Contract analysis

I. INTRODUCTION AND TRANSACTION OVERVIEW A. Purpose of This Memorandum The purpose of this memorandum is to set forth the proposed staffing plan, allocation of responsibilities, anticipated budget, and coordination framework for the representation of Penterra Pharmaceuticals Corp. ("Penterra" or the "Client") (Nasdaq: PPCA) in its proposed acquisition of one hundred percent (100%) of the outstanding capital stock of

1. Clinical-Stage Target with No Product Revenue. Veridian is a pre-commercial, clinical-stage company. The absence of revenue and the dependence of the Target's value on the success of VRD-4187 and the VeriTCE platform present unique valuation and risk allocation challenges. The definition of "material adverse effect" in the SPA will be heavily negotiated, and the parties will need to address the allocation of clini

2. Immuno-Oncology Pipeline Risk. The lead candidate VRD-4187 is currently in Phase II clinical trials. The outcome of the Marlowe Asset Management-2 trial is uncertain, and adverse clinical results during the interim period could have a material impact on the value of the Target. We will need to carefully structure the closing conditions, MAE definition, and interim operating covenants to appropriately allocate this

3. Complex Venture Capital Ownership Structure. Veridian's capitalization is characterized by significant venture capital and institutional ownership, as follows: • Crestline Ventures — 28.3% • Boreal Health Partners Fund III — 19.7% • Apex Growth Equity Fund II — 14.1% • Founders and management — approximately 14.6% • Employee Stock Ownership Plan (ESOP) — 9.8% • Other institutional investors — approximately 13.5% T

4. Tax Complexity. Veridian has accumulated approximately $312 million in estimated federal net operating loss ("NOL") carryforwards. However, the Series C financing round in 2020 is believed to have triggered an "ownership change" under Section 382 of the Internal Revenue Code, resulting in a limitation on approximately $148 million of pre-change NOLs at an estimated annual limitation of approximately $5.9 million p

5. Regulatory Considerations. The transaction will require a pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Additionally, given the clinical-stage nature of the Target's business, FDA regulatory compliance and the status of Veridian's investigational new drug applications will be key diligence workstreams.

II. DEAL TEAM COMPOSITION AND ROLE ASSIGNMENTS A. Core Calderwood & Harkness Team This Section sets forth the composition of the C&H deal team, the hourly billing rates for each timekeeper, the specific responsibilities assigned to each team member, and the estimated hours anticipated through closing. The following individuals constitute the core C&H team for this matter.

1. Oliver Mackenzie — Responsible Partner, Mergers & Acquisitions. Hourly Rate: $1,850 Role and Responsibilities: Oliver Mackenzie will serve as the Responsible Partner for this engagement and will exercise overall supervision and strategic direction over all workstreams. In this capacity, Mr. Mackenzie's specific responsibilities include: • Serving as the primary relationship partner for the Client, with direct repo

2. Harrison Wexford — Billing Partner, Mergers & Acquisitions. Hourly Rate: $1,750 Role and Responsibilities: Harrison Wexford will serve as the Billing Partner for this engagement, with overall responsibility for billing administration, matter budgeting, and client invoicing. In addition to his administrative responsibilities, Mr. Wexford will play a substantive role on the transaction, including: • Managing all bil

3. Megan Chu — Lead Associate, Mergers & Acquisitions. Hourly Rate: $985 Role and Responsibilities: Megan Chu will serve as the Lead Associate on this transaction and will assume day-to-day management of the engagement. Ms. Chu is expected to carry the heaviest workload among the deal team members and will serve as the primary point of contact for associate-level matters across all workstreams. Her specific responsib

4. Derek Okonkwo — Working Associate, Mergers & Acquisitions. Hourly Rate: $795 Role and Responsibilities: Derek Okonkwo will serve as the Working Associate on this transaction, providing substantial support across multiple due diligence workstreams and on transactional documentation. Mr. Okonkwo's specific responsibilities include: • Conducting due diligence review across multiple workstreams, including corporate or

5. Leonard Cross — Specialist Partner, Tax. Hourly Rate: $1,650 Role and Responsibilities: Leonard Cross will serve as the specialist tax partner on this transaction, providing comprehensive tax due diligence and structuring advice. Mr. Cross's specific responsibilities include: • Conducting tax due diligence, including a thorough review of Veridian's federal and state income tax returns for all open tax years, analy

1. Stonebridge HSW Antitrust Advisors LLP. Office: 1440 New York Avenue NW, Suite 700, Washington, DC 20005 Lead Partner: Martin Prumvane Role: Stonebridge HSW Antitrust Advisors LLP ("Stonebridge HSW") serves as antitrust counsel to Penterra on this transaction. Stonebridge HSW is responsible for all aspects of the antitrust workstream, including the preparation and filing of the HSR Act pre-merger notification, pre

1. Garrison Zanthor & Co., LLC — Kevin Driscoll, Managing Director, 383 Madison Avenue, New York, New York 10179. Garrison Zanthor serves as Penterra's financial advisor for the transaction and is responsible for valuation analysis, the preparation and delivery of a fairness opinion to the Penterra Board of Directors, and negotiation support. C&H will coordinate closely with Garrison Zanthor on transaction structure,

2. Broadleaf Scientific Consulting LLC — Dr. Raymond Kapoor, Managing Director, 225 Franklin Street, Suite 1900, Boston, Massachusetts 02110. Broadleaf has been engaged by Penterra as a clinical and scientific due diligence advisor, with the engagement commencing on March 18, 2024. Broadleaf will conduct an independent assessment of Veridian's clinical pipeline, including the VRD-4187 Phase II trial data and the Veri

3. Prescott Whitfield Insurance Brokers, Inc. — Amanda Chen-Kowalski, Managing Director. Prescott Whitfield has been engaged as the representations and warranties insurance broker for this transaction. Megan Chu will coordinate with Prescott Whitfield on the procurement of a buyer-side R&W insurance policy, the management of the underwriting process with the selected carrier, and the alignment of the policy terms and

4. Northbridge Accounting Group LLP — Patrick Calloway, Engagement Partner. Northbridge serves as Veridian's independent auditor and has audited Veridian's financial statements for fiscal years 2021 through 2023. Leonard Cross will review the audited financial statements and will coordinate any accounting-related diligence questions through Zalcourt Archer & Cole, as appropriate.

5. Tarrant & Co. — Diana Rourke, Engagement Partner. Clearwater serves as Penterra's independent registered public accounting firm. C&H will coordinate with Clearwater as necessary regarding any financial disclosures that Penterra may be required to make in connection with the transaction, including any required current report filings on Form 8-K.

III. WORKSTREAM BREAKDOWN AND RESPONSIBILITY MATRIX This Section sets forth the detailed workstream breakdown for each phase of the transaction, identifying the lead and supporting team members for each task and the key deliverables associated with each workstream. The deal team should use this Section as a working reference throughout the engagement. A. Phase 1: Due Diligence (March–May 2024) The due diligence phase

IV. BUDGET ESTIMATE A. Calderwood & Harkness Fee Estimate The following table sets forth the estimated professional fees for each C&H timekeeper through a successful closing of the transaction. These estimates are based on our experience with comparable transactions and reflect our current assessment of the complexity and anticipated timeline of this engagement. Important Note: This estimate reflects anticipated fees

1. Cooperative Bilateral Negotiation. The budget assumes a cooperative, bilateral negotiation process between Penterra and Veridian (and their respective advisors) without contested auction dynamics. If the process becomes competitive or if the sellers engage in parallel negotiations with other potential acquirors, additional legal work may be required.

2. HSR Clearance Without Second Request. The budget assumes that HSR clearance will be obtained within the initial thirty-day waiting period, potentially through early termination, and that the reviewing agency will not issue a second request for additional information. A second request would significantly increase both the C&H and Stonebridge HSW budgets.

3. No Material Litigation or Government Investigation. The budget assumes that no material litigation, regulatory enforcement action, or government investigation arises with respect to either party during the pre-closing period that would require significant additional legal work.

4. Stockholder Consent Obtained Without Difficulty. The budget assumes that Veridian's stockholders will deliver written consent to the transaction without material delay or opposition. Given the concentrated ownership structure (Crestline Ventures at 28.3%, Boreal Health Partners Fund III at 19.7%, and Apex Growth Equity Fund II at 14.1% represent more than 60% of the outstanding equity), we expect that the requisit

5. Post-Closing Matters Excluded. The budget does not account for post-closing integration, indemnification disputes, earnout calculations (if any), or any litigation that may arise following the closing of the transaction. A separate staffing plan and budget will be prepared for any such matters as needed.

6. Clinical Trial Risk. Clinical trial developments during the interim period between signing and closing could introduce unanticipated complexity and additional legal work. For example, adverse clinical results from the Marlowe Asset Management-2 trial, an FDA clinical hold, or other regulatory action could require detailed analysis of whether such developments constitute a material adverse effect, the impact on clo

7. Budget Review at Key Milestones. The budget will be formally reviewed and updated at the following key milestones: (i) completion of the due diligence phase (target: late May 2024); (ii) execution of the SPA; and (iii) the occurrence of any material interim period development that has a significant impact on the scope of work required.

V. COMMUNICATION AND REPORTING PROTOCOL Effective communication among the C&H deal team, the Client, and the various external advisors is essential to the efficient execution of this transaction. The following protocols will govern communications throughout the engagement. Weekly Status Calls with Penterra Deal Team. Oliver Mackenzie and Megan Chu will lead weekly status calls with the Penterra deal team, including T

VI. ANTICIPATED TIMELINE AND KEY MILESTONES The following table sets forth the anticipated timeline for the transaction, including key milestones, target dates, and lead team members. This timeline is subject to change as the transaction progresses and will be updated at key milestones. The timeline above reflects our current best estimate based on the information available to date. Actual timing may be affected by t

VII. POTENTIAL CONTINGENCIES AND ADDITIONAL STAFFING NEEDS While the staffing plan and budget set forth in this memorandum are designed to cover the anticipated scope of work for this transaction, a number of potential contingencies could require additional staffing and incremental budget. The deal team should be aware of these contingencies and should alert Oliver Mackenzie promptly if any of them appear likely to m

VIII. ADMINISTRATIVE MATTERS The following administrative details govern the management of this engagement: Matter Number: 1018-00008 Responsible Partner: Oliver Mackenzie Billing Partner: Harrison Wexford Client Billing Contact: Catherine M. Burgess, Chief Financial Officer, and Thomas F. Holbrook, General Counsel, Penterra Pharmaceuticals Corp. Billing Terms: Net thirty (30) days; monthly invoicing in accordance wi

IX. APPROVAL AND DISTRIBUTION This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is not intended for distribution to the Client or any third party. Distribution is limited to the deal team members named in the header of this memorandum: Harrison Wexford, Megan Chu, Derek Okonkwo, and Leonard Cross. Oliver Mackenzie will share the budget range with Thomas F. Holbrook upon request, consis