Contract analysis

I. Introduction and Purpose of Filing Calderwood & Harkness LLP respectfully submits this letter on behalf of its client, Penterra Pharmaceuticals Corp. ("Penterra" or the "Acquiring Person"), a corporation duly organized and existing under the laws of the State of Delaware, publicly traded on the Nasdaq Global Select Market under the ticker symbol "PPCA," with its principal executive offices located at 1100 Meridian

II. Description of the Proposed Transaction On or about June 10, 2024 — the currently anticipated date for execution of a definitive agreement — Penterra intends to enter into a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which Penterra will acquire all of the issued and outstanding shares of capital stock of Veridian from Veridian's stockholders (the "Transaction"). The aggregate consideration to

III. Filing Fee Enclosed herewith is the applicable filing fee in the amount of Two Hundred Eighty Thousand Five Hundred Dollars ($280,500), calculated in accordance with the 2024 HSR Act filing fee schedule as set forth in 15 U.S.C. § 18a(b)(1)(B) and as adjusted by the Federal Trade Commission pursuant to the Merger Filing Fee Modernization Act of 2022. The filing fee has been calculated based on the aggregate tota

IV. Enclosed Materials The following materials are enclosed with and accompany this transmittal letter:

1. Notification and Report Form for Penterra Pharmaceuticals Corp. (as the Acquiring Person), together with all exhibits, appendices, attachments, and supporting schedules thereto, prepared in accordance with the instructions set forth in the Notification and Report Form and the HSR Rules.

2. Item 4(c) Documents: All documents responsive to Item 4(c) of the Notification and Report Form, consisting of all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) of Penterra (or, where applicable, any entity included within the Acquiring Person) for the purpose of evaluating or analyzing the proposed Transaction with respect to market shares, competition, competit

3. Item 4(d) Documents: All documents responsive to Item 4(d) of the Notification and Report Form, consisting of all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) of Penterra (or, where applicable, any entity included within the Acquiring Person) evaluating or analyzing the proposed Transaction, including but not limited to documents relating to synergies, efficien

4. Filing Fee in the amount of $280,500, transmitted by wire transfer to the Federal Trade Commission, with wire transfer confirmation enclosed.

5. Affidavit of Oliver Mackenzie, as authorized representative of the Acquiring Person, in support of the filing, executed in accordance with 16 C.F.R. § 803.5, attesting to the completeness and accuracy of the information contained in the Notification and the accompanying materials. All documents submitted in response to Items 4(c) and 4(d) have been organized and labeled in accordance with the guidance provided by

V. Acquired Person's Filing It is the understanding of Penterra that Veridian Biosciences, Inc., through its outside counsel, Zalcourt Archer & Cole LLP, is separately and concurrently filing the Notification and Report Form on behalf of the Acquired Person in connection with the Transaction. The primary contact at Zalcourt Archer & Cole LLP for purposes of the Acquired Person's filing is: Rebecca Whitmore, Partner Z

VI. Identification of Parties For the convenience of the Commission and the Division, the following summary identifies the principal parties to the Transaction: Acquiring Person / Ultimate Parent Entity: Penterra Pharmaceuticals Corp. A Delaware corporation Employer Identification Number (EIN): 22-3847561 Nasdaq Global Select Market Ticker Symbol: PPCA Principal Executive Offices: 1100 Meridian Boulevard, Suite 400,

VII. Request for Early Termination of the Waiting Period Penterra respectfully requests early termination of the statutory waiting period applicable to the Transaction under 15 U.S.C. § 18a(b)(1) and 16 C.F.R. § 803.11. Penterra believes that early termination is warranted in this case for the following reasons: (a) Veridian is a clinical-stage biotechnology company that does not currently have any products approved

VIII. Contact Information for Communications All communications, questions, requests for additional information, or other correspondence regarding this filing should be directed to the following individuals: Primary Contact — Outside Transaction Counsel: Oliver Mackenzie, Partner Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166 Telephone: (212) 558-4731 Facsimile: (212) 558-4800 Email: o

IX. Confidentiality Request Penterra respectfully requests that all materials submitted in connection with this filing, including but not limited to the Notification and Report Form, the Item 4(c) and Item 4(d) documents, and any supplemental materials or correspondence, be treated as confidential to the fullest extent permitted under the HSR Act and applicable regulations. In particular, Penterra requests confidenti

X. Closing Penterra Pharmaceuticals Corp. and its counsel remain available to respond promptly and fully to any questions, comments, or requests for additional information that the Commission or the Division may have in connection with its review of the Transaction and the materials submitted herewith. Penterra is committed to cooperating fully with the reviewing agency throughout the pendency of the review process a

1. Notification and Report Form (Acquiring Person — Penterra Pharmaceuticals Corp.), with all exhibits, appendices, and attachments

2. Item 4(c) Documents (with index and privilege log)

3. Item 4(d) Documents (with index and privilege log)

4. Filing Fee — $280,500 (wire transfer confirmation enclosed)

5. Affidavit of Oliver Mackenzie in Support of Filing