Contract analysis

I. Purpose and Scope The purpose of this memorandum is to provide the Calderwood & Harkness LLP deal team with a comprehensive overview of the proposed acquisition of Veridian Biosciences, Inc. ("Veridian" or the "Target" or the "Company") by our client, Penterra Pharmaceuticals Corp. ("Penterra" or the "Buyer"), and to identify the key legal issues that will require focused attention during due diligence, negotiatio

II. Transaction Overview A. The Parties

1. Penterra Pharmaceuticals Corp. (Buyer / Client) Penterra Pharmaceuticals Corp. is a corporation organized and existing under the laws of the State of Delaware. Penterra's shares of common stock are publicly traded on the Nasdaq Global Select Market under the ticker symbol "PPCA." Penterra's principal executive offices are located at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540. Penterra's regist

2. Veridian Biosciences, Inc. (Target) Veridian Biosciences, Inc. is a corporation organized and existing under the laws of the State of Delaware. Veridian is a privately held company and its shares are not listed or traded on any securities exchange. Veridian's principal office is located at 550 Gateway Drive, Cambridge, Massachusetts 02142. Veridian's registered agent for service of process in Delaware is Tidewater

3. Major Stockholders Based on the capitalization table provided in the data room and preliminary discussions with Veridian's counsel, the major stockholders of Veridian are as follows: Crestline Ventures, LP (EIN: 83-1567842) is the largest single stockholder and is expected to serve as the Stockholder Representative in connection with the post-closing indemnification mechanics under the SPA. The concentration of eq

III. Key Legal Issues This section identifies and analyzes the key legal issues that require focused attention by the deal team during the due diligence process, negotiation of the Definitive Agreement, and the period between signing and closing. Each issue is discussed in terms of the underlying risk, our recommended negotiating position, and the anticipated positions of Sellers' counsel. A. Material Adverse Effect

IV. Staffing and Workstream Assignments The following sets forth the staffing plan and workstream assignments for the Calderwood & Harkness deal team, as well as the roles of external advisors. All team members should coordinate closely throughout the Transaction to ensure efficient allocation of resources and consistent communication with the client and counterparty. Oliver Mackenzie — Responsible Partner (M&A) — $1