1018-00008 · Penterra Pharmaceuticals Corp · Engagement & Preliminary

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

200 Park Avenue, 42nd Floor New York, NY 10166

Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com

February 14, 2024

Thomas F. Holbrook, Esq. General Counsel & Secretary Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, NJ 08540

Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Veridian Biosciences, Inc. Matter Number: 1018-00008

Dear Tom:

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-stage biotechnology company headquartered in Cambridge, Massachusetts. We appreciate the confidence that you and the Penterra leadership team have placed in our Firm, and we look forward to serving as your counsel throughout this Transaction.

This letter (the "Engagement Letter") sets forth the terms and conditions upon which C&H will provide legal services to Penterra in connection with the Transaction. We ask that you review these terms carefully and, if they are acceptable, countersign and return a copy of this letter to my attention at your earliest convenience. This engagement shall be effective as of the date hereof, and the terms and conditions set forth below shall govern the relationship between C&H and Penterra with respect to the Transaction unless and until modified in writing by mutual agreement of the parties.

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 transition services agreement, closing certificates, officer's certificates, bring-down opinions, and all other related instruments and exhibits as may be necessary or advisable to consummate the Transaction.

(b) Legal Due Diligence. Coordination and supervision of comprehensive legal due diligence on Veridian, encompassing corporate organization and governance matters, intellectual property (including patents, trade secrets, trademarks, and licenses), regulatory and FDA compliance (including review of pending and approved INDs and NDAs), material contracts, employment and employee benefits matters (including ERISA compliance), environmental compliance, pending and threatened litigation and regulatory proceedings, insurance coverage, and tax matters. C&H will coordinate with Penterra's internal legal and business teams to ensure that all findings are appropriately cataloged, analyzed, and reported.

(c) Financial Advisor Coordination. Coordination with Penterra's financial advisor, Garrison Zanthor & Co., LLC, in connection with valuation analyses, the preparation and delivery of any fairness opinion, deal execution, and related financial advisory matters as they pertain to the legal aspects of the Transaction.

(d) Acquisition Financing. Review and negotiation of acquisition financing documentation, including the committed term loan facility and any related fee letters, commitment letters, credit agreements, security documents, guaranty agreements, and related instruments, as applicable.

(e) Antitrust and Regulatory Matters. Coordination with Stonebridge HSW Antitrust Advisors LLP regarding pre-merger notification filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other antitrust or regulatory matters arising in connection with the Transaction. For the avoidance of doubt, Stonebridge HSW Antitrust Advisors LLP will serve as specialist antitrust counsel, and C&H's role with respect to antitrust matters will be limited to coordination and oversight in the context of the overall Transaction timeline and execution.

(f) Corporate Authorizations. Preparation of board resolutions, unanimous written consents, and all other corporate authorization documents required to authorize Penterra's entry into the Transaction and the execution and delivery of all Transaction documents.

(g) Representation and Warranty Insurance. Advice regarding the procurement of representation and warranty insurance ("R&W Insurance") in connection with the Transaction, including coordination with Penterra's R&W insurance broker, Prescott Whitfield Insurance Brokers, Inc., review and negotiation of the R&W insurance policy and related binder documentation, and advice regarding the interplay between the R&W insurance policy and the indemnification provisions of the definitive stock purchase agreement.

(h) Post-Signing and Closing Matters. Post-signing covenant compliance, satisfaction of closing conditions (including any required third-party consents or regulatory approvals), pre-closing reorganization steps (if any), and the mechanics of the closing itself, including preparation and review of closing deliverables, funds flow memoranda, and post-closing adjustment procedures.

(i) Related Matters. Such other legal services as may be reasonably related to the Transaction and as may be mutually agreed upon by C&H and Penterra from time to time during the course of this engagement.

Please note that this engagement does not cover securities law compliance, SEC reporting matters, or any public disclosure obligations of Penterra unless specifically agreed in writing between C&H and Penterra. It is our understanding that those matters are handled by Penterra's existing securities counsel, and we will coordinate with such counsel as necessary and as directed by you.

Additionally, C&H's representation in this engagement is limited to Penterra Pharmaceuticals Corp. in its corporate capacity and does not extend to any of Penterra's affiliates, subsidiaries, officers, directors, or stockholders in their individual capacities, unless separately agreed in writing. Should the need arise for separate representation of any such person or entity, we will discuss that matter with you at the appropriate time.

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 reached directly at (212) 558-4112 or by email at omackenzie@calderwoodharkness.com.

3.2 Billing Partner

Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice, will serve as the Billing Partner for this engagement. Harrison will oversee all billing, budgeting, and fee arrangements and will be available to address any questions or concerns that Penterra may have regarding invoices, fee estimates, or other financial aspects of the engagement. Harrison can be reached directly at (212) 558-4248 or by email at hwexford@calderwoodharkness.com.

3.3 Engagement Team Members and Current Hourly Rates

The following attorneys and professionals have been identified as the core engagement team for this Transaction. Their current standard hourly billing rates are set forth below:

Additional attorneys and paraprofessionals, including associates, counsel, and legal assistants from C&H's Mergers & Acquisitions, Tax, intellectual Property, Regulatory, Employment & Benefits, Environmental, and Litigation practice groups, may be assigned to the engagement as needed to staff the matter efficiently and to ensure that the full range of due diligence and transactional work is completed in a timely fashion. Penterra will be advised of any material changes to the composition of the core engagement team, and C&H will provide the names, positions, and billing rates of any additional timekeepers who perform substantive work on the matter.

The rates set forth above are the Firm's standard rates in effect as of January 1, 2024. These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. Penterra will be notified in advance of any rate changes, and any adjusted rates will apply to services rendered on or after the effective date of such adjustment.

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 rendered on a monthly basis and will include a narrative description of the services rendered by each timekeeper, the date on which such services were rendered, and the time expended on each task. C&H will endeavor to provide sufficient detail in each invoice to allow Penterra to evaluate the reasonableness of all charges.

4.2 Expenses and Disbursements

In addition to fees for professional services, Penterra will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses and disbursements may include, but are not limited to, the following:

(a) Travel expenses, including airfare, hotel and lodging charges, ground transportation, parking, and meals incurred in connection with in-person meetings, due diligence sessions, negotiations, and the closing of the Transaction;

(b) Document production, reproduction, and printing costs;

(d) Filing fees, including any HSR Act filing fees, to the extent paid by C&H on behalf of Penterra or otherwise advanced by the Firm;

(e) Courier, postage, overnight delivery, and messenger charges;

(f) Third-party vendor costs, including charges for due diligence database access, document review platforms, and similar tools;

(g) Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar services to the extent attributable to work performed on this matter; and

(h) Charges for any other reasonable and customary out-of-pocket costs incurred in the performance of legal services hereunder.

All expenses and disbursements will be reflected on the monthly invoices. Extraordinary disbursements — defined for purposes of this engagement as any single expense item exceeding Twenty-Five Thousand Dollars ($25,000) — will be discussed with and approved by Penterra in advance of being incurred, except in cases of genuine exigency where advance approval is impracticable, in which case C&H will notify Penterra as promptly as possible thereafter.

4.3 Payment Terms

Invoices are due and payable within thirty (30) days of the date of invoice. Past-due amounts may, at C&H's election, accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less, commencing on the thirty-first (31st) day following the date of the applicable invoice.

Payments should be directed to Calderwood & Harkness LLP's designated operating account. Wire transfer instructions will be provided with the first invoice rendered under this engagement. Penterra may also remit payment by check, made payable to "Calderwood & Harkness LLP" and mailed to the Firm's address set forth above, although wire transfer is the preferred method of payment.

In the event of a billing dispute, Penterra agrees to notify C&H in writing within thirty (30) days of receipt of the relevant invoice, specifying in reasonable detail the nature of the dispute. The parties will endeavor in good faith to resolve any such dispute promptly. Undisputed portions of any invoice shall remain due and payable in accordance with the terms set forth herein.

4.4 Budget Estimate

C&H will provide Penterra with a preliminary fee estimate and budget for the Transaction within two (2) weeks of the commencement of this engagement. The budget will reflect our current understanding of the anticipated scope of work, the complexity of the Transaction, and the expected timeline to signing and closing. We will discuss the budget with you and with Natalie Reiner and her corporate development team in order to ensure alignment on expectations.

Please note that any budget provided by C&H is an estimate only and does not constitute a cap, a fixed fee, or a guaranteed maximum. Actual fees will depend on numerous factors, many of which are outside C&H's control, including but not limited to the complexity of issues that arise during due diligence, the pace and tenor of negotiations with Veridian and its counsel, the scope and duration of antitrust review, the number and complexity of third-party consents required, and any changes in the structure or terms of the Transaction. C&H will endeavor to keep Penterra informed of material deviations from any agreed budget on a timely basis and will discuss with Penterra any circumstances that are likely to result in fees that materially exceed the estimated budget.

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 performance of C&H's services under this engagement (including disclosure to other professionals engaged by Penterra in connection with the Transaction, such as Garrison Zanthor & Co., LLC, Stonebridge HSW Antitrust Advisors LLP, and Prescott Whitfield Insurance Brokers, Inc., to the extent authorized by Penterra); or (iii) otherwise authorized by Penterra in writing.

C&H's confidentiality obligations as set forth in this Section 5 are in addition to, and not in limitation of, any obligations imposed on the Firm and its attorneys by the New York Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorney-client relationship.

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 relationships with respect to Veridian Biosciences, Inc., the principal equity holders of Veridian (including Crestline Ventures, LP, Boreal Health Partners Fund III, LP, and Apex Growth Equity Fund II, LP), and Zalcourt Archer & Cole LLP, which we understand to be Veridian's outside legal counsel in connection with the Transaction.

As you are aware, Calderwood & Harkness LLP is a large, full-service law firm that represents a significant number of entities and individuals across a broad range of industries and practice areas. Penterra acknowledges and agrees that C&H may currently represent, or may in the future undertake to represent, entities or individuals whose interests may be adverse to Penterra in matters that are wholly unrelated to the Transaction, and Penterra hereby consents to such representations, provided that they do not involve the Transaction or any matter that is substantially related thereto. This consent does not extend to any representation in which C&H would be directly adverse to Penterra in connection with the Transaction or any matters arising out of or substantially related to the Transaction.

If an actual or potential conflict of interest arises during the course of this engagement, C&H will promptly notify Penterra and will work cooperatively with Penterra to resolve the matter in accordance with applicable rules of professional responsibility. In the event that a conflict cannot be resolved to the mutual satisfaction of both parties, C&H may be required to withdraw from this engagement in whole or in part, subject to the terms of Section 9 below.

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 will use reasonable efforts to comply with any such request in a timely manner.

C&H reserves the right to destroy the files relating to this engagement after a retention period of ten (10) years from the date of the conclusion of the matter, unless C&H has received written instructions from Penterra to the contrary prior to such destruction. Penterra may request that C&H retain the file for a longer period or that the file be transferred to Penterra or its designee at the conclusion of the retention period; any such request should be made in writing and will be accommodated to the extent reasonably practicable. Penterra acknowledges that C&H may, at its discretion, convert any paper files to electronic format for storage purposes during the retention period.

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 apply regardless of whether C&H has been advised of the possibility of such damages and regardless of whether any remedy set forth herein fails of its essential purpose.

Notwithstanding the foregoing, this limitation of liability shall not apply to losses, damages, or liabilities caused by C&H's willful misconduct or gross negligence. Nothing in this Section 8 is intended to limit any rights or remedies available to Penterra under applicable rules of professional conduct or applicable law that cannot be waived or limited by agreement.

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 withdrawal from representation, including any requirements to obtain court approval or to take steps reasonably necessary to protect the client's interests.

Upon termination, Penterra will remain responsible for payment of all fees for services rendered and all expenses and disbursements incurred through the effective date of termination. C&H will render a final invoice within thirty (30) days of the effective date of termination, which shall be due and payable in accordance with the payment terms set forth in Section 4.3 above.

C&H's obligations of confidentiality set forth in Section 5, the document retention provisions set forth in Section 7, the limitation of liability provisions set forth in Section 8, and the governing law provisions set forth in Section 10 shall survive the termination of this engagement and shall continue in full force and effect thereafter.

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 jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

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 waiver of any provision of this Engagement Letter shall be effective unless it is in writing and signed by an authorized representative of each of C&H and Penterra.

We are very pleased to have this opportunity to work with you and the entire Penterra team on the proposed acquisition of Veridian Biosciences. As you know, Oliver Mackenzie and Harrison Wexford have deep experience in life sciences M&A transactions, and our cross-practice team is well positioned to support Penterra through every phase of the Transaction. We will begin assembling our due diligence workstreams and coordinating with Garrison Zanthor and Stonebridge HSW immediately upon receipt of the executed Engagement Letter.

If the foregoing terms are acceptable to Penterra, please indicate the Company's agreement by countersigning this letter in the space provided below and returning one fully executed copy to my attention. We are happy to discuss any questions or comments you may have regarding any of the terms set forth herein.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Oliver Mackenzie

Title: Partner, Mergers & Acquisitions

Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166

By: ________

Name: Harrison Wexford

Title: Partner, Mergers & Acquisitions

Calderwood & Harkness LLP

ACKNOWLEDGED AND AGREED:

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Thomas F. Holbrook, Esq.

Title: General Counsel & Secretary

Date: ________

cc: Dr. Anand Rajagopal, Chief Executive Officer, Penterra Pharmaceuticals Corp. Catherine M. Burgess, Chief Financial Officer, Penterra Pharmaceuticals Corp. Natalie Reiner, Senior Vice President, Corporate Development, Penterra Pharmaceuticals Corp.

Enclosures: None This letter is intended solely for the addressee and the individuals copied above and contains information that is privileged and confidential. If you have received this communication in error, please notify us immediately.

Timekeeper	Position	Practice Group	Hourly Rate
Oliver Mackenzie	Partner	Mergers & Acquisitions	$1,850
Harrison Wexford	Partner	Mergers & Acquisitions	$1,750
Megan Chu	Associate	Mergers & Acquisitions	$985
Derek Okonkwo	Associate	Mergers & Acquisitions	$795
Leonard Cross	Partner	Tax	$1,650

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
200 Park Avenue, 42nd Floor New York, NY 10166
Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
February 14, 2024
Thomas F. Holbrook, Esq. General Counsel & Secretary Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, NJ 08540
Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Veridian Biosciences, Inc. Matter Number: 1018-00008
Dear Tom:
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-stage biotechnology company headquartered in Cambridge, Massachusetts. We appreciate the confidence that you and the Penterra leadership team have placed in our Firm, and we look forward to serving as your counsel throughout this Transaction.
This letter (the "Engagement Letter") sets forth the terms and conditions upon which C&H will provide legal services to Penterra in connection with the Transaction. We ask that you review these terms carefully and, if they are acceptable, countersign and return a copy of this letter to my attention at your earliest convenience. This engagement shall be effective as of the date hereof, and the terms and conditions set forth below shall govern the relationship between C&H and Penterra with respect to the Transaction unless and until modified in writing by mutual agreement of the parties.
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 transition services agreement, closing certificates, officer's certificates, bring-down opinions, and all other related instruments and exhibits as may be necessary or advisable to consummate the Transaction.
(b) Legal Due Diligence. Coordination and supervision of comprehensive legal due diligence on Veridian, encompassing corporate organization and governance matters, intellectual property (including patents, trade secrets, trademarks, and licenses), regulatory and FDA compliance (including review of pending and approved INDs and NDAs), material contracts, employment and employee benefits matters (including ERISA compliance), environmental compliance, pending and threatened litigation and regulatory proceedings, insurance coverage, and tax matters. C&H will coordinate with Penterra's internal legal and business teams to ensure that all findings are appropriately cataloged, analyzed, and reported.
(c) Financial Advisor Coordination. Coordination with Penterra's financial advisor, Garrison Zanthor & Co., LLC, in connection with valuation analyses, the preparation and delivery of any fairness opinion, deal execution, and related financial advisory matters as they pertain to the legal aspects of the Transaction.
(d) Acquisition Financing. Review and negotiation of acquisition financing documentation, including the committed term loan facility and any related fee letters, commitment letters, credit agreements, security documents, guaranty agreements, and related instruments, as applicable.
(e) Antitrust and Regulatory Matters. Coordination with Stonebridge HSW Antitrust Advisors LLP regarding pre-merger notification filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other antitrust or regulatory matters arising in connection with the Transaction. For the avoidance of doubt, Stonebridge HSW Antitrust Advisors LLP will serve as specialist antitrust counsel, and C&H's role with respect to antitrust matters will be limited to coordination and oversight in the context of the overall Transaction timeline and execution.
(f) Corporate Authorizations. Preparation of board resolutions, unanimous written consents, and all other corporate authorization documents required to authorize Penterra's entry into the Transaction and the execution and delivery of all Transaction documents.
(g) Representation and Warranty Insurance. Advice regarding the procurement of representation and warranty insurance ("R&W Insurance") in connection with the Transaction, including coordination with Penterra's R&W insurance broker, Prescott Whitfield Insurance Brokers, Inc., review and negotiation of the R&W insurance policy and related binder documentation, and advice regarding the interplay between the R&W insurance policy and the indemnification provisions of the definitive stock purchase agreement.
(h) Post-Signing and Closing Matters. Post-signing covenant compliance, satisfaction of closing conditions (including any required third-party consents or regulatory approvals), pre-closing reorganization steps (if any), and the mechanics of the closing itself, including preparation and review of closing deliverables, funds flow memoranda, and post-closing adjustment procedures.
(i) Related Matters. Such other legal services as may be reasonably related to the Transaction and as may be mutually agreed upon by C&H and Penterra from time to time during the course of this engagement.
Please note that this engagement does not cover securities law compliance, SEC reporting matters, or any public disclosure obligations of Penterra unless specifically agreed in writing between C&H and Penterra. It is our understanding that those matters are handled by Penterra's existing securities counsel, and we will coordinate with such counsel as necessary and as directed by you.
Additionally, C&H's representation in this engagement is limited to Penterra Pharmaceuticals Corp. in its corporate capacity and does not extend to any of Penterra's affiliates, subsidiaries, officers, directors, or stockholders in their individual capacities, unless separately agreed in writing. Should the need arise for separate representation of any such person or entity, we will discuss that matter with you at the appropriate time.
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 reached directly at (212) 558-4112 or by email at omackenzie@calderwoodharkness.com.
3.2 Billing Partner
Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice, will serve as the Billing Partner for this engagement. Harrison will oversee all billing, budgeting, and fee arrangements and will be available to address any questions or concerns that Penterra may have regarding invoices, fee estimates, or other financial aspects of the engagement. Harrison can be reached directly at (212) 558-4248 or by email at hwexford@calderwoodharkness.com.
3.3 Engagement Team Members and Current Hourly Rates
The following attorneys and professionals have been identified as the core engagement team for this Transaction. Their current standard hourly billing rates are set forth below:
Additional attorneys and paraprofessionals, including associates, counsel, and legal assistants from C&H's Mergers & Acquisitions, Tax, intellectual Property, Regulatory, Employment & Benefits, Environmental, and Litigation practice groups, may be assigned to the engagement as needed to staff the matter efficiently and to ensure that the full range of due diligence and transactional work is completed in a timely fashion. Penterra will be advised of any material changes to the composition of the core engagement team, and C&H will provide the names, positions, and billing rates of any additional timekeepers who perform substantive work on the matter.
The rates set forth above are the Firm's standard rates in effect as of January 1, 2024. These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. Penterra will be notified in advance of any rate changes, and any adjusted rates will apply to services rendered on or after the effective date of such adjustment.
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 rendered on a monthly basis and will include a narrative description of the services rendered by each timekeeper, the date on which such services were rendered, and the time expended on each task. C&H will endeavor to provide sufficient detail in each invoice to allow Penterra to evaluate the reasonableness of all charges.
4.2 Expenses and Disbursements
In addition to fees for professional services, Penterra will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses and disbursements may include, but are not limited to, the following:
(a) Travel expenses, including airfare, hotel and lodging charges, ground transportation, parking, and meals incurred in connection with in-person meetings, due diligence sessions, negotiations, and the closing of the Transaction;
(b) Document production, reproduction, and printing costs;
(c) Virtual data room access fees and related hosting or technology charges;
(d) Filing fees, including any HSR Act filing fees, to the extent paid by C&H on behalf of Penterra or otherwise advanced by the Firm;
(e) Courier, postage, overnight delivery, and messenger charges;
(f) Third-party vendor costs, including charges for due diligence database access, document review platforms, and similar tools;
(g) Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar services to the extent attributable to work performed on this matter; and
(h) Charges for any other reasonable and customary out-of-pocket costs incurred in the performance of legal services hereunder.
All expenses and disbursements will be reflected on the monthly invoices. Extraordinary disbursements — defined for purposes of this engagement as any single expense item exceeding Twenty-Five Thousand Dollars ($25,000) — will be discussed with and approved by Penterra in advance of being incurred, except in cases of genuine exigency where advance approval is impracticable, in which case C&H will notify Penterra as promptly as possible thereafter.
4.3 Payment Terms
Invoices are due and payable within thirty (30) days of the date of invoice. Past-due amounts may, at C&H's election, accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less, commencing on the thirty-first (31st) day following the date of the applicable invoice.
Payments should be directed to Calderwood & Harkness LLP's designated operating account. Wire transfer instructions will be provided with the first invoice rendered under this engagement. Penterra may also remit payment by check, made payable to "Calderwood & Harkness LLP" and mailed to the Firm's address set forth above, although wire transfer is the preferred method of payment.
In the event of a billing dispute, Penterra agrees to notify C&H in writing within thirty (30) days of receipt of the relevant invoice, specifying in reasonable detail the nature of the dispute. The parties will endeavor in good faith to resolve any such dispute promptly. Undisputed portions of any invoice shall remain due and payable in accordance with the terms set forth herein.
4.4 Budget Estimate
C&H will provide Penterra with a preliminary fee estimate and budget for the Transaction within two (2) weeks of the commencement of this engagement. The budget will reflect our current understanding of the anticipated scope of work, the complexity of the Transaction, and the expected timeline to signing and closing. We will discuss the budget with you and with Natalie Reiner and her corporate development team in order to ensure alignment on expectations.
Please note that any budget provided by C&H is an estimate only and does not constitute a cap, a fixed fee, or a guaranteed maximum. Actual fees will depend on numerous factors, many of which are outside C&H's control, including but not limited to the complexity of issues that arise during due diligence, the pace and tenor of negotiations with Veridian and its counsel, the scope and duration of antitrust review, the number and complexity of third-party consents required, and any changes in the structure or terms of the Transaction. C&H will endeavor to keep Penterra informed of material deviations from any agreed budget on a timely basis and will discuss with Penterra any circumstances that are likely to result in fees that materially exceed the estimated budget.
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 performance of C&H's services under this engagement (including disclosure to other professionals engaged by Penterra in connection with the Transaction, such as Garrison Zanthor & Co., LLC, Stonebridge HSW Antitrust Advisors LLP, and Prescott Whitfield Insurance Brokers, Inc., to the extent authorized by Penterra); or (iii) otherwise authorized by Penterra in writing.
C&H's confidentiality obligations as set forth in this Section 5 are in addition to, and not in limitation of, any obligations imposed on the Firm and its attorneys by the New York Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorney-client relationship.
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 relationships with respect to Veridian Biosciences, Inc., the principal equity holders of Veridian (including Crestline Ventures, LP, Boreal Health Partners Fund III, LP, and Apex Growth Equity Fund II, LP), and Zalcourt Archer & Cole LLP, which we understand to be Veridian's outside legal counsel in connection with the Transaction.
As you are aware, Calderwood & Harkness LLP is a large, full-service law firm that represents a significant number of entities and individuals across a broad range of industries and practice areas. Penterra acknowledges and agrees that C&H may currently represent, or may in the future undertake to represent, entities or individuals whose interests may be adverse to Penterra in matters that are wholly unrelated to the Transaction, and Penterra hereby consents to such representations, provided that they do not involve the Transaction or any matter that is substantially related thereto. This consent does not extend to any representation in which C&H would be directly adverse to Penterra in connection with the Transaction or any matters arising out of or substantially related to the Transaction.
If an actual or potential conflict of interest arises during the course of this engagement, C&H will promptly notify Penterra and will work cooperatively with Penterra to resolve the matter in accordance with applicable rules of professional responsibility. In the event that a conflict cannot be resolved to the mutual satisfaction of both parties, C&H may be required to withdraw from this engagement in whole or in part, subject to the terms of Section 9 below.
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 will use reasonable efforts to comply with any such request in a timely manner.
C&H reserves the right to destroy the files relating to this engagement after a retention period of ten (10) years from the date of the conclusion of the matter, unless C&H has received written instructions from Penterra to the contrary prior to such destruction. Penterra may request that C&H retain the file for a longer period or that the file be transferred to Penterra or its designee at the conclusion of the retention period; any such request should be made in writing and will be accommodated to the extent reasonably practicable. Penterra acknowledges that C&H may, at its discretion, convert any paper files to electronic format for storage purposes during the retention period.
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 apply regardless of whether C&H has been advised of the possibility of such damages and regardless of whether any remedy set forth herein fails of its essential purpose.
Notwithstanding the foregoing, this limitation of liability shall not apply to losses, damages, or liabilities caused by C&H's willful misconduct or gross negligence. Nothing in this Section 8 is intended to limit any rights or remedies available to Penterra under applicable rules of professional conduct or applicable law that cannot be waived or limited by agreement.
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 withdrawal from representation, including any requirements to obtain court approval or to take steps reasonably necessary to protect the client's interests.
Upon termination, Penterra will remain responsible for payment of all fees for services rendered and all expenses and disbursements incurred through the effective date of termination. C&H will render a final invoice within thirty (30) days of the effective date of termination, which shall be due and payable in accordance with the payment terms set forth in Section 4.3 above.
C&H's obligations of confidentiality set forth in Section 5, the document retention provisions set forth in Section 7, the limitation of liability provisions set forth in Section 8, and the governing law provisions set forth in Section 10 shall survive the termination of this engagement and shall continue in full force and effect thereafter.
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 jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection based on venue or forum non conveniens.
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 waiver of any provision of this Engagement Letter shall be effective unless it is in writing and signed by an authorized representative of each of C&H and Penterra.
We are very pleased to have this opportunity to work with you and the entire Penterra team on the proposed acquisition of Veridian Biosciences. As you know, Oliver Mackenzie and Harrison Wexford have deep experience in life sciences M&A transactions, and our cross-practice team is well positioned to support Penterra through every phase of the Transaction. We will begin assembling our due diligence workstreams and coordinating with Garrison Zanthor and Stonebridge HSW immediately upon receipt of the executed Engagement Letter.
If the foregoing terms are acceptable to Penterra, please indicate the Company's agreement by countersigning this letter in the space provided below and returning one fully executed copy to my attention. We are happy to discuss any questions or comments you may have regarding any of the terms set forth herein.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Oliver Mackenzie
Title: Partner, Mergers & Acquisitions
Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166
By: ________
Name: Harrison Wexford
Title: Partner, Mergers & Acquisitions
Calderwood & Harkness LLP
ACKNOWLEDGED AND AGREED:
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Thomas F. Holbrook, Esq.
Title: General Counsel & Secretary
Date: ________
cc: Dr. Anand Rajagopal, Chief Executive Officer, Penterra Pharmaceuticals Corp. Catherine M. Burgess, Chief Financial Officer, Penterra Pharmaceuticals Corp. Natalie Reiner, Senior Vice President, Corporate Development, Penterra Pharmaceuticals Corp.
Enclosures: None This letter is intended solely for the addressee and the individuals copied above and contains information that is privileged and confidential. If you have received this communication in error, please notify us immediately.
Timekeeper | Position | Practice Group | Hourly Rate
Oliver Mackenzie | Partner | Mergers & Acquisitions | $1,850
Harrison Wexford | Partner | Mergers & Acquisitions | $1,750
Megan Chu | Associate | Mergers & Acquisitions | $985
Derek Okonkwo | Associate | Mergers & Acquisitions | $795
Leonard Cross | Partner | Tax | $1,650

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

PENTERRA PHARMACEUTICALS CORP.

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