Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Buyer's Counsel" means Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, New York 10166. "Escrow Agent" means Fidelis National Escrow Corp., a Florida corporation, with offices at 601 Riverside Avenue, Jacksonville, Florida 32204. "Escrow Agreement" means the Escrow Agreement, dated as of Jun

Section 1.2 — Rules of Construction The rules of construction and interpretation set forth in Section 1.2 of the Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis, and shall apply to this Agreement as if fully set forth herein. Without limiting the generality of the foregoing: (a) References to "Articles," "Sections," and "Exhibits" shall refer to the Articles, Sections, an

ARTICLE 2 — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment of Stockholder Representative Each Seller, by executing the Purchase Agreement and/or by virtue of being bound thereby, hereby irrevocably constitutes and appoints David Ng, in his capacity as Managing Partner of Crestline Ventures, LP, as the Stockholder Representative, to serve as such Seller's exclusive agent, attorney-in-fact, and representative, with full power and authority to act on b

Section 2.2 — Acceptance David Ng hereby accepts the appointment as Stockholder Representative and agrees to perform the duties and exercise the authority granted to him herein and in the Purchase Agreement, subject to the terms and conditions of this Agreement. The Stockholder Representative confirms that he has reviewed the Purchase Agreement (including all Disclosure Schedules delivered in connection therewith), t

Section 2.3 — Capacity The Stockholder Representative acts solely in a representative capacity for and on behalf of the Sellers and shall not be personally liable for any debts, obligations, or liabilities of the Sellers arising under or in connection with the Purchase Agreement, the Escrow Agreement, or this Agreement. The Stockholder Representative is not a guarantor of the obligations of any Seller and shall not b

ARTICLE 3 — AUTHORITY AND POWERS

Section 3.1 — General Authority Subject to the limitations set forth in Section 3.3, the Stockholder Representative is hereby granted full power and authority to act on behalf of all Sellers, and to bind all Sellers, in connection with any and all matters arising under or relating to the Purchase Agreement, the Escrow Agreement, and the ancillary transaction documents. The Stockholder Representative shall have the au

Section 3.2 — Specific Powers Without limiting the generality of Section 3.1, the Stockholder Representative shall have the specific power and authority to take the following actions on behalf of the Sellers: (a) Notices and Communications. Receiving, reviewing, and responding to all notices, communications, and deliveries from the Buyer, the Company (post-Closing), the Escrow Agent, or any other Person under or in c

Section 3.3 — Limitations on Authority Notwithstanding the broad grant of authority set forth in Sections 3.1 and 3.2, the Stockholder Representative shall not have the authority to: (a) Amend, modify, or waive any provision of the Purchase Agreement, the Escrow Agreement, or any ancillary transaction document in a manner that would disproportionately and adversely affect any individual Seller relative to the other S

Section 3.4 — Reliance by Buyer and Third Parties The Buyer, the Escrow Agent (Fidelis National Escrow Corp.), and any other third party dealing with the Stockholder Representative shall be entitled to conclusively and absolutely rely upon the authority of the Stockholder Representative as set forth herein, without independent inquiry or investigation, and shall not be required to inquire into the authority of the St

ARTICLE 4 — STOCKHOLDER REPRESENTATIVE EXPENSE FUND

Section 4.1 — Establishment and Funding At the Closing, Two Million Five Hundred Thousand Dollars ($2,500,000) shall be withheld from the aggregate Purchase Price otherwise payable to the Sellers and deposited with the Escrow Agent (Fidelis National Escrow Corp.) as the Stockholder Representative Expense Fund, in accordance with Section 2.3(b) of the Purchase Agreement and the terms of the Escrow Agreement. The Stock

Section 4.2 — Permitted Uses The Stockholder Representative may use the Stockholder Representative Expense Fund solely for the following purposes: (a) Legal fees and expenses of counsel engaged by the Stockholder Representative in connection with his duties hereunder, including fees and expenses of Zalcourt Archer & Cole LLP and any other counsel retained by the Stockholder Representative; (b) Accounting, tax advisor

Section 4.3 — Disbursement Procedures The Stockholder Representative shall deliver written instructions to the Escrow Agent for disbursements from the Stockholder Representative Expense Fund, substantially in the form attached hereto as Exhibit B (or in such other form as may be acceptable to the Escrow Agent). No joint instruction from the Buyer shall be required for disbursements from the Stockholder Representative

Section 4.4 — Distribution of Remaining Balance Upon the final resolution of all indemnification claims under Article IX of the Purchase Agreement and the expiration of all applicable Survival Periods, any remaining balance in the Stockholder Representative Expense Fund (including accrued interest) shall be distributed to the Sellers in accordance with their respective Pro Rata Shares, as set forth on Exhibit A heret

Section 4.5 — Insufficient Funds; Additional Contributions In the event that the Stockholder Representative Expense Fund is insufficient to cover the costs and expenses incurred or reasonably anticipated to be incurred by the Stockholder Representative in connection with his duties hereunder, the Stockholder Representative may request additional contributions from the Sellers in proportion to their respective Pro Rat

ARTICLE 5 — INDEMNIFICATION ESCROW MATTERS

Section 5.1 — Role of Stockholder Representative in Escrow The Stockholder Representative shall serve as the sole and exclusive representative of the Sellers in all matters relating to the Indemnification Escrow Amount (One Hundred Eighty Million Dollars ($180,000,000)) held by the Escrow Agent (Fidelis National Escrow Corp.) pursuant to the Escrow Agreement. The Stockholder Representative shall receive copies of all

Section 5.2 — Indemnification Claim Procedures Upon receipt of an indemnification claim notice from the Buyer or any Buyer Indemnified Party under Article IX of the Purchase Agreement, the Stockholder Representative shall undertake the following actions: (a) Review and Consultation. The Stockholder Representative shall promptly review the claim notice and consult with legal counsel (including Sellers' Counsel, Zalcou

Section 5.3 — Escrow Release Schedule The Indemnification Escrow Amount shall be released in accordance with the following schedule: (a) Eighteen-Month Release. Upon the expiration of the eighteen (18)-month Survival Period for general representations and warranties (as set forth in the Purchase Agreement), the Stockholder Representative and the Buyer shall deliver joint written instructions to the Escrow Agent direc

Section 5.4 — Third-Party Claims The Stockholder Representative shall have the authority, on behalf of the Sellers, to control the defense, negotiation, and settlement of any third-party claims (including governmental investigations, audits, and litigation) for which the Sellers may be obligated to indemnify the Buyer or any other Buyer Indemnified Party under Article IX of the Purchase Agreement, subject in all case

ARTICLE 6 — DUTIES AND STANDARD OF CARE

Section 6.1 — Good Faith Standard The Stockholder Representative shall discharge his duties and exercise his authority under this Agreement and the Purchase Agreement in good faith and in the interest of the Sellers as a group. In exercising his authority, the Stockholder Representative shall use his reasonable business judgment and shall endeavor to act in a manner that he believes to be in the best interests of the

Section 6.2 — No Fiduciary Duty Notwithstanding anything to the contrary in this Agreement, the Stockholder Representative shall not be deemed a fiduciary of any Seller or of the Sellers as a group. The relationship between the Stockholder Representative and the Sellers is solely that of agent and principal, and the Stockholder Representative's duties and obligations are limited exclusively to those expressly set for

Section 6.3 — Reliance on Advisors The Stockholder Representative may rely, and shall be fully protected in relying, upon the advice, opinions, reports, and information of legal counsel (including Zalcourt Archer & Cole LLP, lead partner Rebecca Whitmore, and any other counsel retained by the Stockholder Representative), accountants, tax advisors, financial advisors, and other experts and professionals engaged by the

Section 6.4 — Conflicts of Interest Disclosure The Parties and the Sellers acknowledge and agree that David Ng is the Managing Partner of Crestline Ventures, LP, which holds approximately twenty-eight and three-tenths percent (28.3%) of the fully diluted equity of the Company and is the largest single stockholder of the Company. By virtue of this substantial ownership position, the Stockholder Representative may have

ARTICLE 7 — INDEMNIFICATION AND EXCULPATION OF STOCKHOLDER REPRESENTATIVE

Section 7.1 — Exculpation The Stockholder Representative shall not be liable to any Seller, any Buyer Indemnified Party, or any other Person for any action taken or omitted in good faith in his capacity as Stockholder Representative under this Agreement or the Purchase Agreement, or for any error of judgment, mistake of fact, or mistake of law, in the performance or non-performance of his duties hereunder. The forego

Section 7.2 — Indemnification of Stockholder Representative Each Seller, severally (and not jointly) in accordance with such Seller's Pro Rata Share, hereby agrees to indemnify, defend, and hold harmless the Stockholder Representative from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) (colle

Section 7.3 — No Personal Liability The Stockholder Representative shall have no personal liability to the Buyer, the Company, or any Seller or other Person by reason of his service as Stockholder Representative hereunder, except in the case of willful misconduct, gross negligence, or fraud. The Stockholder Representative's obligations hereunder are solely in his representative capacity, and no recourse shall be had

ARTICLE 8 — RESIGNATION AND REMOVAL; SUCCESSOR REPRESENTATIVE

Section 8.1 — Resignation The Stockholder Representative may resign from his position as Stockholder Representative at any time by giving at least thirty (30) days' prior written notice to the Buyer and to each of the Sellers at such Seller's address as set forth in the Purchase Agreement or as otherwise provided to the Stockholder Representative. Any such resignation shall not become effective until a successor Stoc

Section 8.2 — Removal The Stockholder Representative may be removed from his position as Stockholder Representative at any time, with or without cause, by the written consent of Sellers holding a majority-in-interest (measured by Pro Rata Share) of the Sellers. Any such removal shall not become effective until a successor Stockholder Representative has been duly appointed in accordance with Section 8.3 and has accept

Section 8.3 — Appointment of Successor In the event of the resignation or removal of the Stockholder Representative, a successor Stockholder Representative shall be appointed by the written consent of Sellers holding a majority-in-interest (measured by Pro Rata Share) of the Sellers. The appointment of a successor Stockholder Representative shall be effective upon the written acceptance of such appointment by the suc

Section 8.4 — Rights and Obligations of Successor Upon the effective appointment and acceptance of a successor Stockholder Representative, the successor Stockholder Representative shall succeed to all of the rights, powers, duties, and obligations of the predecessor Stockholder Representative under this Agreement, the Purchase Agreement, and the Escrow Agreement, as if the successor had been originally named as the S

ARTICLE 9 — COMMUNICATIONS AND NOTICES

Section 9.1 — Notices to the Stockholder Representative All notices, requests, demands, claims, consents, and other communications to the Stockholder Representative shall be delivered to: David Ng, Managing Partner Crestline Ventures, LP 400 Beacon Street, Suite 1200 Boston, Massachusetts 02108 Telephone: (617) 555-4820 Email: dng@crestlineventures.com with a copy (which shall not constitute notice) to: Zalcourt Arch

Section 9.2 — Notices to the Buyer All notices, requests, demands, claims, consents, and other communications to the Buyer shall be delivered to: Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540 Attention: Thomas F. Holbrook, General Counsel & Secretary Telephone: (609) 555-7300 Email: tholbrook@penterrapharma.com with a copy (which shall not constitute notice) to: Calderw

Section 9.3 — Notices to the Company All notices, requests, demands, claims, consents, and other communications to the Company (prior to Closing) shall be delivered to: Veridian Biosciences, Inc. 550 Gateway Drive Cambridge, Massachusetts 02142 Attention: Rachel Stein-Goldberg, General Counsel Telephone: (617) 555-2200 Email: rstein-goldberg@veridianbiosciences.com Following Closing, notices to the Company shall be d

Section 9.4 — Notice Mechanics All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) If delivered by hand or by nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), upon actual receipt by the addressee (or upon refusal of receipt); (b) If sent by certified

ARTICLE 10 — INFORMATION RIGHTS

Section 10.1 — Right to Information from Sellers Each Seller shall provide the Stockholder Representative with such information, documents, records, and other materials as the Stockholder Representative may reasonably request from time to time in connection with the performance of his duties under this Agreement and the Purchase Agreement, including information regarding such Seller's equity holdings, tax matters, an

Section 10.2 — Reporting to Sellers The Stockholder Representative shall provide periodic written updates to the Sellers, no less frequently than quarterly (and more frequently if circumstances warrant), regarding the following matters: (a) The status of any pending or threatened indemnification claims under Article IX of the Purchase Agreement, including a summary of the claims asserted, the amounts claimed, and the

Section 10.3 — Right to Information from Buyer The Stockholder Representative shall have the right to receive from the Buyer such information, documents, and access as is provided for in the Purchase Agreement with respect to post-Closing information sharing between the Buyer and the Stockholder Representative, including access to the books and records of the Company following the Closing. The Buyer acknowledges and

ARTICLE 11 — TERM AND SURVIVAL

Section 11.1 — Effective Date This Agreement shall become effective upon execution and delivery by all Parties hereto on June 10, 2024.

Section 11.2 — Termination This Agreement shall terminate upon the latest to occur of the following: (a) The final release or distribution of all amounts held in the Indemnification Escrow (including the full One Hundred Eighty Million Dollars ($180,000,000) or such remaining balance as may exist at the time) in accordance with the Escrow Agreement; (b) The final release or distribution of all amounts held in the Sto

Section 11.3 — Survival of Certain Provisions The provisions of Article 7 (Indemnification and Exculpation of Stockholder Representative), Article 12 (General Provisions), and Section 11.2 of this Agreement shall survive the termination of this Agreement and shall continue in full force and effect indefinitely (or, in the case of the indemnification obligations under Section 7.2, until the expiration of the applicabl

ARTICLE 12 — GENERAL PROVISIONS

Section 12.1 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (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.

Section 12.2 — Jurisdiction; Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over the matter is vested exclusively in the federal c

Section 12.3 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER

Section 12.4 — Entire Agreement This Agreement, together with the Purchase Agreement, the Escrow Agreement, and the other ancillary transaction documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, relating to su

Section 12.5 — Amendment and Waiver This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by the Buyer, the Stockholder Representative, and Sellers holding a majority-in-interest (measured by Pro Rata Share) of the Sellers. No waiver of any provision of this Agreement shall be effective unless such waiver is set forth in a written instrument duly

Section 12.6 — Assignment The Stockholder Representative may not assign his rights or delegate his duties or obligations under this Agreement to any Person without the prior written consent of Sellers holding a majority-in-interest (measured by Pro Rata Share) of the Sellers and the Buyer. The Buyer may assign its rights (but not its obligations) under this Agreement to any permitted assignee of the Buyer's rights un

Section 12.7 — Severability If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall be construed and enforced as if such invalid, illegal, or

Section 12.8 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (in .pdf format) or by other electronic transmission shall be effective as delivery of a manually executed counterpart of th

Section 12.9 — No Third-Party Beneficiaries This Agreement is for the sole benefit of the Parties hereto and the Sellers, and nothing herein, express or implied, shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Escrow Agent (Fidelis National Escrow Corp.) shall be a third-party beneficiary of