Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to confirm that the Federal Trade Commission (the "FTC") granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, with respect to the proposed acquisition by Penterra Pharmaceuticals Corp., a Delaware corporation ("Penterra" or "PPC"), of one hundred pe

II. Background A. Transaction Overview Penterra Pharmaceuticals Corp. is a Delaware corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol "PPCA." Penterra is headquartered at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540. Penterra is a diversified specialty pharmaceutical company with a primary focus on oncology, immunology, and rare disease therapeutics. For the fis

1. February 12, 2024. The Board of Directors of Penterra Pharmaceuticals Corp. authorized the exploration of a potential acquisition of Veridian Biosciences, Inc. at a meeting of the Board held on this date. The Board directed management and external advisors to conduct due diligence and prepare a recommendation regarding the strategic merits and financial terms of a potential acquisition.

2. February 14, 2024. Calderwood & Harkness LLP was formally engaged as lead transaction counsel to Penterra in connection with the proposed Acquisition. Simultaneously, Garrison Zanthor & Co. ("Garrison Zanthor"), a registered broker-dealer and investment banking firm, was engaged as financial advisor to Penterra. The engagement was led by Kevin Driscoll, Managing Director, Garrison Zanthor.

3. February 14, 2024 – April 2024. Calderwood & Harkness LLP, working with Garrison Zanthor and Penterra's in-house legal and corporate development teams, conducted extensive business, financial, legal, and regulatory due diligence with respect to Veridian and the proposed Transaction. During this period, Stonebridge HSW Antitrust Advisors LLP ("Stonebridge HSW") was retained as antitrust counsel to Penterra. Stonebr

4. April 10, 2024. Stonebridge HSW and Calderwood & Harkness jointly prepared and circulated an Antitrust Risk Assessment Memorandum (the "Antitrust Risk Assessment") analyzing the competitive implications of the proposed Transaction. The Antitrust Risk Assessment concluded that the Transaction presented low antitrust risk based on the following principal factors: (a) Veridian is a clinical-stage company with no appr

5. April 22, 2024. HSR Act pre-merger notification forms were prepared by Stonebridge HSW, with coordination and input from Calderwood & Harkness, and submitted to the Premerger Notification Office of the FTC and the Antitrust Division of the Department of Justice (the "DOJ"). The filing included all required information and exhibits, including the notification form, the draft narrative statement describing the Trans

6. April 22, 2024. The initial thirty (30)-day statutory waiting period under Section 7A(b)(1)(B) of the Clayton Act, 15 U.S.C. § 18a(b)(1)(B), commenced upon the filing of the notification forms.

7. April 22, 2024 – May 20, 2024. During the pendency of the initial waiting period, neither the FTC nor the DOJ issued a request for additional information or documentary material (a "Second Request") pursuant to Section 7A(e) of the Clayton Act. Stonebridge HSW monitored the status of the filing throughout this period and maintained contact with the Premerger Notification Office as appropriate.

III. Early Termination Grant A. FTC Action On May 20, 2024, the FTC granted early termination of the HSR Act waiting period applicable to the proposed Transaction. The early termination was publicly posted on the FTC's Early Termination Notices page on the FTC's website, under Transaction No. 20241834 (to be confirmed and updated in the final version of this memorandum upon verification with the FTC's published recor

IV. Satisfaction of Antitrust Closing Condition A. Relevant SPA Provisions The draft Stock Purchase Agreement, which is currently being negotiated between Calderwood & Harkness LLP (on behalf of Penterra) and Zalcourt Archer & Cole LLP (on behalf of Veridian and its stockholders; Rebecca Whitmore, Partner), includes customary mutual conditions to closing in what is expected to be Section 7.1 (Mutual Conditions to Clo

V. Coordination with Transaction Timeline The grant of early termination of the HSR Act waiting period is a significant milestone in the overall Transaction timeline and removes one of the principal conditions precedent that could have delayed the signing and closing of the SPA. Set forth below is a summary of the key upcoming dates and milestones in the Transaction process: The early termination of the HSR waiting p

VI. Action Items Based on the foregoing, we recommend the following action items be completed promptly:

1. Notify Penterra In-House Team. Confirm that Thomas F. Holbrook, General Counsel of Penterra, and Natalie Reiner, Senior Vice President, Corporate Development, have been notified of the FTC's grant of early termination of the HSR waiting period. We understand that an initial communication was made on May 20, 2024, and request confirmation that this notification has been completed.

2. Confirm with Stonebridge HSW. Coordinate with Martin Prumvane at Stonebridge HSW Antitrust Advisors LLP to confirm that no further antitrust filings, notifications, or other regulatory actions are required in connection with the Transaction, in any jurisdiction, and that Stonebridge HSW considers the antitrust clearance process to be concluded.

3. File FTC Early Termination Notice. Obtain and file a copy of the FTC's early termination notice (including the published Transaction Number) in the transaction closing binder maintained by Calderwood & Harkness LLP. This document will serve as evidence of the satisfaction of the HSR Act condition for purposes of the closing deliverables under the SPA.

4. Update Pre-Closing Conditions Checklist. Update the pre-closing conditions checklist (maintained by the Calderwood & Harkness deal team) to reflect the satisfaction of the HSR waiting period condition. Mark the condition as satisfied with reference to the early termination date of May 20, 2024, and the applicable Transaction Number.

5. Proceed with SPA Finalization. Continue with the finalization and negotiation of the definitive Stock Purchase Agreement and all ancillary transaction documents, including the disclosure schedules, employment and non-competition agreements, escrow agreement, transition services agreement, and other ancillary documents, with a view to executing the SPA on or about June 10, 2024.

VII. Conclusion The HSR Act antitrust condition applicable to the proposed acquisition by Penterra Pharmaceuticals Corp. of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. has been satisfied by virtue of the FTC's grant of early termination of the HSR Act waiting period on May 20, 2024. No Second Request was issued during the initial waiting period, and no conditions, commitm