Contract analysis

1. Client Information Full Legal Name: Penterra Pharmaceuticals Corp. Short Name / Abbreviations: Penterra; PPC Entity Type: Corporation, incorporated in the State of Delaware Publicly Traded: Yes; listed on the Nasdaq Global Select Market under the ticker symbol PPCA Employer Identification Number (EIN): 22-3847561 Principal Executive Office: 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540 Delaware Re

2. Matter Description 2.1 Nature of Matter This matter involves the proposed acquisition by Penterra Pharmaceuticals Corp. ("Penterra" or the "Buyer") of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target"), a privately held clinical-stage biotechnology company. The transaction is anticipated to be structured as an all-cash stock purchase, pursuant to

3. Scope of Engagement Calderwood & Harkness LLP has been retained to represent Penterra Pharmaceuticals Corp. as buyer in all aspects of the proposed acquisition of Veridian Biosciences, Inc. The scope of the engagement includes, but is not limited to, the following:

1. Due Diligence. Conducting and coordinating comprehensive legal due diligence on Veridian Biosciences, Inc. and its subsidiaries (if any), covering, without limitation, the following areas: corporate organization and governance; capitalization and equity structure; intellectual property (patents, trade secrets, proprietary technology, and licensing arrangements); regulatory and FDA matters (including the status of

2. Transaction Documentation. Negotiation, drafting, and finalization of all definitive transaction agreements and ancillary documents, including, without limitation: the Stock Purchase Agreement (including representations, warranties, covenants, indemnification provisions, closing conditions, and termination rights); the Escrow Agreement; any Stockholder Consent or Written Consent of the Sellers; employment, consult

3. Financial Advisor Coordination. Coordinating with Penterra's financial advisor, Garrison Zanthor & Co., LLC, and with any other advisors retained by Penterra in connection with the transaction, to ensure alignment on valuation, deal structure, and transaction terms.

4. Regulatory Filings and Approvals. Preparing and/or coordinating the preparation of all required regulatory filings, including the pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in coordination with the firm's designated antitrust counsel. Advising on any other regulatory approvals or notifications that may be required under applicable fede

5. Financing Documentation Review. Reviewing and advising on the terms of any committed acquisition financing, including any credit agreement, commitment letter, fee letter, or other financing documentation, to ensure consistency with the terms of the definitive acquisition agreement and the interests of Penterra.

6. Representation and Warranty Insurance. Supporting the procurement of a buyer-side representation and warranty ("R&W") insurance policy, including coordinating with the designated R&W insurance broker and underwriters, reviewing and commenting on the R&W insurance policy, and negotiating any exclusions or limitations.

7. Board Advisory and Corporate Governance. Advising the Board of Directors of Penterra on all corporate governance matters related to the proposed acquisition, including fiduciary duty considerations, disclosure obligations, and compliance with applicable Nasdaq listing requirements and federal securities laws.

8. Closing Mechanics and Post-Closing Integration Support. Managing all pre-closing and closing mechanics, including the preparation of closing checklists, coordination of closing deliverables, and facilitation of the closing of the transaction. Providing post-closing legal support as needed, including integration-related matters, post-closing adjustment disputes, and compliance with any post-closing covenants or obl

9. Related Litigation or Dispute Resolution. Providing legal representation in connection with any litigation, arbitration, or other dispute resolution proceedings that may arise from or relate to the proposed transaction. The scope of the engagement may be expanded or modified as the transaction progresses, subject to the mutual agreement of Penterra and Calderwood & Harkness LLP. Any material changes to the scope o

4. Staffing / Engagement Team The following attorneys have been assigned to the matter as of the date of this memorandum: Additional Staffing. Additional staffing will be determined as the matter progresses and as the scope of due diligence and transaction negotiations becomes more fully defined. It is anticipated that associates and/or counsel from the following practice groups may be engaged to support specific wor

5. Rate Structure / Billing Arrangements 5.1 Billing Method This matter will be billed on an hourly basis in accordance with the firm's standard billing practices and the terms set forth in the engagement letter. The applicable hourly rates for the engagement team are as follows: The hourly rates of any additional timekeepers assigned to the matter will be consistent with the firm's standard rates for the applicable

6. Adverse / Target Parties and Their Counsel 6.1 Target and Sellers The target company in the proposed transaction is Veridian Biosciences, Inc., the details of which are set forth in Section 2.4 above. The sellers in the proposed transaction consist of the existing stockholders of Veridian, including both institutional investors and individual founders and management team members. Based on information currently ava

7. Conflicts Check A comprehensive conflicts check has been conducted in connection with this new matter in accordance with the firm's conflicts clearance policies and procedures. Conflicts Clearance Memorandum: A separate conflicts clearance memorandum was prepared and circulated to the relevant members of the New Matters Committee and the Office of the General Counsel on February 13, 2024. That memorandum sets fort

8. Other Advisors / Key Third Parties The following advisors and key third parties have been engaged, or are anticipated to be engaged, in connection with the proposed transaction: 8.1 Buyer's Financial Advisor Garrison Zanthor & Co., LLC 383 Madison Avenue New York, New York 10179 Lead Banker: Kevin Driscoll, Managing Director Garrison Zanthor & Co., LLC has been engaged by Penterra concurrently with the engagement

9. Anticipated Timeline and Key Milestones The following is a preliminary timeline for the proposed transaction, based on current expectations and subject to change as negotiations progress: This timeline is preliminary and aspirational. The actual sequence and timing of events will depend on a number of factors, including the pace and results of due diligence, the status and progress of negotiations with the Sellers

10. Special Considerations / Key Issues Flagged The following special considerations and key issues have been identified in connection with the proposed transaction and are flagged for the attention of the New Matters Committee: 10.1 Clinical-Stage Target with No Product Revenue Veridian Biosciences, Inc. is a clinical-stage biotechnology company with no product revenue. The entire valuation of the Target is predicat

11. Document Retention and Filing All documents, correspondence, memoranda, notes, emails, and other materials generated or received in connection with this matter shall be filed under Matter No. 1018-00008 in accordance with the firm's document retention and records management policies. All electronic files related to this matter shall be maintained on the firm's secure document management system ("DMS") and shall b

12. Authorization and Approvals By signing below, the undersigned Responsible Partner confirms that the information set forth in this memorandum is accurate and complete to the best of his knowledge and requests authorization from the New Matters Committee to open the above-referenced matter and commence the engagement described herein. RESPONSIBLE PARTNER ________________________________________ Oliver Mackenzie Par