Contract analysis

Section 1.1 "Closing" shall mean the closing of the transactions contemplated by the License Agreement, which is scheduled to occur on October 9, 2023, or such later date as Depositary and Depositor may mutually agree in writing (such scheduled date, the "Scheduled Closing Date"). The Closing shall be deemed to have occurred upon the satisfaction or waiver of all Closing Conditions in accordance with the License Agre

Section 1.2 "Closing Conditions" shall mean the conditions precedent to the Closing as set forth in the License Agreement, including, without limitation: (a) the delivery of duly executed officer's certificates by authorized officers of each of Depositary and Depositor (being Anita M. Fremont, Esq., General Counsel of Penterra Pharmaceuticals Corp., and David R. Cheung, Esq., General Counsel of Meridian Bio Therapeut

Section 1.3 "Effective Date" shall mean the date on which all Closing Conditions have been satisfied or waived, being the actual closing date of the License Agreement. The Parties acknowledge that, as of the date of this Agreement, the anticipated Effective Date is October 20, 2023.

Section 1.4 "Escrow Account" shall mean the segregated, interest-bearing trust account established and maintained by Escrow Agent at Velthorn National Bank, N.A. for the sole purpose of holding, investing, and disbursing the Escrow Amount and any interest or earnings thereon, in accordance with the terms and conditions of this Agreement.

Section 1.5 "Escrow Amount" shall mean Eighteen Million Dollars ($18,000,000) in immediately available funds, to be deposited by Depositor into the Escrow Account as provided in Article III hereof.

Section 1.6 "Escrow Funding Date" shall mean the date on which Depositor deposits, or causes to be deposited, the Escrow Amount into the Escrow Account, which date shall be no later than October 6, 2023.

Section 1.7 "Joint Written Instructions" shall mean written instructions substantially in the form attached hereto as Exhibit C, signed by authorized representatives of both Depositary and Depositor (as designated in Section 2.2 hereof, or their successors designated in accordance with this Agreement), directing Escrow Agent to release, distribute, or otherwise dispose of all or any portion of the Escrow Funds.

Section 1.8 "License Agreement" shall mean that certain Exclusive License Agreement, dated as of October 2, 2023, by and between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited, as may be amended, modified, or supplemented from time to time in accordance with its terms.

Section 1.9 "Escrow Funds" shall mean the Escrow Amount, together with any and all interest, earnings, income, and other amounts accrued or earned thereon while held in the Escrow Account.

Section 1.10 Cross-References. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the License Agreement.

ARTICLE II — APPOINTMENT OF ESCROW AGENT

Section 2.1 Appointment. Depositary and Depositor hereby appoint Velthorn National Bank, N.A. as Escrow Agent to receive, hold, invest, and disburse the Escrow Funds in accordance with and subject to the terms and conditions of this Agreement. Escrow Agent hereby accepts such appointment and agrees to act as Escrow Agent in accordance with the terms and conditions set forth herein. Escrow Agent shall hold the Escrow

Section 2.2 Authorized Representatives. The following individuals are hereby designated as the authorized representatives of each Party for purposes of delivering and receiving notices, instructions, certificates, and other communications under this Agreement: (a) Escrow Agent: Teresa M. D'Angelo, Escrow Officer, Velthorn National Bank, N.A., is designated as the primary contact and authorized representative of Escro

ARTICLE III — ESTABLISHMENT OF ESCROW ACCOUNT; DEPOSIT

Section 3.1 Establishment of Escrow Account. Within two (2) business days following the execution and delivery of this Agreement by all Parties, Escrow Agent shall establish the Escrow Account as a segregated, interest-bearing trust account at Velthorn National Bank, N.A. The Escrow Account shall be titled "Velthorn National Bank, N.A., as Escrow Agent — Penterra/Meridian PPC-4187 License Escrow" or such similar desi

Section 3.2 Deposit of Escrow Amount. Depositor shall deposit, or cause to be deposited, the Escrow Amount of Eighteen Million Dollars ($18,000,000) into the Escrow Account by wire transfer of immediately available funds no later than October 6, 2023 (the "Escrow Funding Date"). Wire transfer instructions for the Escrow Account shall be provided by Escrow Agent to Depositor in a separate letter to be delivered prompt

Section 3.3 Confirmation of Deposit. Escrow Agent shall, within one (1) business day following receipt of the Escrow Amount into the Escrow Account, provide written confirmation of such receipt (including the date and amount received) to each of the following: (a) Depositary: Penterra Pharmaceuticals Corp., 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540, Attention: Anita M. Fremont, Esq., General Counsel; (

Section 3.4 Title to Escrow Funds. Title to the Escrow Funds shall remain vested in Depositor until disbursement of such Escrow Funds in accordance with the provisions of this Agreement, at which time title to the disbursed portion of the Escrow Funds shall pass to the Party receiving such disbursement. Notwithstanding the foregoing, Depositor shall not have any right to direct the investment, transfer, or withdrawal

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.1 Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Funds, including all interest and earnings thereon, in one or more of the following permitted investments: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills, notes, and bonds), in each case having mat

Section 4.2 Interest and Earnings. All interest, dividends, and other earnings on the Escrow Funds shall be retained in the Escrow Account, shall constitute part of the Escrow Funds for all purposes under this Agreement, and shall be disbursed together with the principal in accordance with Article V hereof. Escrow Agent shall provide quarterly statements to Depositary and Depositor reflecting the balance of the Escro

Section 4.3 Tax Reporting. For United States federal income tax purposes, all interest, earnings, and other income accrued on the Escrow Funds shall be reported as income of Depositor (Meridian Bio Therapeutics Limited) until such time as the Escrow Funds are released to Depositary in accordance with Article V hereof. Depositor shall provide Escrow Agent with a completed IRS Form W-8BEN-E (or such other applicable ta

Section 4.4 Losses on Investment. Escrow Agent shall not be liable for any diminution in the value of the Escrow Funds, or for any losses, damages, or costs arising from or relating to any investment or reinvestment of the Escrow Funds, made in accordance with the terms of this Article IV, including, without limitation, any losses resulting from market fluctuations, changes in interest rates, or the default or insolv

ARTICLE V — RELEASE OF ESCROW FUNDS

Section 5.1 Release upon Closing. Upon the Closing (i.e., the Effective Date of the License Agreement), Escrow Agent shall release the entire Escrow Funds, comprising the principal Escrow Amount together with all accrued and unpaid interest and earnings thereon, to Depositary by wire transfer of immediately available funds to the account designated in Exhibit A hereto, upon receipt by Escrow Agent of either: (a) Join

Section 5.2 Specific Closing Conditions for Release. The Joint Written Instructions or certificate delivered pursuant to Section 5.1 shall confirm the satisfaction or waiver of the following Closing Conditions, among others: (i) the execution and delivery of all closing deliverables required under the License Agreement, including, without limitation, duly executed officer's certificates, secretary's certificates, leg

Section 5.3 Release upon Termination. In the event that the License Agreement is terminated prior to the Closing in accordance with its terms, the Escrow Funds shall be released to Depositor by wire transfer of immediately available funds to the account designated in Exhibit B hereto, upon receipt by Escrow Agent of either: (a) Joint Written Instructions, substantially in the form attached hereto as Exhibit C, signed

Section 5.4 Partial Releases. No partial release or distribution of the Escrow Funds shall be permitted except pursuant to Joint Written Instructions signed by authorized representatives of both Depositary and Depositor. In the event that Joint Written Instructions direct a partial release, Escrow Agent shall release the specified amount and shall continue to hold the remaining Escrow Funds in the Escrow Account in a

Section 5.5 Delayed Closing. In the event that the Closing does not occur on or before the Scheduled Closing Date of October 9, 2023, the Escrow Funds shall remain in escrow in the Escrow Account and shall continue to accrue interest and earnings in accordance with Article IV until the earlier to occur of: (a) the actual Closing Date, at which time the Escrow Funds shall be released to Depositary in accordance with S

Section 5.6 Wire Transfer Instructions for Release to Depositary. Upon the release of Escrow Funds to Depositary pursuant to this Article V, Escrow Agent shall wire transfer the applicable portion of the Escrow Funds (including all accrued and unpaid interest) to Penterra Pharmaceuticals Corp. at the bank account designated in the wire transfer instructions set forth in Exhibit A attached hereto and incorporated here

Section 5.7 Wire Transfer Instructions for Release to Depositor. In the event that the Escrow Funds are to be returned to Depositor pursuant to this Article V, Escrow Agent shall wire transfer the applicable portion of the Escrow Funds (including all accrued and unpaid interest) to Meridian Bio Therapeutics Limited at the bank account designated in the wire transfer instructions set forth in Exhibit B attached hereto

ARTICLE VI — DISPUTE RESOLUTION REGARDING ESCROW FUNDS

Section 6.1 Conflicting Instructions. In the event that Escrow Agent receives conflicting instructions, claims, or demands from Depositary and Depositor with respect to the Escrow Funds, or if Escrow Agent is uncertain as to its duties or obligations hereunder, or if Escrow Agent receives an objection from either Depositary or Depositor in response to a certificate delivered under Section 5.1(b) or Section 5.3(b), Es

Section 6.2 Interpleader. Escrow Agent shall be entitled, at its option and at the expense of Depositary and Depositor (as provided in Section 6.3), to file an interpleader action in any federal or state court of competent jurisdiction sitting in the State of New York, County of New York, and, upon the filing and deposit of the Escrow Funds with such court, Escrow Agent shall be fully and finally relieved and dischar

Section 6.3 Costs of Dispute. All costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Escrow Agent in connection with any interpleader action, dispute resolution proceeding, or any other claim or controversy relating to the Escrow Funds or Escrow Agent's duties hereunder, shall be borne equally by Depositary and Depositor (fifty percent (50%) by each), or as otherwise allocated by

ARTICLE VII — DUTIES AND OBLIGATIONS OF ESCROW AGENT

Section 7.1 Scope of Duties. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no additional duties or obligations shall be implied from the terms hereof or from any course of dealing or usage of trade. Escrow Agent shall not be required to take any action that, in its reasonable judgment, would violate any applicable law, regulation, or governmental order, or that w

Section 7.2 Reliance on Documents. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, request, certificate, direction, consent, or other document or instrument that Escrow Agent in good faith believes to be genuine and to have been signed, executed, or presented by the proper person or persons. Escrow Agent shall not be required to make

Section 7.3 No Duty to Verify. Escrow Agent shall have no duty or obligation to verify the accuracy, completeness, or sufficiency of any certificate, notice, instruction, or other document delivered to it in connection with this Agreement, or to determine whether any Closing Condition has been satisfied or waived, or to monitor the performance of Depositary or Depositor under the License Agreement or this Agreement.

Section 7.4 No Implied Duties. No implied covenants, obligations, fiduciary duties, or responsibilities shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by any agreement between Depositary and Depositor (whether or not Escrow Agent has knowledge thereof), including the License Agreement, except as expressly set forth in this Agreement. Escrow Agent shall not be required to ascer

Section 7.5 Resignation. Escrow Agent may resign from its duties and obligations under this Agreement at any time upon not less than thirty (30) days' prior written notice to Depositary and Depositor. Such resignation shall become effective on the date specified in such notice (the "Resignation Date"), provided that if Depositary and Depositor have not appointed a successor escrow agent that has accepted such appoint

Section 7.6 Removal. Depositary and Depositor may jointly remove Escrow Agent at any time upon not less than thirty (30) days' prior written notice to Escrow Agent and may appoint a successor escrow agent. Such removal shall become effective upon the appointment and acceptance of a successor escrow agent that assumes all of the duties and obligations of Escrow Agent hereunder. Upon the effective date of such removal,

ARTICLE VIII — ESCROW AGENT FEES AND EXPENSES

Section 8.1 Escrow Agent Fee. Depositor shall pay to Escrow Agent the following fees in consideration of Escrow Agent's services hereunder: (a) a one-time flat acceptance fee of Fifteen Thousand Dollars ($15,000), payable upon the execution of this Agreement; and (b) a quarterly maintenance fee of Two Thousand Five Hundred Dollars ($2,500) per calendar quarter (or any portion thereof) during which the Escrow Account

Section 8.2 Extraordinary Expenses. In addition to the fees set forth in Section 8.1, Depositor shall reimburse Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, wire transfer fees, account maintenance charges, postage and courier charges, costs of reproducing and transmit

Section 8.3 Payment of Fees. All fees and expenses payable to Escrow Agent under this Article VIII shall be paid by Depositor directly to Escrow Agent and shall not be deducted from the Escrow Funds. In the event that Depositor fails to pay any fee or expense within thirty (30) days after written demand therefor by Escrow Agent, Escrow Agent shall be entitled, upon prior written notice to both Depositary and Deposito

ARTICLE IX — INDEMNIFICATION OF ESCROW AGENT

Section 9.1 Indemnification by Depositary and Depositor. Depositary and Depositor, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limi

Section 9.2 Survival. The indemnification obligations of Depositary and Depositor under this Article IX shall survive the release or disbursement of the Escrow Funds, the termination of this Agreement, and the resignation or removal of Escrow Agent, and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claim that may be asserted against any Escro

ARTICLE X — LIMITATION OF LIABILITY OF ESCROW AGENT

Section 10.1 Standard of Care. Escrow Agent shall not be liable for any act taken, suffered, or omitted to be taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon it by this Agreement, except for Escrow Agent's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. In

Section 10.2 Force Majeure. Escrow Agent shall not be liable for any failure or delay in the performance of any of its obligations under this Agreement to the extent that such failure or delay is caused by or results from circumstances beyond the reasonable control of Escrow Agent, including, without limitation, acts of God, floods, earthquakes, fires, epidemics, pandemics, war (whether declared or undeclared), terro

Section 10.3 No Consequential Damages. In no event shall Escrow Agent be liable to Depositary, Depositor, or any other person for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind or nature whatsoever (including, without limitation, lost profits, lost revenue, lost business opportunities, or diminution in value), regardless of the form of action, whether in contract, tort (i

ARTICLE XI — REPRESENTATIONS AND WARRANTIES

Section 11.1 Representations and Warranties of Depositary. Penterra Pharmaceuticals Corp. hereby represents and warrants to each other Party as follows: (a) Organization and Good Standing. Depositary is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own its properties, carry on its business as presently conduc

Section 11.2 Representations and Warranties of Depositor. Meridian Bio Therapeutics Limited hereby represents and warrants to each other Party as follows: (a) Organization. Depositor is a limited company duly organized and validly existing under the laws of the Hong Kong Special Administrative Region, Company Registration No. 2847631, and has full corporate power and authority to own its properties, carry on its busi

Section 11.3 Representations and Warranties of Escrow Agent. Velthorn National Bank, N.A. hereby represents and warrants to each other Party as follows: (a) Organization. Escrow Agent is a national banking association duly organized and validly existing under the laws of the United States, with full power and authority to conduct its banking business as presently conducted. (b) Power and Authority. Escrow Agent has f

Section 12.1 Form of Notice. All notices, instructions, requests, consents, demands, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed to have been duly given: (i) when delivered personally to the addressee; (ii) one (1) business day after deposit with a nationally recognized overnight courier service (with proof of delivery or tracki