Contract analysis

I. Identification of Representation and Purpose We represent Penterra Pharmaceuticals Corp. ("Penterra" or the "Buyer") in connection with that certain Stock Purchase Agreement dated as of June 10, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement" or "SPA"), by and among Penterra, Veridian Biosciences, Inc. (the "Company" or "Veridian"), the Sellers identified on Annex A

II. Background — Factual Recitation of Recent Events We set forth below our understanding of the relevant factual chronology, based upon information currently available to Penterra. Penterra reserves the right to supplement or modify this factual recitation as additional information becomes available, and nothing herein shall be construed as an admission or acknowledgment that the facts set forth below are complete o

III. Applicable SPA Provisions — Interim Operating Covenants (Section 5.1) We set forth below the provisions of the SPA that are directly relevant to the matters raised in this letter. Penterra does not, by identifying these specific provisions, limit its rights to invoke any other provision of the SPA or applicable law. A. General Covenant to Operate in Ordinary Course

Section 5.1(a) of the SPA provides, in pertinent part: "During the period from the date of this Agreement until the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with its terms (the "Interim Period"), except as set forth on Schedule 5.1(a) or as otherwise expressly contemplated by this Agreement, the Company shall (i) conduct its business in the ordinary course of business consist

Section 5.1(a) further provides that, without limiting the generality of the foregoing covenant, during the Interim Period the Company shall not take any of a number of specifically enumerated actions without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned, or delayed). The restrictions that are directly relevant to the matters at hand include, without limitation: (i)

IV. Penterra's Specific Concerns Regarding Consent A. Protocol v4.0 Constitutes a Material Modification to a Clinical Trial Protocol Penterra's primary concern is straightforward: the implementation of Protocol v4.0 constitutes a "material modification to [a] clinical trial protocol" for VRD-4187 within the plain meaning of Section 5.1(a)(viii) of the SPA, and accordingly required Penterra's prior written consent bef

V. Formal Request for Information and Documentation In light of the foregoing, Penterra, through undersigned counsel, hereby formally requests that Veridian promptly provide the following information and documentation. This request is made pursuant to Penterra's rights under the SPA (including, without limitation, Sections 5.1, 5.3, and 5.7 thereof) and applicable law: A. Protocol v4.0 Documentation (i) A complete, u

VI. Reservation of Rights Penterra expressly reserves all of its rights and remedies under the SPA, at law, and in equity, with respect to the matters addressed in this letter and any related matters, including without limitation: (a) The right to assert that Protocol Amendment v4.0 was implemented in breach of Section 5.1(a) of the SPA due to the failure to obtain Penterra's prior written consent before undertaking

VII. Requested Response Timeline Given the materiality of the matters addressed herein, the time-sensitive nature of the ongoing Interim Period obligations under the SPA, the pendency of the FDA partial clinical hold, and the potential implications of these matters for the satisfaction of closing conditions, Penterra respectfully requests that Veridian and Zalcourt Archer & Cole LLP provide the information and docume

VIII. Closing We appreciate your prompt attention to this matter. Penterra remains committed to constructive engagement with Veridian and the Stockholder Representative, and we are available to discuss any of the matters raised herein at your convenience. However, as stated above, nothing in this letter or in any subsequent communication shall constitute a waiver of, or limitation on, any right or remedy of Penterra