Contract analysis

I. Executive Summary This memorandum summarizes the findings of our review of the material contracts of Veridian Biosciences, Inc., a Delaware corporation (EIN 84-2193047) ("Veridian" or the "Company"), with its principal office located at 550 Gateway Drive, Cambridge, MA 02142, and its registered agent at Tidewater Registered Agents LLC, 838 Walker Road, Suite 21-2, Dover, DE 19904. This review has been conducted in

1. Change-of-Control Provisions. Certain material contracts contain change-of-control provisions that grant counterparties termination rights, consent rights, or other remedies upon consummation of the Transaction. The most significant of these are found in the CRO Master Services Agreement with Meridian Clinical Research Associates LLC and the CMO Drug Substance Manufacturing and Supply Agreement with Celltide Biolo

2. Anti-Assignment Clauses and Consent Requirements. Several contracts contain anti-assignment clauses that, depending on their precise drafting, may or may not be triggered by the stock purchase structure of the Transaction. Contracts with broadly defined assignment provisions that encompass change-of-control transactions are identified and analyzed in Section XII.

3. Key-Person Dependencies. The CRO Master Services Agreement contains a key-person clause referencing Dr. Priya Chandrasekaran, Veridian's Chief Scientific Officer, as the designated scientific liaison. The departure of Dr. Chandrasekaran would trigger renegotiation rights for the CRO. Given Dr. Chandrasekaran's critical role in the VRD-4187 program and the VeriTCE platform generally, retention of Dr. Chandrasekaran

II. Methodology and Scope A. Data Room Organization and Review Process The contracts reviewed in connection with this memorandum were sourced from the virtual data room established and maintained by Zalcourt Archer & Cole LLP on behalf of Veridian. The data room was organized by Veridian's outside counsel into folders corresponding to the categories identified in the Preliminary Due Diligence Request List circulated

1. Financial Materiality. Any contract or series of related contracts with aggregate consideration or value exceeding Five Hundred Thousand Dollars ($500,000) over the life of the contract or on an annualized basis.

2. Change-of-Control and Assignment. Any contract containing a change-of-control provision, consent requirement, or anti-assignment clause that could be triggered by the Transaction, regardless of the financial value of the contract.

3. Long-Duration Agreements. All agreements with remaining terms exceeding twenty-four (24) months from the date of this review.

4. Program-Critical Agreements. All agreements material to the VRD-4187 program (Veridian's lead clinical asset) or to the VeriTCE platform technology, regardless of financial value or term. These thresholds were developed in consultation with Penterra's business development team and were designed to capture all contracts that could have a material bearing on the value of the Transaction, the operations of Veridian p

III. Clinical Research Organization (CRO) Agreements Veridian outsources the conduct and management of its clinical trials to third-party CROs, which is standard practice for a clinical-stage biotechnology company of Veridian's size. The CRO agreements constitute a critical component of Veridian's contractual portfolio, particularly given the centrality of the ongoing Marlowe Asset Management-2 Phase II trial for VRD

IV. Contract Manufacturing Organization (CMO) and Supply Agreements As a clinical-stage company, Veridian does not maintain internal manufacturing capabilities and relies entirely on third-party CMOs for the production of VRD-4187 drug substance and drug product. The CMO agreements are critical to the continued supply of clinical-grade material for the Marlowe Asset Management-2 trial and any future registration or c

V. License and Technology Agreements The license and technology agreements are among the most critical contracts in Veridian's portfolio, as they underpin the Company's proprietary VeriTCE platform technology and the intellectual property foundation upon which the VRD-4187 program and the broader pipeline are built. A. Exclusive License Agreement — Hargrove University Veridian is party to an Exclusive License Agreeme

VI. Real Property Lease A. Lease for 550 Gateway Drive, Cambridge, MA 02142 Veridian's sole real property interest is a leasehold at 550 Gateway Drive, Cambridge, Massachusetts 02142, pursuant to a commercial lease agreement (the "Lease") with Gateway Realty Trust, a Massachusetts business trust (the "Landlord"), dated as of March 1, 2019. Premises. The leased premises comprise approximately 65,000 rentable square fe

VII. Investor Rights and Stockholder Agreements Veridian's capitalization and governance are subject to a suite of investor rights and stockholder agreements entered into in connection with the Company's Series C preferred stock financing in the third quarter of 2020. These agreements are standard venture-backed company governance documents and, importantly, contain provisions that facilitate the Transaction and term