Contract analysis

I. Purpose of This Letter This firm represents Penterra Pharmaceuticals Corp. ("Penterra" or the "Company"), a Delaware corporation whose shares of common stock are publicly traded on the Nasdaq Global Select Market under the ticker symbol "PPCA," in connection with the previously proposed acquisition of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian"), a Delaware

II. Background on the Transaction and the Policy On June 10, 2024, Penterra entered into that certain Stock Purchase Agreement (the "SPA") by and among Penterra, as Buyer, Veridian, as the Company, the stockholders of Veridian named therein (collectively, the "Sellers"), and David Ng, in his capacity as Stockholder Representative, pursuant to which Penterra agreed to acquire one hundred percent (100%) of the outstand

III. Notice of Termination of the SPA and Non-Closing of the Transaction Penterra hereby provides Atlas Indemnity with formal notice that the SPA was terminated by Penterra, effective as of September 30, 2024, pursuant to Penterra's termination right set forth in Section 8.1(d) of the SPA. A formal Termination Notice was delivered to Veridian and to David Ng, in his capacity as Stockholder Representative, on Septembe

IV. Confirmation That the Policy Will Not Be Triggered In light of the termination of the SPA and the non-closing of the Transaction, we wish to bring the following points to Atlas Indemnity's attention and request formal acknowledgment thereof. Because the Transaction did not close, the representations and warranties of the Sellers and Veridian contained in Article IV of the SPA did not survive execution of the SPA

V. Inquiry Regarding Status of Policy and Premium In connection with the foregoing, Penterra respectfully requests that Atlas Indemnity provide formal written confirmation with respect to the following matters:

1. Policy Status. Please confirm the current status of Policy No. AIC-RWI-2024-07892 in light of the non-closing of the Transaction. Specifically, Penterra requests that Atlas Indemnity confirm whether the Policy is deemed terminated, lapsed, void, or otherwise extinguished as a result of the failure of the underlying Transaction to close, and, if so, the effective date of such termination, lapse, or extinguishment.

2. Premium Refundability. Please confirm whether any portion of the premium in the amount of $3,960,000 previously paid by Penterra is refundable, subject to return, or eligible for credit under the terms of the Policy or any applicable endorsement or side letter, given that the Transaction did not close and no coverage period under the Policy has effectively commenced. Penterra's inquiry extends to whether Atlas Ind

3. Administrative Requirements. Please confirm whether any administrative steps, documentation, or formal actions are required on Penterra's part to effect the formal cancellation or termination of the Policy, and if so, please provide the specific requirements and any applicable deadlines for completion of such steps.

4. Effective Date of Termination or Cancellation. Please confirm the effective date upon which the Policy will be (or has been) terminated, cancelled, or otherwise rendered of no further force or effect, and confirm that no further premium installments, fees, assessments, or other charges will be due from Penterra in connection with the Policy following such date. Penterra acknowledges that it has reviewed the terms

VI. Request to Coordinate with Broker of Record Penterra requests that Atlas Indemnity coordinate any response, required actions, documentation, or communications relating to the matters addressed in this letter through Prescott Whitfield Insurance Brokers, Inc., Penterra's broker of record for this Policy. All communications to Prescott Whitfield should be directed to: Amanda Chen-Kowalski Managing Director Prescott

VII. Contact Information, Reservation of Rights, and Closing Please direct all correspondence, inquiries, and communications regarding this matter to the undersigned at: Oliver Mackenzie, Partner Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Telephone: (212) 506-7400 Email: omackenzie@calderwoodharkness.com For day-to-day coordination and administrative matters, you may also contact: Megan