Contract analysis

I. EXECUTIVE SUMMARY Matter No. 1018-00008 was opened on February 14, 2024, for the representation of Penterra Pharmaceuticals Corp. ("Penterra" or "PPC"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: PPCA), with its principal executive offices located at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540, in connection with its proposed $900,000,000 all-cash acquisi

II. TRANSACTION OVERVIEW A. Parties and Advisors

1. Buyer / Client. Penterra Pharmaceuticals Corp. ("Penterra" or "PPC") is a Delaware corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol "PPCA." Penterra's principal executive offices are located at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540. Penterra is a mid-cap specialty pharmaceutical company with an approximate market capitalization of $14.2 billion as of

2. Target. Veridian Biosciences, Inc. ("Veridian") is a privately held Delaware corporation and clinical-stage biotechnology company with its principal offices at 550 Gateway Drive, Cambridge, Massachusetts 02142. Veridian was founded in 2016 by Dr. Julian Marek and Dr. Priya Chandrasekaran, who developed the company's proprietary VeriTCE T-cell engager platform during their prior academic research at the Massachuset

3. Major Veridian Stockholders. The following entities and individuals held the most significant equity positions in Veridian as of the date of signing: David Ng, Managing Partner of Crestline Ventures, LP, was designated as the Stockholder Representative under the SPA, with authority to act on behalf of the selling stockholders in connection with post-closing indemnification claims, disputes, and other matters. In t

4. Sellers' Counsel. Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, Massachusetts 02110. The engagement was led by Rebecca Whitmore, Partner, with significant involvement from Jonathan Pratt, Associate, and Elaine Sato, Tax Partner. Ms. Whitmore served as lead negotiating counsel for Veridian and the selling stockholders throughout the transaction process, and is the attorney who signed the Octob

5. Buyer's Financial Advisor. Garrison Zanthor & Co., LLC, 383 Madison Avenue, New York, New York 10179. The engagement was led by Kevin Driscoll, Managing Director. Garrison Zanthor provided financial advisory services to Penterra, including valuation analysis, deal structuring advice, and a fairness opinion delivered to the Penterra Board on June 9, 2024, opining that the $900,000,000 purchase price was fair, from

6. Target's Financial Advisor. Ridgeway Partners LLC, 101 Huntington Avenue, Suite 2500, Boston, Massachusetts 02199. The engagement was led by Laura Beckett, Managing Director. Ridgeway Partners represented Veridian in the sale process, including the initial outreach to potential acquirers, the management of the data room, and the negotiation of deal economics.

7. Escrow Agent. Fidelis National Escrow Corp., 601 Riverside Avenue, Jacksonville, Florida 32204. The designated officer was Brian Mulcahy, Senior Vice President. Fidelis was selected as escrow agent to hold the $180,000,000 indemnification escrow and the $2,500,000 Stockholder Representative expense fund that would have been deposited at closing. No deposits were made, and a notice of non-closing was delivered to F

8. Financing Sources. Summit Ridge Capital Partners, LP (Philip Ostrander, Managing Director) served as lead arranger of the $500,000,000 committed term loan facility. Ironclad Trust Company, N.A. (Samantha Hwang, Vice President), located at 60 Wall Street, New York, New York 10005, served as administrative agent under the financing commitment. A formal notice of SPA termination and request for termination of the fin

9. R&W Insurance. Atlas Indemnity Insurance Co. (Graham Fielding, Senior Vice President) issued a representations and warranties insurance policy, Policy No. AIC-RWI-2024-07892, which was brokered by Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski). The policy was bound on June 12, 2024, two days after SPA execution. Details of the policy terms and current status are set forth in Section II.D below.

10. Clinical / Scientific Due Diligence Advisor. Broadleaf Scientific Consulting LLC (Dr. Raymond Kapoor), 225 Franklin Street, Suite 1900, Boston, Massachusetts 02110. Broadleaf was engaged on March 18, 2024, to conduct clinical and scientific due diligence on Veridian's product pipeline, with a particular emphasis on VRD-4187, the VeriTCE platform technology, the competitive landscape for DLL3-directed therapies, a

11. Antitrust Counsel. Stonebridge HSW Antitrust Advisors LLP (Martin Prumvane, Partner), 1440 New York Avenue NW, Suite 700, Washington, DC 20005. Stonebridge HSW was engaged to prepare and file the Hart-Scott-Rodino pre-merger notification and to advise on any antitrust issues arising during the regulatory review period. Following early termination of the HSR waiting period on May 20, 2024, Stonebridge HSW's active

12. Auditors. Veridian's Auditor: Northbridge Accounting Group LLP (Patrick Calloway, Engagement Partner). Northbridge audited Veridian's financial statements for fiscal years 2021 through 2023, which were provided during the financial due diligence process. Penterra's Auditor: Tarrant & Co. (Diana Rourke, Engagement Partner). Clearwater's involvement in the transaction was limited to providing comfort letters in con

III. TRANSACTION TIMELINE AND KEY EVENTS A. Pre-Signing Phase (February – June 2024) The following is a chronological summary of the material events during the pre-signing phase of the transaction: February 12, 2024. The Penterra Board of Directors, at a special meeting convened for this purpose, authorized management and its advisors to explore a potential acquisition of Veridian Biosciences, Inc. The Board resoluti

IV. BASIS FOR TERMINATION Penterra terminated the SPA pursuant to Section 8.1(d), which provides that the SPA may be terminated by either party if the closing conditions of the other party are incapable of being satisfied prior to the Outside Date (December 10, 2024), provided that the terminating party is not then in material breach of its own obligations under the SPA. The specific closing conditions that Penterra

V. POST-TERMINATION ACTIONS COMPLETED A. Notices to Third Parties Following the delivery of the Termination Notice on September 30, 2024, Calderwood & Harkness, at the direction of Penterra, delivered the following notices to third parties: October 1, 2024 — Notice to Financing Sources. Calderwood & Harkness delivered a letter on behalf of Penterra to Ironclad Trust Company, N.A. (Samantha Hwang, Vice President), pro