for the Irish corporate law aspects of SIPH's incorporation and the IP assignment and licensing-back agreements | Séamus Dalton, Managing Partner | 7 Earlsfort Terrace, Dublin 2, D02 PY98, Ireland

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL CONFLICTS CLEARANCE MEMORANDUM

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