Contract analysis

I. Background — The SPA and the Escrow Agreement On June 10, 2024, Penterra entered into the Stock Purchase Agreement (the "SPA") with Veridian Biosciences, Inc., a Delaware corporation with its principal office at 550 Gateway Drive, Cambridge, Massachusetts 02142, the Sellers identified therein (collectively, the "Sellers"), and David Ng (Managing Partner, Crestline Ventures, LP), acting in his capacity as Stockhold

II. Notice of Termination of the SPA Penterra hereby notifies the Escrow Agent that the SPA has been terminated in accordance with its terms. On September 30, 2024, Penterra delivered a formal written notice of termination (the "Termination Notice") to Veridian and the Stockholder Representative, terminating the SPA pursuant to Section 8.1(d) thereof. A copy of the Termination Notice, as delivered to Veridian and the

Section 8.1(d) of the SPA provides that the Buyer may terminate the Agreement by written notice to the Company and the Stockholder Representative if any of the conditions to Buyer's obligation to consummate the Closing set forth in Section 7.2 of the SPA shall have failed to be satisfied, or shall have become incapable of being satisfied, on or prior to December 10, 2024 (the "Outside Date"), provided that such failu

III. Confirmation That No Escrow Deposits Will Be Made As a direct and necessary consequence of the termination of the SPA, the Closing will not occur. No party to the SPA has any further obligation to consummate the transactions contemplated thereby, except as expressly set forth in the surviving provisions of the SPA identified in Section 8.2 thereof. Accordingly, Penterra hereby confirms to the Escrow Agent as fol

IV. Termination of the Escrow Agreement

Section 9(b) of the Escrow Agreement provides that the Escrow Agreement shall terminate automatically upon the termination of the SPA in accordance with its terms, provided that the provisions of Sections 4 (Limitation of Liability), 5 (Indemnification of Escrow Agent), and 12 (Governing Law; Jurisdiction) of the Escrow Agreement shall survive any such termination. In light of the termination of the SPA effective Sep

V. Administrative Matters In connection with the foregoing, we respectfully request that Fidelis take the following administrative actions: (a) Closure of Escrow Accounts. To the extent that any escrow accounts, sub-accounts, or other deposit accounts were established by the Escrow Agent — whether funded or unfunded — in anticipation of the Closing or otherwise in connection with the Escrow Agreement, we request that

VI. Reservation of Rights This letter is provided for informational and administrative purposes only, and is intended to facilitate the orderly wind-down of the Escrow Agreement and the related escrow arrangements following the termination of the SPA. Nothing contained in this letter shall be deemed to constitute, nor shall it be construed as, a waiver, release, or relinquishment of any of Penterra's rights, remedies

VII. Contact Information Please direct any questions, correspondence, or notices regarding this matter, including any confirmation or response requested herein, to the undersigned: Oliver Mackenzie, Partner Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Telephone: (212) 574-1148 Email: omackenzie@calderwoodharkness.com With a copy (which shall not constitute notice) to Penterra's General Cou