Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or Jacksonville, Florida are authorized or required by applicable law, regulation, or executive order to close. "Buyer" means Penterra Pharmaceuticals Corp., a Delaware corporation,

Section 1.2 — Rules of Construction (a) The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision hereof. (b) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. (c) The word "including" (a

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 — Appointment of Escrow Agent Buyer and the Stockholder Representative hereby appoint Fidelis National Escrow Corp. as escrow agent under this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to hold, invest, and disburse the Escrow Funds in accordance with the terms and conditions of this Agreement. The Escrow Agent's primary contact for purposes of this Agreement shall be Brian

Section 2.2 — Deposit of Indemnification Escrow Amount At the Closing, Buyer shall (or shall cause to be) deposited with the Escrow Agent, by wire transfer of immediately available funds to the account designated by the Escrow Agent on Exhibit A hereto, the Indemnification Escrow Amount of One Hundred Eighty Million Dollars ($180,000,000). This amount is derived from the aggregate Purchase Price of Nine Hundred Milli

Section 2.3 — Deposit of Expense Fund Amount At the Closing, Buyer shall (or shall cause to be) deposited with the Escrow Agent, by wire transfer of immediately available funds to the account designated by the Escrow Agent on Exhibit A hereto, the Expense Fund Amount of Two Million Five Hundred Thousand Dollars ($2,500,000). The Expense Fund Amount shall be held by the Escrow Agent in a separate segregated escrow acc

Section 2.4 — Escrow Accounts (a) The Escrow Agent shall maintain two (2) separate escrow accounts: (i) the Indemnification Escrow Account; and (ii) the Expense Fund Account. Each account shall be maintained separately and distinct from the other, and no transfers shall be made between the accounts except as expressly directed by a Joint Written Direction. (b) The Escrow Funds shall not be commingled with the Escrow

Section 2.5 — Wire Transfer Instructions The Escrow Agent's wire transfer instructions for the initial deposits of the Indemnification Escrow Amount and the Expense Fund Amount shall be as set forth on Exhibit A attached hereto and incorporated herein by reference. For informational purposes only, the aggregate Purchase Price of Nine Hundred Million Dollars ($900,000,000) is being funded at the Closing as follows: (i

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Permitted Investments The Escrow Agent shall invest and reinvest the Escrow Funds (including any interest, dividends, or other income earned thereon) in accordance with Joint Written Direction delivered by Buyer and the Stockholder Representative, or, in the absence of such direction, in the following investments (the "Permitted Investments"): (a) Direct obligations of, or obligations the timely payment

Section 3.2 — Income on Escrow Funds All interest, dividends, and other income earned on the Indemnification Escrow Fund shall be added to, and become a part of, the Indemnification Escrow Fund and shall be held, invested, and disbursed in accordance with this Agreement. All interest, dividends, and other income earned on the Expense Fund shall be added to, and become a part of, the Expense Fund and shall be held, in

Section 3.3 — Tax Reporting and Allocation (a) For all federal, state, and local income tax purposes, all interest and other income earned on the Indemnification Escrow Fund shall be allocable to the Sellers (or such portion thereof as may be directed by the Stockholder Representative in accordance with the Purchase Agreement), and the Escrow Agent shall report such income under the tax identification number provided

Section 3.4 — Investment Risk The parties acknowledge that the Escrow Agent shall not be liable for any loss of principal or income resulting from any investment of the Escrow Funds in Permitted Investments, provided that the Escrow Agent has acted in accordance with the investment directions provided by Buyer and the Stockholder Representative or, in the absence thereof, the default investment provisions set forth i

ARTICLE IV — DISBURSEMENT OF INDEMNIFICATION ESCROW FUND

Section 4.1 — Purpose of Indemnification Escrow Fund The Indemnification Escrow Fund shall serve as the primary source of recovery for indemnification claims asserted by Buyer against the Sellers under Article IX of the Purchase Agreement, and specifically under Section 9.2 thereof (Indemnification by Sellers). The Indemnification Escrow Fund secures the general indemnification obligations of the Sellers with respect

Section 4.2 — Claim Procedures

Section 4.2(a) — Claim Notice. If Buyer is entitled to, or in good faith believes it is entitled to, indemnification from the Indemnification Escrow Fund pursuant to Article IX of the Purchase Agreement, Buyer shall deliver a written notice (a "Claim Notice") to the Escrow Agent and the Stockholder Representative. Each Claim Notice shall be substantially in the form of Exhibit C attached hereto and shall specify the

Section 4.2(b) — Response Period. The Stockholder Representative shall have thirty (30) calendar days following receipt of a Claim Notice (the "Response Period") within which to deliver a written response (a "Response Notice") to the Escrow Agent and Buyer. The Response Notice shall set forth the Stockholder Representative's position with respect to the Claim Notice, including whether the Stockholder Representative a

Section 4.2(c) — Dispute of Claim. If the Stockholder Representative delivers a Response Notice within the Response Period disputing all or any portion of the Claimed Amount set forth in a Claim Notice, the Response Notice shall specify the following: (i) the amount, if any, of the Claimed Amount that the Stockholder Representative agrees is payable to Buyer (the "Agreed Amount"), which Agreed Amount may be zero; (ii

Section 4.2(d) — Resolution of Disputes. Following delivery of a Response Notice in which the Stockholder Representative disputes all or a portion of the Claimed Amount, Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following delivery of such Response Notice (the "Negotiation Period") to resolve the dispute regarding the Disputed Amount. During the Ne

Section 4.2(e) — Third-Party Claims. Indemnification claims arising from or relating to claims, actions, suits, or proceedings brought by any person or entity that is not a party to the Purchase Agreement (each, a "Third-Party Claim") shall be governed by the third-party claim procedures set forth in Section 9.4 of the Purchase Agreement, including the provisions relating to assumption of defense, settlement, and coo

Section 4.3 — Limitations (a) The aggregate amount disbursed from the Indemnification Escrow Fund to Buyer shall not exceed the balance of the Indemnification Escrow Fund as it exists from time to time (including investment income thereon), which, at the time of initial deposit, equals the Indemnification Cap of One Hundred Eighty Million Dollars ($180,000,000). Nothing in this Section 4.3 shall limit Buyer's right t

Section 4.4 — Manner of Disbursement All disbursements from the Indemnification Escrow Fund shall be made by wire transfer of immediately available funds to the account designated by the recipient in writing (which written designation may be included in the applicable Claim Notice, Joint Written Direction, or court order). The Escrow Agent shall make such disbursements within three (3) Business Days following receipt

ARTICLE V — RELEASE OF INDEMNIFICATION ESCROW FUND

Section 5.1 — Escrow Period The "Escrow Period" shall commence on the Closing Date and shall terminate on the date that is eighteen (18) months following the Closing Date (the "Escrow Termination Date"). The Escrow Period corresponds to the survival period for the General Representations of the Company and the Sellers under the Purchase Agreement, as set forth in Section 9.1 thereof. Notwithstanding the foregoing, am

Section 5.2 — Release upon Expiration Promptly following the Escrow Termination Date (but in no event later than five (5) Business Days thereafter), the Escrow Agent shall release to the Stockholder Representative (for distribution to the Sellers pro rata in accordance with their respective Seller Percentages as set forth in the Purchase Agreement) the entire balance of the Indemnification Escrow Fund as of such date

Section 5.3 — Release of Pending Claim Reserves Upon the final resolution of each Pending Claim, whether by Joint Written Direction, deemed acceptance pursuant to Section 4.2(b), or a final, non-appealable order or judgment of a court of competent jurisdiction, the Escrow Agent shall: (a) disburse the Resolved Amount (or such other amount as directed by the Joint Written Direction or court order) to Buyer from the In

Section 5.4 — Fundamental Representations and Special Indemnities For the avoidance of doubt, claims relating to breaches of Fundamental Representations (including, without limitation, representations and warranties regarding capitalization, authority, due organization, and taxes, as defined in the Purchase Agreement) survive for the applicable statute of limitations plus sixty (60) days, and the Sellers' indemnifica

Section 6.1 — Purpose The Expense Fund shall be used solely to reimburse the Stockholder Representative for reasonable and documented out-of-pocket costs and expenses incurred by the Stockholder Representative in the performance of his duties and the exercise of his rights and powers under the Purchase Agreement and the Stockholder Representative Agreement, including, without limitation, legal fees and disbursements,

Section 6.2 — Disbursement from Expense Fund The Escrow Agent shall disburse amounts from the Expense Fund upon receipt of a written request from the Stockholder Representative (an "Expense Request"), which shall be substantially in the form of Exhibit D attached hereto and shall include: (i) the amount requested to be disbursed; (ii) a reasonably detailed description of the nature of the expenses incurred or to be i

Section 6.3 — Release of Remaining Expense Fund Any amounts remaining in the Expense Fund upon the earlier to occur of (a) the Escrow Termination Date and the final resolution of all Pending Claims (such that no further Stockholder Representative services are anticipated), or (b) the date on which the Escrow Agent receives written notice from the Stockholder Representative certifying that no further expenses are anti

Section 6.4 — Expense Fund Not Available for Indemnification Claims The Expense Fund shall not be available to satisfy any indemnification claims by Buyer under the Purchase Agreement or this Agreement. Buyer shall have no right to make claims against, or receive any disbursement from, the Expense Fund. The Escrow Agent shall not disburse any amounts from the Expense Fund to Buyer under any circumstances, and any Cla

ARTICLE VII — DUTIES AND OBLIGATIONS OF THE ESCROW AGENT

Section 7.1 — Standard of Care The Escrow Agent shall hold and disburse the Escrow Funds solely in accordance with the express terms and conditions of this Agreement. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in accordance with this Agreement or at the direction of any of the other Parties hereto, and the Escrow Agent shall in no event be liable for any i

Section 7.2 — Reliance on Instructions and Documents The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, direction, certificate, statement, request, consent, waiver, receipt, or other document or instrument (including a Joint Written Direction, Claim Notice, Response Notice, or Expense Request) that the Escrow Agent in good faith beli

Section 7.3 — No Investigation The Escrow Agent shall have no duty or obligation to: (a) investigate or make any determination regarding the validity, accuracy, or merits of any indemnification claim, Claim Notice, Response Notice, or Expense Request; (b) determine whether Losses have occurred, whether the Basket Amount has been met or exceeded, or whether the Indemnification Cap has been reached; (c) interpret, cons

Section 7.4 — Conflicting Instructions In the event that the Escrow Agent receives instructions, directions, or demands from Buyer and the Stockholder Representative that are conflicting or inconsistent with each other or with the terms of this Agreement, the Escrow Agent shall be entitled to refrain from taking any action (other than to continue to hold the Escrow Funds in accordance with this Agreement and to inves

Section 7.5 — Resignation or Removal (a) Resignation. The Escrow Agent may resign from its duties hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to Buyer and the Stockholder Representative. Such resignation shall take effect upon the appointment of a successor escrow agent in accordance with Section 7.6 or, if no successor has been appointed by such date, on t

Section 7.6 — Successor Escrow Agent Any successor escrow agent appointed pursuant to this Agreement shall be a national banking association, a state-chartered bank, or a trust company that has a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000), or such other entity as Buyer and the Stockholder Representative may jointly approve in writing. Upon acceptance of its appointment, any s

ARTICLE VIII — COMPENSATION, EXPENSES, AND INDEMNIFICATION OF ESCROW AGENT

Section 8.1 — Fees and Expenses The Escrow Agent shall be entitled to compensation for its services rendered hereunder in accordance with the fee schedule attached hereto as Exhibit B. All fees and expenses of the Escrow Agent (including, without limitation, the initial acceptance/setup fee, annual administration fees, transaction/disbursement fees, investment management fees, and fees for extraordinary services) sha

Section 8.2 — Indemnification of Escrow Agent (a) Buyer and the Stockholder Representative (on behalf of the Sellers), jointly and severally, hereby agree to indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, damages, claims, liabilities, penalties, judgmen

Section 8.3 — Lien on Escrow Funds The Escrow Agent shall have a first priority lien on, and security interest in, the Escrow Funds (including any interest, dividends, or other income earned thereon) for any unpaid fees, expenses, or indemnification obligations owed to the Escrow Agent pursuant to this Article VIII. The Escrow Agent may deduct and set off from the Escrow Funds any amounts owed to it hereunder; provid

Section 9.1 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or delivered: (a) when delivered personally; (b) when sent by email (with written confirmation of receipt by the recipient, which confirmation may be electronic); (c) one (1) Business Day after being sen

Section 9.2 — Amendments and Waivers This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by Buyer, the Stockholder Representative, and the Escrow Agent. No provision of this Agreement may be waived except by a written instrument signed by the Party or Parties against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, pow

Section 9.3 — Governing Law; Jurisdiction (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. (b) Any dispute, claim, or controversy arising out of o

Section 9.4 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HERE

Section 9.5 — Entire Agreement This Agreement, together with the Purchase Agreement, the Stockholder Representative Agreement, and the Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, commitments, and understandings, whether oral or written, relating

Section 9.6 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transact

Section 9.7 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and permitted assigns. No Party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of each of the other Parties; provided, however, that Buyer may, with

Section 9.8 — Counterparts; Electronic Signatures This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including portable document format (.pdf) or any electronic signature complying with the U.S.

Section 9.9 — No Third-Party Beneficiaries Except as expressly provided herein with respect to the Sellers (who are intended third-party beneficiaries of the release provisions of Article V and Article VI hereof, and whose rights thereunder may be enforced by the Stockholder Representative on their behalf), this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or e

Section 9.10 — Termination of Agreement (a) This Agreement shall terminate upon the earliest to occur of: (i) the complete distribution of all Escrow Funds in accordance with the terms hereof such that no Escrow Funds remain held by the Escrow Agent; (ii) delivery of a Joint Written Direction by Buyer and the Stockholder Representative directing the Escrow Agent to disburse all remaining Escrow Funds and expressly te