Contract analysis

1. Purpose and Acceptance of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") to serve as outside legal counsel in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian"), a privately held clinical-

2. Scope of Representation C&H will represent Penterra in all legal aspects of the proposed Transaction, including but not limited to the following: (a) Definitive Agreements and Ancillary Documents. Structuring and negotiation of the definitive stock purchase agreement and all ancillary transaction documents, including, without limitation, escrow agreements, non-competition and non-solicitation agreements, a transit

3. Engagement Team and Billing Rates 3.1 Responsible Partner Oliver Mackenzie, Partner in the Firm's Mergers & Acquisitions practice, will serve as the Responsible Partner for this engagement. In that capacity, Oliver will oversee all aspects of the engagement, serve as the primary relationship partner, and be your principal point of contact at the Firm for all matters relating to the Transaction. Oliver can be reach

4. Billing Arrangements and Payment Terms 4.1 Fees. Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the rates set forth in Section 3.3 above (as such rates may be adjusted from time to time in accordance with this Engagement Letter). Professional time will be recorded in increments of one-tenth (1/10th) of an hour (i.e., six-minute increments). Invoices will be

5. Confidentiality C&H will maintain the confidentiality of all information provided by Penterra in connection with this engagement and all information obtained by C&H in the course of performing services hereunder. C&H will not disclose any such confidential information to any third party except as may be (i) required by applicable law, court order, or regulatory requirement; (ii) necessary in connection with the pe

6. Conflicts of Interest C&H has conducted a conflicts review in accordance with its standard procedures and, based on the information presently available to us, we have not identified any conflict of interest that would preclude this engagement or that would require disclosure and consent under applicable rules of professional conduct. Our conflicts check included a review of the Firm's current and recent relationsh

7. Document Retention At the conclusion of this engagement, C&H will retain the client file (including all work product, correspondence, memoranda, and documents generated in the course of the engagement) in accordance with the Firm's standard document retention policy, as in effect from time to time. Original documents provided to C&H by Penterra will be returned to Penterra upon Penterra's written request, and C&H

8. Limitation of Liability To the fullest extent permitted by applicable law, C&H's aggregate liability to Penterra arising out of or relating to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of fees actually paid by Penterra to C&H in connection with this matter. This limitation of liability shall

9. Termination of Engagement Either C&H or Penterra may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by either party, the termination shall be effective upon receipt of such written notice (or on such later date as may be specified in the notice), subject to C&H's obligations under applicable rules of professional conduct regarding w

10. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicts of laws principles that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement described herein shall be subject to the exclusive juris

11. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between C&H and Penterra with respect to the terms and conditions of C&H's engagement in connection with the Transaction and supersedes all prior and contemporaneous oral or written communications, understandings, proposals, and agreements between the parties relating to the subject matter hereof. No amendment, modification, or w