Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Thornwick Medical Research Institute, Inc. ("TMRI"), a Massachusetts nonprofit corporation, as outside legal counsel in connection with the matter described more fully in Section 2 below. This engagement shall be effective as of January 15, 2026. This letter (the "Engagem

2. Scope of Representation Calderwood & Harkness will represent TMRI in its capacity as sponsor of an investigator-initiated clinical trial known as "Cadence-3: A Prospective, Single-Arm, Open-Label Feasibility Study of the ThornValve MV-200 System for Transcatheter Mitral Valve Repair in Patients with Moderate-to-Severe Mitral Regurgitation" (the "Trial" or "Cadence-3 Trial"). Specifically, the scope of our represen

3. Client Identification The client in this engagement is Thornwick Medical Research Institute, Inc. (EIN: 04-3871256), a Massachusetts nonprofit corporation organized and operated exclusively for scientific, educational, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. All duties of loyalty, confidentiality, and zealous representation arising out of th

4. Staffing The following attorneys have been assigned to this engagement and will be primarily responsible for the legal services described in Section 2: Responsible Partner: Joel Strauss, Partner, Healthcare & Life Sciences Practice Group. Mr. Strauss will have overall supervision of and strategic direction over the engagement. He will serve as the primary relationship partner for TMRI and will be available for con

5. Billing Rates and Fee Arrangements Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the following current standard billing rates for the Firm's Healthcare & Life Sciences Practice Group: The specific hourly rates applicable to the attorneys currently assigned to this engagement are as follows: The Firm's standard billing rates are subject to annual adjustment

6. Expenses and Disbursements In addition to professional fees, TMRI will reimburse Calderwood & Harkness for reasonable out-of-pocket costs and disbursements incurred in connection with this engagement. Such costs and disbursements may include, but are not limited to, the following: • Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with in-person negotiation sess

7. Billing and Payment Terms Calderwood & Harkness will submit monthly invoices to TMRI for professional fees earned and disbursements incurred during the preceding calendar month. Each invoice will contain a reasonably detailed description of the legal services rendered, the identity of the billing attorney or professional, the number of hours billed, the applicable hourly rate, and an itemization of disbursements.

8. Conflicts of Interest Calderwood & Harkness has conducted a conflicts check in its electronic conflicts database in connection with this engagement, utilizing the names and identifying information of TMRI, Hargrove University Medical Center, Inc., Pemberton, Yates & Caldwell LLP, and other relevant parties and individuals identified by TMRI in its intake materials. Based on the information currently available to t

9. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by TMRI to the Firm in connection with this engagement, including without limitation proprietary business information, financial data, clinical trial data, regulatory strategy, trade secrets, and any other information that TMRI designates as confidential or that is of a nature that a reasonable attorney would unders

10. Document Retention Calderwood & Harkness will maintain files and records related to this engagement, whether in paper or electronic form, in accordance with the Firm's document retention policy then in effect. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed in the ordi

11. Governing Law This Engagement Letter and the attorney-client relationship between Calderwood & Harkness LLP and TMRI arising hereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, including the Massachusetts Rules of Professional Conduct as adopted by the Supreme Judicial Court of Massachusetts, without regard to any conflict of laws principles that would

12. Termination of Engagement Either Calderwood & Harkness or TMRI may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, Calderwood & Harkness will comply with its obligations under Rule 1.16 of the Massachusetts Rules of Professional Conduct and will take all steps reasonably necessary to avoid prejudice to TMRI's interests. Upon termination of this

13. Limitation of Scope As set forth in Section 2 above, the Firm's representation of TMRI is limited to the specific matter described therein — namely, the negotiation and execution of the CTA with HUMC in connection with the Cadence-3 Trial. This engagement does not create a general or ongoing attorney-client relationship between Calderwood & Harkness and TMRI beyond the scope described in this Engagement Letter. C

14. Agreement and Acceptance If the terms and conditions set forth in this Engagement Letter are acceptable to TMRI, please have an authorized representative of TMRI execute this letter in the space provided below and return a fully executed copy to the undersigned at the address set forth above. This Engagement Letter may be executed in counterparts, each of which shall be deemed an original, and may be delivered by