Contract analysis

1. Expression of Interest Penterra Pharmaceuticals Corp. ("Penterra" or the "Company"; Nasdaq: PPCA) is pleased to submit this non-binding indication of interest regarding the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target"). This letter sets forth the principal terms upon which Penterra would propose to pursue such an acqui

2. Proposed Transaction Structure Penterra proposes to acquire one hundred percent (100%) of the outstanding capital stock of Veridian, including all shares of common stock and preferred stock held by institutional and individual stockholders, as well as all shares of common stock issuable upon exercise or settlement of outstanding stock options, restricted stock units, warrants, and any other equity awards issued un

3. Due Diligence Penterra's indication of interest, and any proposal that Penterra may ultimately make to acquire Veridian, is subject to the satisfactory completion, in Penterra's sole discretion, of comprehensive confirmatory due diligence on Veridian and its business, assets, liabilities, operations, financial condition, prospects, and legal and regulatory standing. Such due diligence is expected to encompass the

4. Key Transaction Terms (Indicative) The following sets forth a summary of certain key terms that Penterra would expect to be reflected in the Definitive Agreement and ancillary transaction documents. These terms are indicative in nature and are subject to negotiation between the parties in the context of the definitive documentation process. Definitive Agreement. Penterra envisions that the parties would negotiate,

5. Financing Penterra is confident in its ability to finance the proposed transaction in full and does not anticipate including a financing contingency in the Definitive Agreement. Penterra's financial capacity to consummate the proposed acquisition is supported by the following: As of the end of the most recently reported fiscal quarter (the second quarter of Penterra's fiscal year 2024), Penterra had approximately

6. Regulatory Approvals Penterra anticipates that the proposed transaction will require a pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). Each of Penterra and Veridian would be required to submit an HSR notification form, and

7. Anticipated Timeline Penterra proposes the following indicative timeline for the proposed transaction, which is subject to adjustment based on the progress of due diligence, the pace of negotiations, and the regulatory clearance process: Penterra is prepared to devote substantial internal and external resources to the proposed transaction and is committed to moving expeditiously to complete due diligence, negotiat

8. Exclusivity Request In order to facilitate a focused and efficient transaction process, Penterra respectfully requests a period of exclusivity of forty-five (45) days from the date of this letter (i.e., through and including April 14, 2024) (the "Exclusivity Period"), during which Veridian and its stockholders, directors, officers, employees, agents, advisors, and representatives would agree not to, directly or in

9. Confidentiality This letter and its contents are strictly confidential and are being provided to Dr. Marek and Ms. Beckett on a confidential basis, subject to the terms and conditions of the mutual Confidentiality Agreement (the "Confidentiality Agreement") to be entered into between Penterra and Veridian. The Confidentiality Agreement is expected to be executed on or about March 4, 2024, and the parties' confiden

10. Non-Binding Nature This letter constitutes a non-binding indication of interest only and does not constitute an offer, an agreement to negotiate, or a commitment by Penterra Pharmaceuticals Corp., or any of its affiliates, subsidiaries, directors, officers, employees, agents, or advisors, to consummate the proposed transaction or any other transaction with Veridian Biosciences, Inc., its stockholders, or any othe

11. Closing We are enthusiastic about the opportunity to acquire Veridian and believe that a combination of our two companies would create compelling value for Veridian's stockholders, Penterra's shareholders, and, most importantly, the patients who stand to benefit from the continued advancement of the VeriTCE platform and VRD-4187. We are committed to pursuing this transaction with the urgency, seriousness, and ded