Contract analysis

I. PURPOSE AND LEGAL OBLIGATION This notice directs Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") to immediately preserve all documents, electronically stored information ("ESI"), and tangible materials relating to the proposed acquisition of Veridian Biosciences, Inc. ("Veridian") and the termination thereof, as more fully described in the sections that follow. As you are aware, on September 30, 2024,

II. SCOPE OF THE LITIGATION HOLD The scope of this litigation hold is defined by subject matter, temporal period, and custodian, as set forth below. If there is any doubt as to whether a particular document, communication, or data source falls within the scope of this hold, the document or data should be preserved and counsel should be consulted. A. Subject Matter Scope All documents and ESI relating to, concerning,

1. The Transaction Generally. All documents and communications relating to the proposed acquisition of 100% of the outstanding capital stock of Veridian Biosciences, Inc. for a purchase price of $900,000,000 in cash (subject to customary purchase price adjustments), including all aspects of the transaction from its inception through the present date and continuing. This includes, without limitation, all documents rel

2. The Stock Purchase Agreement and Ancillary Agreements. The SPA dated June 10, 2024, including all prior drafts (beginning with the initial draft circulated on or about April 15, 2024 and all subsequent revised drafts, markups, redlines, and comments), the final executed agreement, the Disclosure Schedules (including all updates thereto), and all ancillary transaction agreements, including but not limited to: (a) t

3. The Material Adverse Effect Analysis. All documents, analyses, memoranda, communications, presentations, and work product (including draft and final versions) relating to the determination, evaluation, or assessment of whether a material adverse effect had occurred with respect to Veridian or its business, condition (financial or otherwise), results of operations, assets, or prospects. This category includes, with

4. VRD-4187 Clinical Data and the Marlowe Asset Management-2 Trial. All documents and communications relating to VRD-4187 — Veridian's bispecific T-cell engager compound targeting delta-like ligand 3 (DLL3) for the treatment of relapsed or refractory small cell lung cancer ("SCLC") — and the Marlowe Asset Management-2 Phase II clinical trial (registered at ClinicalTrials.gov under Identifier NCT05837291). This catego

5. FDA Regulatory Matters. All documents and communications relating to FDA regulatory developments concerning VRD-4187 and the Marlowe Asset Management-2 trial, including without limitation: (a) the FDA partial clinical hold imposed on August 22, 2024 on Investigational New Drug Application No. 154832 (IND 154832) for VRD-4187; (b) all communications with or about the U.S. Food and Drug Administration regarding the

6. Due Diligence Materials. All due diligence materials reviewed, produced, or generated in connection with the proposed acquisition of Veridian, including without limitation: (a) the complete contents of the virtual data room maintained by Veridian for purposes of the transaction, including all documents uploaded, all access logs and download records, and all indices or file listings; (b) all due diligence memoranda

7. Deficiency Notice, Termination, and Related Correspondence. All documents and communications relating to: (a) the Deficiency Notice issued by Penterra on September 6, 2024, including all drafts, internal deliberations regarding the content and timing of the notice, and the final notice as delivered; (b) Veridian's response to the Deficiency Notice, dated September 13, 2024, in which Veridian disputed the occurrenc

8. Board Materials and Corporate Approvals. All materials prepared for, presented to, or generated by the Penterra Board of Directors in connection with the proposed acquisition, including without limitation: (a) the transaction summary presentation prepared with Garrison Zanthor & Co., LLC and delivered to the Board on June 9, 2024; (b) the Board resolution dated June 10, 2024 authorizing the execution and delivery

9. Financial Advisor Communications. All communications with, and work product received from, Garrison Zanthor & Co., LLC, including without limitation: (a) the fairness opinion delivered by Garrison Zanthor to the Penterra Board on June 9, 2024, including all drafts, presentations, and supporting analyses; (b) all valuation analyses prepared by Garrison Zanthor, including discounted cash flow analyses, comparable co

10. Financing Documents. All documents relating to the committed debt financing for the proposed acquisition, including without limitation: (a) the Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607), pursuant to which Summit Ridge Capital Partners, LP (Philip Ostrander, Managing Partner) and Ironclad Trust Company, N.A. (Samantha Hwang, Senior Vice President, Leveraged Finance) committed to provid

11. Representation and Warranty Insurance. All documents relating to the buyer-side representation and warranty insurance policy obtained by Penterra in connection with the proposed acquisition, including without limitation: (a) the representation and warranty insurance policy (Policy No. AIC-RWI-2024-07892) issued by Atlas Indemnity Insurance Co. (Graham Fielding, Senior Vice President), with a policy limit of $180,

12. Veridian Valuation and Financial Analysis. All internal Penterra analyses and third-party analyses of Veridian's valuation, financial condition, pipeline value, and commercial prospects, including without limitation: (a) all financial models, discounted cash flow analyses, risk-adjusted net present value calculations, and comparable company or transaction analyses prepared or reviewed by Penterra or its advisors;

13. Antitrust and HSR Act Matters. All documents relating to antitrust review and compliance in connection with the proposed acquisition, including without limitation: (a) the Hart-Scott-Rodino premerger notification filing submitted on April 22, 2024; (b) the early termination of the HSR Act waiting period, granted on May 20, 2024; (c) all work product of Stonebridge HSW Antitrust Advisors LLP (Martin Prumvane, Part

14. Post-Termination Communications. All communications occurring after September 30, 2024, between any Penterra personnel (including officers, directors, employees, and agents) and any of the following: (a) any Veridian personnel (officers, directors, employees, or agents); (b) any Veridian stockholders or their representatives, including David Ng (Stockholder Representative), Crestline Ventures, LP, Boreal Health P

1. Dr. Anand Rajagopal — Chief Executive Officer

2. Catherine M. Burgess — Chief Financial Officer

3. Thomas F. Holbrook — General Counsel & Secretary

4. Natalie Reiner — Senior Vice President, Corporate Development

5. Margaret Liu Whitfield — Chair, Board of Directors

6. All other members of the Penterra Board of Directors who participated in deliberations, received materials, or cast votes regarding the proposed acquisition of Veridian, including the authorization of the SPA, the review of the MAE determination, and the authorization of the termination.

7. Any Penterra employees who participated in due diligence activities, integration planning, or direct communications with Veridian personnel, Veridian's advisors, or the Sellers in connection with the proposed acquisition.

8. Any Penterra employees who received, reviewed, analyzed, or discussed the Marlowe Asset Management-2 clinical data, the DMC interim analysis, the Broadleaf Scientific supplemental assessment, or the FDA partial clinical hold on IND 154832. Tom, we ask that you work with the relevant department heads to identify all individuals who fall within categories 6, 7, and 8 above and to ensure that those individuals receiv

III. TYPES OF MATERIALS TO BE PRESERVED The obligation to preserve extends to all forms and formats of documents and information, including but not limited to the following categories: A. Electronic Materials • Email: All email communications (including all attachments, embedded images, and linked files) in all email systems used by the custodians, including Strathmore Data Systems and Outlook, archived email reposit

IV. SPECIFIC PRESERVATION INSTRUCTIONS A. Suspension of Routine Document Destruction All routine document retention and destruction policies, backup tape recycling schedules, automated deletion protocols, and any other policies or practices that could result in the alteration or destruction of materials within the scope of this hold must be immediately suspended with respect to all materials falling within the scope

V. CONFIDENTIAL INFORMATION AND NDA OBLIGATIONS We note that the Confidentiality Agreement (Non-Disclosure Agreement) between Penterra and Veridian, executed on March 4, 2024, contains provisions requiring the return or destruction of Veridian's confidential information upon termination of the transaction or upon request by Veridian. To the extent those contractual provisions would require Penterra to return or destr

VI. DURATION OF THE HOLD This litigation hold will remain in effect until Calderwood & Harkness LLP provides written notice that the hold has been modified, narrowed, or released. Until such written notice is received, all materials within the scope of this hold must continue to be preserved, and the instructions set forth herein must continue to be followed. The hold applies to all materials within its scope, regard

VII. ACKNOWLEDGMENT AND COMPLIANCE Each custodian identified in this notice must acknowledge receipt of this litigation hold notice in writing (email is acceptable) to both of the following individuals:

1. Thomas F. Holbrook, General Counsel & Secretary, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540

2. Megan Chu, Associate, Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166; Email: mchu@calderwoodharkness.com; Direct: (212) 506-7284 The written acknowledgment should confirm that the custodian has received and read the litigation hold notice, understands his or her preservation obligations, and will comply with the instructions set forth herein. A sample acknowledgment form is attached her

VIII. CONSEQUENCES OF NON-COMPLIANCE We cannot overstate the importance of full compliance with this litigation hold. Failure to preserve documents and ESI within the scope of this hold may expose Penterra Pharmaceuticals Corp. to severe consequences in the anticipated Delaware Court of Chancery proceeding, including but not limited to: • Adverse Inference Instructions: The court may instruct the factfinder to presum

IX. CONTACT INFORMATION For any questions, concerns, or guidance regarding this litigation hold, please contact: Oliver Mackenzie Partner Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Telephone: (212) 506-7150 Email: omackenzie@calderwoodharkness.com Megan Chu Associate Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Telephone: (212) 506-7284 Email: mchu@calderwoodh