Contract analysis

1. Introduction and Purpose of Notice We are counsel to Penterra Pharmaceuticals Corp. ("Penterra" or "Buyer"), a Delaware corporation, in connection with that certain Stock Purchase Agreement, dated as of June 10, 2024 (the "Agreement"), by and among Penterra, Veridian Biosciences, Inc., a Delaware corporation (the "Company"), the several stockholders of the Company identified on the signature pages thereto (collect

2. Factual Background — Marlowe Asset Management-2 Clinical Trial Developments 2.1 The Marlowe Asset Management-2 Phase II Clinical Trial As the Company and the Stockholder Representative are aware, VRD-4187 is the Company's lead clinical candidate. VRD-4187 is a bispecific T-cell engager designed to target delta-like ligand 3 ("DLL3")-expressing tumors, principally for the treatment of extensive-stage small cell lun

3. Non-Satisfaction of Closing Condition Under Section 7.2(a) — Bring-Down of Representations and Warranties

Section 7.2(a) of the Agreement provides that Buyer's obligation to consummate the Closing is conditioned upon the accuracy of the representations and warranties of the Sellers and the Company contained in Article III of the Agreement, both as of the date of the Agreement and as of the Closing Date (except for representations and warranties that speak as of a specific date, which need only be accurate as of such date

Article III of the Agreement contains extensive representations and warranties by the Sellers and the Company regarding, among other things: (a) The business, operations, financial condition, and prospects of the Company, including representations that the Company Disclosure Schedule accurately and completely sets forth all material information regarding the Company's business and financial condition (Section 3.7); (

4. Non-Satisfaction of Closing Condition Under Section 7.2(b) — No Material Adverse Effect

Section 7.2(b) of the Agreement provides that Buyer's obligation to consummate the Closing is separately conditioned upon the absence, since the date of the Agreement, of any event, change, development, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on (a) the business, results of operations, financial condition, or as

5. Reservation of Rights Without limiting the generality of the foregoing, Penterra hereby expressly reserves all of its rights and remedies under the Agreement, at law, and in equity, including without limitation the following: (a) The right to terminate the Agreement pursuant to Section 8.1(d) thereof, which provides that Buyer may terminate the Agreement if any condition to Buyer's obligation to close set forth in

6. Request for Response Buyer respectfully requests that the Company and the Stockholder Representative respond in writing to this notice within ten (10) business days of the date hereof (i.e., on or before September 20, 2024), setting forth in reasonable detail any position the Company or the Stockholder Representative may have with respect to the matters described herein, including, without limitation, any basis on

7. Governing Law and Notices This letter constitutes formal written notice and is being delivered in accordance with the notice provisions of Section 10.1 of the Agreement, by overnight courier and electronic mail to the addresses specified therein and on the first page of this letter. This letter and the matters described herein shall be governed by and construed in accordance with the laws of the State of Delaware,