Contract analysis

I. Executive Summary This memorandum sets forth the results of our review and analysis of the insurance program maintained by Veridian Biosciences, Inc. ("Veridian" or the "Company") in connection with the proposed acquisition by Penterra Pharmaceuticals Corp. ("Penterra" or "PPC") of one hundred percent (100%) of the outstanding capital stock of Veridian for an aggregate purchase price of Nine Hundred Million Dollar

1. Change-of-Control Implications. The proposed stock acquisition constitutes a "change of control" under virtually all of Veridian's insurance policies. The implications vary by policy type and trigger, but the most significant concerns relate to the Directors and Officers Liability Insurance, the Clinical Trial Liability Insurance, and all other claims-made policies, which may automatically convert to run-off cover

2. Clinical Trial Liability Coverage Adequacy. Veridian's lead candidate, VRD-4187 (a bispecific T-cell engager targeting DLL3 for the treatment of small cell lung cancer), is currently being evaluated in the Phase II Marlowe Asset Management-2 trial (ClinicalTrials.gov Identifier: NCT05837291; IND No. 154832). The trial has enrolled 387 patients across 42 clinical sites in the United States and the European Union. G

3. Tail and Run-Off Coverage. For all claims-made policies that will convert to run-off upon the change of control, Penterra should procure or require the procurement of tail or extended reporting period coverage to protect against pre-closing acts that may give rise to post-closing claims. The aggregate cost of such tail coverage should be factored into the overall transaction cost analysis.

4. R&W Insurance Coordination. Penterra is procuring buyer-side representations and warranties insurance through Prescott Whitfield Insurance Brokers, Inc. from Atlas Indemnity Insurance Co. (Policy No. AIC-RWI-2024-07892). Coordination between this R&W policy and Veridian's underlying insurance program is necessary to avoid coverage gaps, confirm priority of recovery, and address subrogation provisions. This memoran

II. Methodology and Documents Reviewed A. Data Room Materials Penterra was granted access to the virtual data room maintained by Veridian's counsel, Zalcourt Archer & Cole LLP, on March 11, 2024. The insurance-related materials were organized in Room 8 — Insurance of the virtual data room and included the following categories of documents: • Current policy declarations pages for all active insurance policies maintain

III. Summary of Veridian's Insurance Program A. Overview Table The following table summarizes all active insurance policies maintained by Veridian as of the date of this memorandum. Complete policy details, including endorsements and special conditions, are set forth in the policy-by-policy analysis in Part IV below and in the Schedule of Veridian Insurance Policies attached as Appendix A. Total Annual Premium (All P

IV. Detailed Policy-by-Policy Analysis A. Directors and Officers Liability Insurance ("D&O")

1. Policy Details Veridian maintains a two-layer Directors and Officers Liability Insurance program consisting of a primary policy and a single excess layer, with combined limits of $20,000,000 in the aggregate. Primary Layer: • Carrier: Meridian Specialty Insurance Company ("Meridian Specialty") • Policy Number: MSI-DOL-2023-44719 • Policy Type: Claims-made Directors and Officers Liability Insurance, including Side

2. Change-of-Control Provisions The Meridian Specialty primary D&O policy contains a change-of-control provision at Section VIII(C) of the policy form. This provision states, in relevant part: "In the event of a Change of Control of the Company, the coverage afforded by this Policy shall, with respect to any Wrongful Act occurring or allegedly occurring after the effective date of such Change of Control, automaticall

3. Coverage Adequacy The combined $20,000,000 program limit (inclusive of defense costs) is within the market range for private, venture-backed biotechnology companies with aggregate venture capital raised of $420 million. Industry benchmarking data suggests that companies in this capitalization range typically maintain D&O limits of between $15 million and $30 million, depending on the company's risk profile, board

4. Claims History Based on our review of the loss runs provided by Meridian Specialty (covering the period from the policy inception date of January 15, 2017 through March 31, 2024) and the loss runs provided by Harborview Excess (covering the period from the inception of the excess layer on November 1, 2020 through March 31, 2024), there have been no claims made, no claims paid, and no notices of circumstance filed

1. Policy Details • Carrier: National Guardian Insurance Group ("National Guardian") • Policy Number: NGIG-CGL-2024-55203 • Policy Type: Occurrence-based Commercial General Liability Insurance, written on an ISO CG 00 01 form (or substantial equivalent) • Policy Period: January 1, 2024 through January 1, 2025 • Coverage Limits: • $2,000,000 per occurrence • $4,000,000 general aggregate (applies per location) • $2,000

2. Coverage Scope The Commercial General Liability policy provides standard CGL coverage for Veridian's operations, including: • Bodily Injury and Property Damage Liability (Coverage A): Coverage for sums that Veridian becomes legally obligated to pay as damages because of bodily injury or property damage to which the insurance applies, caused by an occurrence that takes place in the coverage territory during the pol

3. Key Exclusions and Endorsements We note the following material exclusions and endorsements: • Professional Liability Exclusion (Endorsement CGL-EXC-04). The policy excludes coverage for bodily injury, property damage, or personal and advertising injury arising out of the rendering of or failure to render any professional services, including clinical or medical services. This exclusion is standard and is intended t

4. Change-of-Control Implications As an occurrence-based policy, the Commercial General Liability policy does not present the same change-of-control concerns as claims-made policies. Coverage under an occurrence-based policy is triggered by when the bodily injury or property damage occurred, not when the claim is made. Accordingly, the CGL policy should continue to respond to occurrences that take place during the po

5. Claims History The loss runs provided by National Guardian for the period from January 1, 2019 through March 31, 2024 reflect one reported incident: • Incident Date: March 7, 2023. A visitor to Veridian's Cambridge facility sustained a minor slip-and-fall injury in the lobby area. First-party medical payments of $2,340 were paid under Coverage C. No bodily injury liability claim was asserted. The incident is class

1. Policy Details • Carrier: Bioguard Specialty Underwriters Ltd. ("Bioguard"), a London-based specialty insurer authorized to transact insurance in the relevant jurisdictions through Lloyd's Syndicate 4287 • Policy Number: BSU-CTL-2023-90147 • Policy Type: Claims-made Clinical Trial Liability Insurance • Policy Period: September 1, 2023 through September 1, 2024 • Retroactive Date: March 1, 2022 (corresponding to th

2. Coverage Scope The Clinical Trial Liability policy provides coverage for damages and defense costs arising from bodily injury to clinical trial participants (including patients, healthy volunteers, and study subjects) caused by or arising from the administration of investigational products in the course of clinical trials conducted by or on behalf of Veridian. The policy specifically covers the following clinical

3. Adequacy Assessment — Critical Analysis This is the most significant insurance coverage issue identified in connection with this transaction. The adequacy of the Clinical Trial Liability policy limits must be assessed in light of the specific risk profile of VRD-4187 and the scope of the Marlowe Asset Management-2 trial. Drug Mechanism and Known Risks. VRD-4187 is a bispecific T-cell engager — a class of immunothe

4. EU / International Requirements Several EU member states require mandatory clinical trial insurance as a condition of conducting clinical trials within their jurisdictions. The EU Clinical Trials Regulation (Regulation (EU) No. 536/2014), which became fully applicable on January 31, 2022, requires that clinical trial sponsors ensure adequate insurance or indemnification coverage for trial participants, although th

5. Change-of-Control Provisions The Bioguard Clinical Trial Liability policy is a claims-made policy and contains a change-of-control provision at Clause 12 of the policy form. This provision states: "In the event of a Change of Control of the Named Insured, being a transaction or series of related transactions resulting in any person or group of persons acquiring, directly or indirectly, more than fifty percent (50%

6. Claims History The loss runs provided by Bioguard for the period from the policy inception date of March 1, 2022 through March 31, 2024 reflect no claims made and no claims paid under the Clinical Trial Liability policy. Bioguard has confirmed that no notices of circumstance have been filed. We have cross-referenced this claims history with the clinical trial safety reports available in the virtual data room, incl

1. Policy Details • Carrier: Continental Pharma Insurance Co. ("Continental Pharma") • Policy Number: CPI-PL-2024-12038 • Policy Type: Claims-made Product Liability Insurance • Policy Period: January 1, 2024 through January 1, 2025 • Retroactive Date: March 1, 2022 • Coverage Limits: • $5,000,000 per claim (inclusive of defense costs) • $10,000,000 aggregate for all claims during the policy period • Self-Insured Rete

2. Coverage Scope The Product Liability policy provides coverage for claims arising from bodily injury or property damage caused by products manufactured, sold, distributed, or otherwise placed in the stream of commerce by Veridian. Given Veridian's status as a clinical-stage company with no marketed products and $0 in product revenue, the practical applicability of this policy is limited to the following scenarios:

3. Change-of-Control Implications As a claims-made policy, the Continental Pharma Product Liability policy is subject to similar change-of-control concerns as the Clinical Trial Liability policy and D&O policy. We have reviewed the policy form and identified a change-of-control provision at Section 7.4 that provides for automatic conversion to run-off coverage upon a change of more than fifty percent (50%) of the Nam

4. Claims History The loss runs provided by Continental Pharma for the period from the policy inception date of January 1, 2022 through March 31, 2024 reflect no claims made and no claims paid. No notices of circumstance have been filed. E. Property Insurance

1. Policy Details • Carrier: Cornerstone Property & Casualty Insurance Co. ("Cornerstone P&C") • Policy Number: CPCI-PR-2024-33841 • Policy Type: Special Form (All-Risk) Property Insurance / Business Personal Property • Policy Period: January 1, 2024 through January 1, 2025 • Coverage Limits: • $18,500,000 blanket limit for business personal property at all locations • $5,000,000 sublimit for business interruption an

2. Coverage Scope The property policy covers Veridian's business personal property, improvements and betterments to leased premises, and specialized laboratory and research equipment at the following locations: • 550 Gateway Drive, Cambridge, MA 02142 (principal office and research facility; approximately 38,000 square feet of combined office and laboratory space under a lease expiring December 31, 2028) • 1415 Missi

3. Specialized Property Coverages The following specialized coverages are noteworthy: • Laboratory Equipment and Contents. The $2,000,000 sublimit for laboratory equipment, biological samples, and research materials covers the replacement cost of Veridian's laboratory assets at the Cambridge facility, including flow cytometers, mass spectrometers, cell culture equipment, cryogenic storage systems, and biological rese

4. Change-of-Control Implications Property insurance policies typically do not contain change-of-control provisions that would terminate or restrict coverage upon a change in ownership of the named insured. The Cornerstone P&C policy contains a standard anti-assignment clause, but as noted in connection with the CGL policy, this clause generally does not apply to a stock purchase where the named insured entity contin

5. Claims History The loss runs provided by Cornerstone P&C for the period from January 1, 2019 through March 31, 2024 reflect no claims made and no claims paid. There are no open or pending property claims. F. Workers' Compensation and Employers' Liability

1. Policy Details • Carrier: Liberty Commonwealth Insurance Co. ("Liberty Commonwealth") • Policy Number: LCI-WC-2024-71562 • Policy Type: Workers' Compensation and Employers' Liability Insurance • Policy Period: January 1, 2024 through January 1, 2025 • Coverage Limits: • Workers' Compensation: Statutory benefits per applicable state law • Employers' Liability: • $1,000,000 each accident • $1,000,000 disease — each

2. Coverage Scope The Workers' Compensation policy provides statutory workers' compensation benefits to Veridian employees in accordance with the applicable state workers' compensation statutes in Massachusetts, California, and Maryland — the three states in which Veridian maintains offices and employees. The Employers' Liability coverage (Part Two) provides additional protection for employee injury claims that fall

3. Change-of-Control Implications Workers' compensation policies generally do not contain change-of-control provisions that would terminate or restrict coverage. The Liberty Commonwealth policy is no exception. Coverage is based on the employer-employee relationship and is statutory in nature. So long as the named insured entity (Veridian) continues to exist and employ workers, coverage should remain in effect. Post-

4. Claims History The loss runs provided by Liberty Commonwealth for the period from January 1, 2019 through March 31, 2024 reflect two workers' compensation claims: • Claim No. LCI-WC-2021-88341 (Filed: August 14, 2021; Status: Closed). A laboratory technician at the Cambridge facility sustained a repetitive strain injury to the right wrist. Total incurred (medical and indemnity): $14,720. The claim was closed on Fe