Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to summarize and analyze the key terms, conditions, and risks of the commitment letter dated June 7, 2024 (Reference: CL-2024-PPCA-0607) (the "Commitment Letter") from Summit Ridge Capital Partners, LP ("Summit Ridge"), in its capacity as lead arranger and sole bookrunner, and Ironclad Trust Company, N.A. ("Ironclad"), in its capacity as administrative agent and

II. PARTIES TO THE COMMITMENT LETTER A. Summit Ridge Capital Partners, LP — Lead Arranger and Bookrunner The lead arranger and sole bookrunner under the Commitment Letter is Summit Ridge Capital Partners, LP, a Delaware limited partnership with its principal office located at 277 Park Avenue, 40th Floor, New York, NY 10172. In its role as lead arranger, Summit Ridge is responsible for structuring the Term Loan Facili

III. SUMMARY OF KEY TERMS OF THE TERM LOAN FACILITY This section summarizes the principal economic and structural terms of the Term Loan Facility as set forth in the Commitment Letter and the Summary Term Sheet attached thereto as Annex I. A. Facility Amount The Term Loan Facility provides for a senior secured term loan in an aggregate principal amount of $500,000,000. The Facility is structured as a single-draw faci

I. Syndication. Summit Ridge, in its capacity as lead arranger and sole bookrunner, has the right (but not the obligation) to syndicate portions of the commitment to additional institutional lenders prior to or after the closing of the Term Loan Facility. Syndication is expected to involve the preparation and distribution of a confidential information memorandum to prospective lenders and the negotiation of assignmen

IV. CONDITIONS PRECEDENT TO FUNDING A. Overview of "Certain Funds" / Limited Conditionality Structure The Commitment Letter employs a SunGard-style "certain funds" framework that limits the conditions precedent to the lenders' obligation to fund the Term Loan Facility on the closing date. Under this framework, the lenders' obligation to fund is not subject to the satisfaction of all conditions that would typically ap

1. Execution of the Acquisition. The Stock Purchase Agreement shall have been duly executed and delivered by all parties thereto, and all conditions to the closing of the Acquisition under the SPA (other than those conditions that by their nature are to be satisfied at the closing itself, such as the delivery of closing certificates and the payment of the purchase price) shall have been satisfied or validly waived by

2. Accuracy of Specified Representations. Certain enumerated representations and warranties of Penterra (the "Specified Representations"), to be set forth in the definitive credit agreement, shall be true and correct in all material respects as of the closing date of the Facility (or, in the case of representations that speak as of a specific date, as of such date). The Specified Representations are limited to the fo

3. No Material Adverse Effect on Penterra. No Material Adverse Effect (as such term will be defined in the definitive credit agreement, consistent with the definition in the Commitment Letter) shall have occurred with respect to Penterra (the borrower) since the date of the Commitment Letter. Importantly, this condition is a borrower-MAE only — it tests whether Penterra itself has experienced a material adverse effec

4. Delivery of Closing Documents. Penterra shall have delivered customary closing documentation to the administrative agent, including without limitation: (a) the executed definitive credit agreement; (b) executed security and guarantee agreements; (c) evidence of insurance in form and substance reasonably satisfactory to the administrative agent; (d) legal opinions from Calderwood & Harkness LLP (as Penterra's couns

5. Payment of Fees and Expenses. All fees, expenses, and other amounts payable to the lenders, the administrative agent, the lead arranger, and their respective counsel on or prior to the closing date shall have been paid or shall be paid from the proceeds of the Term Loan Facility on the closing date. This condition encompasses commitment fees, arrangement fees, administrative agent fees, and the reasonable and docu

6. Specified Acquisition Agreement Representations. Certain representations and warranties made by Veridian in the SPA that are material to the interests of the lenders (the "Specified Acquisition Agreement Representations") shall be true and correct, but only to the extent that the failure of such representations to be true and correct would give Penterra the right to decline to consummate the closing under the SPA

V. MARKET FLEX PROVISIONS A. Description. The Commitment Letter incorporates by reference certain market flex provisions contained in the related fee letter executed between Penterra and Summit Ridge (the "Fee Letter"). The market flex provisions permit Summit Ridge, in its capacity as lead arranger, to modify certain economic and structural terms of the Term Loan Facility as it deems necessary or advisable to facili

VI. RELATIONSHIP TO THE STOCK PURCHASE AGREEMENT The Commitment Letter and the Stock Purchase Agreement are separate agreements with distinct parties, but they are closely interrelated. This section analyzes the key points of intersection between the two documents. A. Financing Condition in the SPA The Stock Purchase Agreement does not contain a financing condition. That is, Penterra's obligation to consummate the cl

VII. FEE SUMMARY A. Commitment Fee The commitment fee compensates the lenders for maintaining their commitment to fund the Term Loan Facility during the period between the execution of the Commitment Letter and the drawdown (or termination) of the Facility. The fee accrues daily on the unfunded commitment amount and is calculated on an actual/360-day basis, which is the market convention. B. Ticking Fee The ticking f

VIII. DEFINITIVE DOCUMENTATION A. Credit Agreement The Commitment Letter contemplates the execution of a definitive credit agreement on or prior to the closing date of the Acquisition, to be prepared on the basis of the terms set forth in the Commitment Letter and the Summary Term Sheet attached thereto. The credit agreement will be substantially consistent with the Commitment Letter terms and will incorporate the ad

IX. RISK ASSESSMENT AND RECOMMENDATIONS A. Financing Certainty The Commitment Letter provides a high degree of financing certainty for the Acquisition. The "certain funds" / limited conditionality structure significantly constrains the lenders' ability to refuse funding on the closing date, and the conditions precedent to funding are narrowly drawn and largely within Penterra's control. The principal risk to funding

1. Proceed with Execution of the Commitment Letter. The Commitment Letter was executed on June 7, 2024. No further action is required with respect to execution, but Penterra should confirm that fully executed counterparts have been received from all parties and are maintained in the Company's records.

2. Deliver Financing Cooperation Side Letter. Ensure that the side letter regarding Veridian's financing cooperation obligations is delivered to Veridian simultaneously with the execution of the SPA, which is planned for June 10, 2024. This side letter is important to ensure that Penterra has access to the financial information and management cooperation necessary to support the syndication process.

3. Engage Promptly on Definitive Credit Agreement. Engage promptly with Summit Ridge and Ironclad on the negotiation of the definitive credit agreement. Calderwood & Harkness will coordinate with lender's counsel and expects to receive the initial draft of the credit agreement on or about June 14, 2024. Our marked-up version, together with a detailed commentary, is anticipated to be circulated by June 18, 2024.

4. Prepare Solvency Certificate and Financial Deliverables. Coordinate with Catherine M. Burgess (CFO) and Penterra's finance team to prepare the solvency certificate and other financial deliverables required as conditions to funding. The solvency certificate must certify that, after giving pro forma effect to the Acquisition and the incurrence of the Term Loan, Penterra and its subsidiaries (on a consolidated basis)

5. Monitor Syndication Timeline and Market Flex Risk. Maintain regular contact with Summit Ridge regarding the syndication timeline, lender interest levels, and the likelihood of market flex being exercised. If market conditions deteriorate and flex is exercised, Penterra should evaluate the impact on borrowing costs and consider whether any adjustments to the funding mix are warranted.

6. Maintain Confidentiality of Fee Letter and Market Flex Provisions. The Fee Letter and the market flex provisions contained therein are confidential between Penterra and Summit Ridge. Penterra should ensure that these terms are not disclosed to Veridian, Veridian's counsel (Zalcourt Archer & Cole LLP), or any other third party without the prior consent of Summit Ridge. If Veridian requests information regarding the

X. ATTACHMENTS AND CROSS-REFERENCES For ease of reference, the following documents are attached to this memorandum or are cross-referenced herein: Attachment A: Commitment Letter (Ref. CL-2024-PPCA-0607) dated June 7, 2024 — Full copy, including all exhibits and schedules (attached hereto). Attachment B: Summary Term Sheet — Attached to the Commitment Letter as Annex I (attached hereto). Cross-References: • Fee Lette