Contract analysis

1. Introduction and Recitals Reference is made to that certain Stock Purchase Agreement, dated as of June 10, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Agreement" or the "SPA"), by and among Penterra Pharmaceuticals Corp., a Delaware corporation ("Buyer"), Veridian Biosciences, Inc., a Delaware corporation (the "Company"), the Sellers identified therein (the "Seller

2. Financing Cooperation Obligations of the Company 2.1 General Cooperation Covenant During the Pre-Closing Period, the Company shall, and shall cause its officers, directors, employees, agents, accountants, consultants, and other authorized representatives (collectively, "Company Representatives") to, use commercially reasonable efforts to cooperate with Buyer in connection with the arrangement, syndication, and con

3. Limitations on Cooperation Obligations 3.1 No Obligation to Incur Liability Notwithstanding anything to the contrary in this Side Letter or the SPA, nothing in this Side Letter shall require the Company or any of its subsidiaries, or any officer, director, employee, agent, or representative of the Company or any of its subsidiaries, or any Seller, to: (a) execute, deliver, or enter into any agreement, certificate,

4. Financing Source Confidentiality (a) Any confidential information of the Company or any of its subsidiaries provided to the Financing Sources or their representatives in connection with the Financing or the cooperation obligations set forth in this Side Letter shall be subject to confidentiality protections that are substantially consistent with, and no less restrictive than, the terms of the Confidentiality Agree

5. Term Loan Facility — Key Parameters (For Reference) The following summary of the key terms of the Financing is provided solely for the Company's reference and convenience, and is qualified in its entirety by the terms of the Commitment Letter and the definitive credit agreement governing the Financing. The Company acknowledges that the terms of the Financing are subject to change in accordance with the terms of th

6. Notification Obligations (a) Company Notification. The Company shall promptly (and in any event within two (2) business days) notify Buyer in writing of any event, development, or circumstance that comes to the attention of the Company's management (including the individuals identified in Section 2.3(a) hereof) that would reasonably be expected to materially impair or delay the Company's ability to fulfill its coo

7. Term and Termination (a) Effectiveness. This Side Letter shall be effective as of the date first written above (i.e., June 10, 2024) and shall remain in full force and effect during the Pre-Closing Period. (b) Automatic Termination. This Side Letter shall terminate automatically and without further action by either party upon the earliest to occur of: (i) the consummation of the Closing; (ii) the valid termination

8. Remedies (a) Buyer acknowledges and agrees that its sole and exclusive remedy for any breach or alleged breach by the Company of its obligations under this Side Letter shall be as set forth in the SPA, including without limitation the remedies set forth in Article IX thereof. The Company's cooperation obligations under this Side Letter shall not create any independent right of Buyer to (i) terminate the SPA, (ii)

9. Miscellaneous 9.1 Governing Law This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing is consistent with and

1. Exhibit A — Form of Financing Source Confidentiality Joinder (attached hereto)

2. Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) — (referenced herein but not attached; separately provided to the Company under separate cover on June 7, 2024) Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166 Oliver Mackenzie, Partner Megan Chu, Associate Parameter | Details Commitment Amount | $500,000,000 Administrative Agent | Ironclad Trust Comp