Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the stockholder written consent process for the approval of the Stock Purchase Agreement, dated as of June 10, 2024 (the "SPA"), by and among Penterra Pharmaceuticals Corp. ("Penterra" or "Buyer"), the stockholders of Veridian Biosciences, Inc. ("Veridian" or the "Company"), a Delaware corporation, and David Ng, solely in his capacity as Stockholder Re

II. Background A. The Transaction On June 10, 2024, Penterra Pharmaceuticals Corp. ("Penterra"), a Delaware corporation whose shares of common stock are listed and traded on The Nasdaq Global Select Market under the ticker symbol "PPCA," entered into a definitive Stock Purchase Agreement to acquire one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. (the "Company" or "Veridian")

III. Legal Framework — DGCL § 228 Written Consent in Lieu of Meeting A. Statutory Requirements of DGCL § 228 The stockholder written consent process is governed by Section 228 of the Delaware General Corporation Law. Section 228(a) provides, in relevant part: "Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of

Section 228(c) also provides that the effective date of the stockholder action taken by written consent is the date on which the last required consent is delivered to the corporation. In no event shall a consent given by a stockholder be deemed effective if it is delivered more than 60 days after the earliest dated consent delivered to the corporation. B. Minimum Approval Threshold Determining the minimum approval th

IV. Analysis of the Stockholder Written Consent Process A. Form of Written Consent and Joinder Agreement Calderwood & Harkness LLP prepared the Form of Stockholder Written Consent and Joinder Agreement (the "Written Consent") in connection with the SPA, with an effective date of June 10, 2024. The Written Consent was negotiated with Zalcourt Archer & Cole LLP, counsel to Veridian, and was finalized and attached to th

Section 213(b) of the DGCL provides that the board of directors of a corporation may fix a record date for the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the bo

V. SPA Condition Satisfaction — Section 7.1

Section 7.1 of the SPA sets forth the conditions to the obligations of all parties to consummate the closing of the Transaction. Among these mutual conditions is the requirement that the requisite stockholder approval of the Transaction be obtained. Specifically, Section 7.1(d) of the SPA provides: "The Requisite Stockholder Approval shall have been obtained in the manner contemplated by Section 6.4 of this Agreement

VI. Potential Issues and Observations A. Non-Consenting Stockholders Stockholders representing approximately ten percent (10%) or less of Veridian's outstanding capital stock on a fully diluted, as-converted basis did not execute Written Consents and Joinder Agreements as of June 14, 2024. Based on our review of the capitalization table and the consent tracking log, these non-consenting stockholders are believed to c

1. Executed Written Consents and Joinder Agreements. Calderwood & Harkness LLP should obtain from Zalcourt Archer & Cole LLP complete copies (and, to the extent available, originals) of all executed Written Consents and Joinder Agreements for inclusion in the closing binder. The consent tracking log maintained by Zalcourt Archer & Cole LLP should also be obtained and reviewed for completeness.

2. Notice to Non-Consenting Stockholders. Copies of the notice delivered to non-consenting stockholders pursuant to DGCL § 228(c) should be obtained from Veridian's corporate secretary (Rachel Stein-Goldberg) or from Zalcourt Archer & Cole LLP and included in the closing file. The form of notice and evidence of delivery (e.g., email delivery receipts or certified mail return receipts) should be preserved.

3. Board Resolutions. Copies of the resolutions adopted by the Board of Directors of Veridian on June 10, 2024, including the resolution approving the Transaction, the resolution fixing the Record Date for the written consent process, and the resolution authorizing the cancellation and cash-out of outstanding options under the Equity Incentive Plan, should be obtained and included in the closing binder if not already

VII. Conclusion and Recommendations Based on the foregoing analysis, we conclude as follows: The stockholder written consent process for the approval of the Stock Purchase Agreement dated June 10, 2024, by and among Penterra Pharmaceuticals Corp., the stockholders of Veridian Biosciences, Inc., and David Ng as Stockholder Representative, has been completed in compliance with Section 228 of the Delaware General Corpor

1. Obtain and File Originals. Obtain and file all executed Written Consent and Joinder Agreement originals (or, at minimum, complete copies of fully executed versions) from Zalcourt Archer & Cole LLP for inclusion in the closing binder and the permanent transaction files.

2. Confirm Delivery of Notice to Non-Consenting Stockholders. Confirm with Zalcourt Archer & Cole LLP and/or Rachel Stein-Goldberg (General Counsel and Corporate Secretary of Veridian) that the notice required by DGCL § 228(c) has been delivered to all stockholders who did not execute Written Consents, and obtain copies of such notice and evidence of delivery for the closing file.

3. Monitor Drag-Along Enforcement. Monitor the drag-along enforcement process being conducted by Zalcourt Archer & Cole LLP with respect to any non-consenting stockholders who are parties to the Investors' Rights Agreement. Obtain periodic status updates and escalate any enforcement issues to Oliver Mackenzie and Harrison Wexford as necessary.

4. Update Pre-Closing Conditions Satisfaction Checklist. Update the Pre-Closing Conditions Satisfaction Checklist maintained by this firm in connection with the Transaction to reflect the satisfaction of the stockholder approval condition (SPA § 7.1(d)) as of June 14, 2024. We are available to discuss this memorandum and its conclusions at your convenience. Please do not hesitate to contact us with any questions. Pre