Contract analysis

Section 382 Limitation: Ownership change in Q3 2020 (Series C round); pre-change NOLs of ~$148M subject to annual limitation of ~$5.9M/year Post-2020 NOLs (~$164 million) are not subject to the Section 382 annual limitation State Tax Nexus: Veridian has operations and employees in Massachusetts, California, and Maryland Transfer Taxes: Responsibility of Sellers per SPA § 6.8 Pre-Closing Tax Period: Sellers indemnify

Section 382 NOL Limitation: ~$148M of pre-change NOLs limited to ~$5.9M/year, reducing anticipated tax shield value No Revenue / Cash Burn: Veridian has zero revenue; continued cash burn post-closing until commercialization MAE Threshold: Under Delaware law, the bar for establishing an MAE is high; a post-signing adverse VRD-4187 development must constitute an MAE to permit termination Specific Performance Exposure:

§ 1.1 — Definitions (including Material Adverse Effect)

§ 2.1 — Purchase Price ($900,000,000)

§ 2.3 — Escrow Deposits (Indemnification Escrow and Stockholder Rep. Expense Fund)

§ 5.1 — Operating Covenants and Notification Obligations (including § 5.1(b) prompt notification)

§ 6.8 — Transfer Taxes (Sellers' responsibility)

§ 7.2 — Buyer's Conditions to Closing (bring-down, no-MAE, covenant compliance, deliverables)

§ 8.1 — Termination Rights (mutual consent, Outside Date, legal prohibition, failure of conditions)

§ 9.2 — Indemnification by Sellers

§ 10.6 — Governing Law (Delaware); Exclusive Jurisdiction (Court of Chancery)

§ 10.12 — Specific Performance