Contract analysis

I. Approval of the Transaction RESOLVED, that the acquisition by the Company of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash, on the terms and conditions set forth in the Stock Purchase Agreement substantially in the form presented to and reviewed by the Board, is hereby approved and dec

II. Authorization of Transaction Documents RESOLVED, that the execution, delivery, and performance by the Company of the Stock Purchase Agreement, dated as of June 10, 2024, among Penterra Pharmaceuticals Corp., as buyer, Veridian Biosciences, Inc., the Sellers named therein, and David Ng, as Stockholder Representative, substantially in the form presented to and reviewed by the Board (a copy of which has been made av

III. Authorization of Financing RESOLVED, that the Company is hereby authorized to enter into the $500,000,000 Term Loan Facility contemplated by the Commitment Letter (Reference No. CL-2024-PPCA-0607) dated June 7, 2024, executed by Summit Ridge Capital Partners, LP, as lead arranger and bookrunner, and Ironclad Trust Company, N.A., as administrative agent, and to execute and deliver the definitive credit agreement,

IV. Authorization of Officers RESOLVED, that Dr. Anand Rajagopal, President and Chief Executive Officer, and Thomas F. Holbrook, Senior Vice President, General Counsel and Secretary, and each of them (each, an "Authorized Officer"), acting singly or together, are hereby authorized, empowered, and directed to execute and deliver, in the name and on behalf of the Company, and to cause the Company to perform its obligat

V. Authorization of Regulatory Filings RESOLVED, that the Authorized Officers, and each of them, are hereby authorized, empowered, and directed to make, execute, file, and deliver all applications, filings, registrations, notices, certificates, reports, and other documents with any federal, state, local, or foreign governmental authority, regulatory body, self-regulatory organization, or stock exchange as may be nece

VI. Authorization of Escrow and Payment Mechanics RESOLVED, that the Authorized Officers are hereby authorized and directed to cause the Company to deposit, at or prior to the Closing, and in accordance with the terms and conditions of the SPA and the Escrow Agreement: (a) One Hundred Eighty Million Dollars ($180,000,000) in immediately available funds in the indemnification escrow account established with Fidelis Na

VII. Authorization of R&W Insurance RESOLVED, that the procurement by the Company, through Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, Managing Director), of the buyer-side representation and warranty insurance policy (Policy No. AIC-RWI-2024-07892) from Atlas Indemnity Insurance Co., with a policy limit of $180,000,000, a self-insured retention of $9,000,000, a premium of $3,960,000, and an und

VIII. Engagement and Compensation of Advisors RESOLVED, that the engagement by the Company of the following advisors in connection with the Transaction, and the payment of all fees, expenses, disbursements, and other amounts payable to such advisors pursuant to their respective engagement letters, are hereby ratified, confirmed, and approved in all respects: (a) Calderwood & Harkness LLP, as outside legal counsel to

IX. General Authority RESOLVED, that the Authorized Officers, and each of them, acting singly or together, are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further instruments, documents, certificates, and agreements, in the name and on behalf of the Company, as they may deem necessary, appropriate, or desirable to carry out the intent and purposes o

X. Omnibus Provisions RESOLVED, that these resolutions may be executed in one or more counterparts (including by means of facsimile or electronic signature in portable document format (PDF)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile, email, or other electronic tr

1. I am the duly appointed, qualified, and acting Senior Vice President, General Counsel and Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company").

2. The foregoing Unanimous Written Consent of the Board of Directors of the Company (the "Written Consent") was duly adopted by the unanimous written consent of all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of June 10, 2024.

3. The Written Consent was executed by all nine (9) members of the Board of Directors of the Company, constituting the entire Board of Directors, and each such director was duly elected or appointed and qualified to serve as a director of the Company as of the date of the Written Consent.

4. The resolutions set forth in the Written Consent have not been amended, modified, supplemented, or rescinded in any respect and remain in full force and effect as of the date hereof.

5. The Written Consent has been filed with the minutes of the proceedings of the Board of Directors and is maintained in the corporate records of the Company at its principal executive offices in Princeton, New Jersey. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of June 10, 2024. ________________________________________ Thomas F. Holbrook Senior Vice President, Gen