1018-00008 · Penterra Pharmaceuticals Corp · Board Materials & Corporate Approvals

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

PENTERRA PHARMACEUTICALS CORP.

IN LIEU OF A SPECIAL MEETING

Effective as of June 10, 2024

Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540 Nasdaq: PPCA

Delaware Registered Agent: Capitol Corporate Services, Inc. 1675 South Ashbury Asset Advisors, Suite B Dover, Delaware 19901

Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166

PREAMBLE

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of June 10, 2024, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, as amended (the "Bylaws"). This action by written consent shall have the same force and effect as if such resolutions had been duly adopted at a special meeting of the Board duly called and held for such purposes, at which all directors were present and voting.

Margaret Liu Whitfield serves as Chair of the Board and has coordinated the circulation of this written consent among the directors. Each of the undersigned directors acknowledges that he or she has had a full and adequate opportunity to review, consider, and discuss the matters set forth herein, including through a series of Board meetings and presentations held on May 15, 2024, May 28, 2024, June 3, 2024, June 6, 2024, and June 9, 2024, and through individual consultations with the Company's management, legal counsel, and financial advisor.

The Board has received and carefully reviewed the following materials in connection with the proposed transaction described below:

(a) presentations from the Company's management, including Dr. Anand Rajagopal, President and Chief Executive Officer; Catherine M. Burgess, Executive Vice President and Chief Financial Officer; Thomas F. Holbrook, Senior Vice President, General Counsel and Secretary; and Natalie Reiner, Senior Vice President, Corporate Development, each of whom presented analyses, strategic rationale, and financial projections related to the proposed transaction at the Board meetings referenced above;

(b) a comprehensive transaction summary presentation prepared jointly by the Company's outside counsel, Calderwood & Harkness LLP (Oliver Mackenzie, Partner), and the Company's financial advisor, Garrison Zanthor & Co., LLC (Kevin Driscoll, Managing Director), dated June 9, 2024, setting forth a detailed summary of the terms and conditions of the proposed Stock Purchase Agreement and the Ancillary Agreements (each as defined below), the results of due diligence, the proposed financing structure, and the key risk factors associated with the transaction;

(c) a due diligence summary memorandum from Calderwood & Harkness LLP dated June 3, 2024 (the "Due Diligence Memorandum"), consolidating the findings from all due diligence workstreams conducted in connection with the proposed transaction; and

(d) a fairness opinion delivered by Garrison Zanthor & Co., LLC on June 9, 2024 (the "Fairness Opinion"), addressed to the Board, to the effect that, as of such date and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the purchase price to be paid by the Company in the proposed transaction is fair, from a financial point of view, to the Company.

Each member of the Board has had the opportunity to ask questions of, and receive answers from, the Company's management, legal counsel, and financial advisor, and has been afforded the opportunity to consult with his or her own legal and financial advisors as deemed appropriate.

RECITALS

WHEREAS, the Company proposes to acquire one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target"), a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 550 Gateway Drive, Cambridge, Massachusetts 02142. Veridian is a privately held, clinical-stage biotechnology company focused on the discovery and development of immuno-oncology therapeutics, including its lead product candidate VRD-4187, a bispecific T-cell engager targeting DLL3-expressing tumors in small cell lung cancer and other neuroendocrine malignancies, and its proprietary VeriTCE bispecific antibody discovery and engineering platform (collectively, the "Veridian Assets"). The acquisition of Veridian and the Veridian Assets is referred to herein as the "Transaction";

WHEREAS, the Transaction is intended to bolster the Company's immuno-oncology pipeline, which experienced a significant setback following the Phase III futility analysis and subsequent discontinuation of the Company's lead internal immuno-oncology candidate, PPC-0921 (a PD-L1/CTLA-4 combination therapy), in November 2023, and to enable the Company to leverage its substantial commercial infrastructure — spanning twelve (12) marketed products across its oncology, immunology, and rare diseases therapeutic areas — to advance the development and potential commercialization of VRD-4187 and future product candidates derived from the VeriTCE platform. The Board believes the Transaction is consistent with the Company's long-term strategic plan, as most recently presented to and approved by the Board at its annual strategy session in February 2024, and represents a compelling use of the Company's financial resources, given the Company's current market capitalization of approximately $14.2 billion (as of June 7, 2024) and fiscal year 2023 total revenue of $4.87 billion;

WHEREAS, the purchase price for the Transaction is Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), payable at the closing of the Transaction (the "Closing"), pursuant to a Stock Purchase Agreement (the "SPA" or the "Stock Purchase Agreement") to be entered into among the Company, as buyer, Veridian, the stockholders of Veridian listed on Schedule A thereto (collectively, the "Sellers"), and David Ng, Managing Partner of Crestline Ventures, LP, in his capacity as representative of the Sellers (the "Stockholder Representative"). The SPA provides for the following payment mechanics at Closing:

(i) An indemnification escrow deposit in the amount of One Hundred Eighty Million Dollars ($180,000,000), representing twenty percent (20%) of the Purchase Price, to be deposited with Fidelis National Escrow Corp. as escrow agent (the "Escrow Agent") in accordance with the terms of the Escrow Agreement (as defined below);

(ii) A stockholder representative expense fund in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), to be deposited with the Escrow Agent for the account of the Stockholder Representative to fund expenses incurred in the administration of the Stockholder Representative's duties under the SPA and the Stockholder Representative Agreement (as defined below); and

(iii) A net closing payment to the Sellers (or their designated paying agent) in the amount of Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000), representing the Purchase Price less the indemnification escrow deposit and the stockholder representative expense fund;

WHEREAS, the SPA contains customary representations, warranties, covenants, and conditions to Closing, including, without limitation:

(a) customary representations and warranties of Veridian and the Sellers regarding corporate organization, authorization, capitalization, financial statements, absence of undisclosed liabilities, material contracts, intellectual property, regulatory compliance (including FDA compliance), employment matters, tax matters, litigation, environmental matters, insurance, and other matters, and customary representations and warranties of the Company regarding corporate organization, authorization, financing, and other matters;

(b) a material adverse effect condition (SPA § 7.2(a)), pursuant to which the Company's obligation to consummate the Closing is subject to the absence of any Material Adverse Effect (as defined in the SPA) with respect to Veridian since December 31, 2023;

(c) a no-shop provision (SPA § 5.4), restricting Veridian and the Sellers from soliciting, initiating, encouraging, or engaging in discussions or negotiations with any third party regarding any alternative acquisition proposal from the date of execution of the SPA through the earlier of the Closing or the termination of the SPA;

(d) indemnification provisions (SPA Article IX) providing for post-Closing indemnification by the Sellers (through the indemnification escrow) in favor of the Company, subject to: (I) a general indemnification cap of One Hundred Eighty Million Dollars ($180,000,000), equal to twenty percent (20%) of the Purchase Price; (II) a tipping basket (deductible) of Nine Million Dollars ($9,000,000), equal to one percent (1%) of the Purchase Price, such that Losses (as defined in the SPA) must exceed such threshold before the Sellers have any indemnification obligation, at which point the Company shall be entitled to recover all Losses from the first dollar; and (III) a special/fundamental representations cap of Nine Hundred Million Dollars ($900,000,000), equal to one hundred percent (100%) of the Purchase Price, applicable to breaches of representations and warranties regarding corporate organization, authorization, capitalization, tax matters, and brokers' fees;

(e) a reverse termination fee of Forty-Five Million Dollars ($45,000,000), equal to five percent (5%) of the Purchase Price, payable by the Company to the Stockholder Representative (for the benefit of the Sellers) in the event that the SPA is terminated as a result of a financing failure by the Company (SPA § 8.3(b)); and

(f) a target termination fee of Thirty-Six Million Dollars ($36,000,000), equal to four percent (4%) of the Purchase Price, payable by the Stockholder Representative (on behalf of the Sellers) to the Company in the event that the SPA is terminated as a result of a breach by Veridian or the Sellers of the no-shop provision set forth in SPA § 5.4 (SPA § 8.3(c));

WHEREAS, the SPA is governed by the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction, and provides for exclusive jurisdiction in the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) (SPA § 10.6). The SPA provides for an outside date (the "Outside Date") of December 10, 2024, after which either party may terminate the SPA if the Closing has not occurred (SPA § 8.1(b));

WHEREAS, the Company intends to fund the Purchase Price and the payment of fees and expenses associated with the Transaction through a combination of: (i) Five Hundred Million Dollars ($500,000,000) in proceeds from a committed senior secured term loan facility (the "Term Loan Facility"); and (ii) approximately Four Hundred Million Dollars ($400,000,000) from the Company's existing cash on hand, which the Board notes is drawn from the Company's quarter-end cash position of approximately $2.1 billion as of March 31, 2024 (the Company's most recently reported fiscal quarter), as confirmed by Catherine M. Burgess, Chief Financial Officer. In connection with the Term Loan Facility, a commitment letter (Reference No. CL-2024-PPCA-0607) dated June 7, 2024 (the "Commitment Letter") has been executed by Summit Ridge Capital Partners, LP, as lead arranger and bookrunner, and Ironclad Trust Company, N.A., as administrative agent, providing for the $500,000,000 Term Loan Facility on the following indicative terms:

(i) Interest Rate: the Secured Overnight Financing Rate ("SOFR") plus a margin of 225 basis points per annum;

(ii) Commitment Fee: 0.35% per annum on undrawn commitments, payable quarterly in arrears;

(iii) Ticking Fee: 0.175% per annum on undrawn commitments, commencing ninety (90) days after the execution of the Commitment Letter and continuing until the earlier of the Closing Date or the termination of the commitments;

(iv) Maturity: five (5) years from the Closing Date;

(v) Customary conditions precedent to drawing, including the absence of a material adverse effect, the accuracy of representations and warranties, and the execution and delivery of definitive documentation;

WHEREAS, the Company, through its antitrust counsel, Stonebridge HSW Antitrust Advisors LLP (Martin Prumvane, Partner), submitted the required pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on April 22, 2024, together with the applicable filing fee of $280,500, and received notification of the early termination of the statutory waiting period from the Federal Trade Commission (the "FTC") on May 20, 2024. No second request was issued, and no other antitrust or competition law filings are required in connection with the Transaction. The Board has been advised that no other material regulatory approvals or consents are required as a condition to the consummation of the Transaction, other than as set forth in the SPA;

WHEREAS, the Board has received the Fairness Opinion from Garrison Zanthor & Co., LLC dated June 9, 2024, addressed to the Board, to the effect that, as of such date and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein (including the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Garrison Zanthor & Co., LLC), the Purchase Price of Nine Hundred Million Dollars ($900,000,000) in cash to be paid by the Company in the Transaction is fair, from a financial point of view, to the Company. The Board notes that the Fairness Opinion was provided for the benefit and use of the Board in connection with its evaluation of the Transaction and does not constitute a recommendation as to any action the Board or any stockholder of the Company should take in connection with the Transaction or any other matter;

WHEREAS, the Board has received and reviewed the Due Diligence Memorandum from Calderwood & Harkness LLP dated June 3, 2024, which consolidates the findings from all due diligence workstreams conducted in connection with the Transaction, including the following areas: corporate organization and authority; capitalization; intellectual property and technology; material contracts; regulatory and FDA compliance; employment and employee benefits; environmental, health, and safety; tax; litigation and proceedings; insurance; real property; and clinical and scientific matters. The clinical and scientific due diligence was conducted by Broadleaf Scientific Consulting LLC (Dr. Raymond Kapoor, Managing Director), under the supervision of Calderwood & Harkness LLP. The Board notes the following key due diligence findings:

(i) Veridian's lead product candidate, VRD-4187, is currently in a Phase II clinical trial, designated the Marlowe Asset Management-2 trial (ClinicalTrials.gov Identifier: NCT05837291), evaluating VRD-4187 as a monotherapy in patients with relapsed or refractory small cell lung cancer (R/R SCLC). As of the date of the Due Diligence Memorandum, 387 patients have been enrolled across 42 clinical trial sites in the United States and Europe, with topline data expected in the first quarter of 2025;

(ii) Veridian has accumulated approximately $312 million in federal net operating loss ("NOL") carryforwards, which are subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), due to ownership changes occurring in 2020 in connection with Veridian's Series C preferred stock financing. Based on the analysis conducted by Calderwood & Harkness LLP's tax team (Leonard Cross, Tax Partner), the annual limitation on the utilization of approximately $148 million in pre-2020-change NOLs is approximately $5.9 million per year, and an additional ownership change will occur upon consummation of the Transaction, which will impose further limitations on the post-Closing utilization of all of Veridian's accumulated NOLs;

(iii) Veridian is a clinical-stage company with no product revenue to date. For the fiscal year ended December 31, 2023, Veridian reported a net loss of approximately $87.3 million (audited by Severin Beck CPAs LLP), driven primarily by research and development expenses related to the Marlowe Asset Management-2 trial, platform development costs, and general and administrative expenses; and

(iv) As of the date of the Due Diligence Memorandum, Veridian has approximately 148 employees, substantially all of whom are located in Cambridge, Massachusetts. The diligence review did not identify any material employment or labor disputes, and Veridian is not a party to any collective bargaining agreement;

WHEREAS, the Company, through Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, Managing Director), acting as the Company's insurance broker, has procured a buyer-side representation and warranty insurance policy (Policy No. AIC-RWI-2024-07892) (the "R&W Insurance Policy") from Atlas Indemnity Insurance Co. (the "R&W Insurer"), providing coverage for breaches of the Sellers' representations and warranties in the SPA, on the following terms:

(i) Policy Limit: $180,000,000 (equal to the indemnification escrow amount);

(ii) Self-Insured Retention (SIR): $9,000,000 (equal to the tipping basket amount under the SPA);

(iii) Premium: $3,960,000 (approximately 2.2% of the policy limit);

(iv) Underwriting Fee: $75,000; and

(v) Binding: the R&W Insurance Policy will be bound upon execution of the SPA;

WHEREAS, in connection with the SPA, the Company will enter into certain ancillary agreements and related documents, including:

(a) an Escrow Agreement (the "Escrow Agreement") among the Company, David Ng as Stockholder Representative, and Fidelis National Escrow Corp. as Escrow Agent, governing the establishment, maintenance, and release of the indemnification escrow account and the stockholder representative expense fund account;

(b) a Stockholder Representative Agreement (the "Stockholder Representative Agreement") among the Sellers and David Ng, appointing David Ng as Stockholder Representative and setting forth the terms of his authority and the procedures for his actions on behalf of the Sellers;

(c) Non-Competition and Non-Solicitation Agreements (the "Restrictive Covenant Agreements") with Dr. Julian Marek, Chief Executive Officer and Co-Founder of Veridian (holding approximately 8.4% of the outstanding equity of Veridian), and Dr. Priya Chandrasekaran, Chief Scientific Officer and Co-Founder of Veridian (holding approximately 6.2% of the outstanding equity of Veridian), each containing customary non-competition and non-solicitation covenants for a period of three (3) years following the Closing;

(d) a Transition Services Agreement (the "Transition Services Agreement") between the Company and Veridian, pursuant to which Veridian's existing management team will provide certain transitional support services to the Company for a period of up to twelve (12) months following the Closing;

(e) a Side Letter regarding Financing Cooperation Obligations (the "Financing Cooperation Side Letter") among the Company, Veridian, and the Stockholder Representative, setting forth the obligations of Veridian and the Sellers to cooperate with the Company in connection with the Company's financing of the Transaction; and

(f) Forms of Closing Certificates, including officer's certificates, secretary's certificates, FIRPTA certificates, and bring-down certificates, in substantially the forms attached to the SPA as exhibits (the "Closing Certificates");

(collectively, the agreements described in clauses (a) through (f) above, the "Ancillary Agreements" and, together with the SPA, the "Transaction Documents");

WHEREAS, in connection with the Transaction, the Company has retained and been advised by the following advisors:

(i) Calderwood & Harkness LLP, as outside legal counsel to the Company, with the following key professionals: Oliver Mackenzie, Responsible Partner; Harrison Wexford, Billing Partner; Megan Chu, Lead Associate; Derek Okonkwo, Working Associate; and Leonard Cross, Tax Partner;

(ii) Garrison Zanthor & Co., LLC, as financial advisor to the Company, with Kevin Driscoll, Managing Director, leading the engagement;

(iii) Broadleaf Scientific Consulting LLC, as clinical and scientific due diligence advisor, with Dr. Raymond Kapoor, Managing Director, leading the clinical and scientific review of VRD-4187 and the VeriTCE platform; and

(iv) Stonebridge HSW Antitrust Advisors LLP, as antitrust counsel to the Company, with Martin Prumvane, Partner, leading the HSR Act filing and antitrust analysis;

The Board further notes that Veridian is represented by Zalcourt Archer & Cole LLP (Rebecca Whitmore, Lead Partner) as its outside legal counsel and advised by Ridgeway Partners LLC (Laura Beckett, Managing Director) as its financial advisor; and

WHEREAS, the Board, having carefully considered all relevant factors in connection with the Transaction, including, without limitation: (i) the strategic rationale for the Transaction, including the opportunity to replenish the Company's immuno-oncology pipeline and leverage its commercial infrastructure; (ii) the Fairness Opinion delivered by Garrison Zanthor & Co., LLC; (iii) the findings and conclusions set forth in the Due Diligence Memorandum prepared by Calderwood & Harkness LLP; (iv) the terms and conditions of the Transaction Documents, including the Purchase Price, the indemnification structure, the escrow mechanics, the termination provisions, and the representations and warranties; (v) the financing arrangements, including the Commitment Letter and the availability of the Company's cash on hand; (vi) the regulatory approvals obtained, including the early termination of the HSR Act waiting period; (vii) the R&W Insurance Policy procured by the Company; (viii) the advice of the Company's legal and financial advisors; (ix) the risks and potential benefits of the Transaction, including the clinical-stage nature of Veridian's product candidates and the lack of any current revenue from Veridian's operations; and (x) such other factors as the Board deemed relevant in its business judgment, has determined that the Transaction, on the terms and conditions set forth in the Transaction Documents, is advisable and fair to, and in the best interests of, the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

I. Approval of the Transaction

RESOLVED, that the acquisition by the Company of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash, on the terms and conditions set forth in the Stock Purchase Agreement substantially in the form presented to and reviewed by the Board, is hereby approved and declared advisable in all respects.

RESOLVED, that the Board has determined, in the exercise of its business judgment and in fulfillment of its fiduciary duties under the laws of the State of Delaware, that the Transaction, on the terms and conditions set forth in the Transaction Documents, is fair to, and in the best interests of, the Company and its stockholders, and the Board hereby recommends the Transaction for all purposes required under the DGCL, the Company's Amended and Restated Certificate of Incorporation, the Bylaws, and any applicable listing rules of The Nasdaq Stock Market LLC.

II. Authorization of Transaction Documents

RESOLVED, that the execution, delivery, and performance by the Company of the Stock Purchase Agreement, dated as of June 10, 2024, among Penterra Pharmaceuticals Corp., as buyer, Veridian Biosciences, Inc., the Sellers named therein, and David Ng, as Stockholder Representative, substantially in the form presented to and reviewed by the Board (a copy of which has been made available to each director), together with such changes, amendments, modifications, additions, or deletions thereto as the officers of the Company executing the same shall approve in their discretion (such approval to be conclusively evidenced by such officers' execution and delivery thereof), are hereby authorized, approved, and ratified in all respects.

RESOLVED, that the execution, delivery, and performance by the Company of each of the Ancillary Agreements, including:

(a) the Escrow Agreement, among the Company, David Ng as Stockholder Representative, and Fidelis National Escrow Corp. as Escrow Agent;

(b) the Stockholder Representative Agreement;

(d) the Transition Services Agreement;

(e) the Side Letter regarding Financing Cooperation Obligations; and

(f) the Forms of Closing Certificates contemplated by the SPA,

in each case substantially in the forms presented to and reviewed by the Board, together with such changes, amendments, modifications, additions, or deletions thereto as the officers of the Company executing the same shall approve in their discretion (such approval to be conclusively evidenced by such officers' execution and delivery thereof), are hereby authorized, approved, and ratified in all respects.

RESOLVED, that the Disclosure Schedules to the Stock Purchase Agreement, in the form reviewed by the Board, are hereby acknowledged and approved, and the officers of the Company are hereby authorized to negotiate and agree to any changes, updates, or supplements to the Disclosure Schedules prior to Closing as may be necessary or appropriate in their discretion.

III. Authorization of Financing

RESOLVED, that the Company is hereby authorized to enter into the $500,000,000 Term Loan Facility contemplated by the Commitment Letter (Reference No. CL-2024-PPCA-0607) dated June 7, 2024, executed by Summit Ridge Capital Partners, LP, as lead arranger and bookrunner, and Ironclad Trust Company, N.A., as administrative agent, and to execute and deliver the definitive credit agreement, security documents, pledge agreements, guarantees, and all related financing documents contemplated thereby (collectively, the "Financing Documents"), and to draw upon such Term Loan Facility to fund the Purchase Price and related transaction expenses at or prior to the Closing. The officers of the Company are hereby authorized to negotiate the terms of the Financing Documents and to execute and deliver the same, with such terms, conditions, and provisions as such officers shall approve in their discretion (such approval to be conclusively evidenced by such officers' execution and delivery thereof).

RESOLVED, that the Company is further authorized to fund up to Four Hundred Million Dollars ($400,000,000) of the Purchase Price and related transaction expenses from the Company's existing cash on hand, and the officers of the Company are hereby authorized to take all actions necessary to effectuate such funding, including instructing the Company's banks and custodians to wire transfer or otherwise remit such funds at or prior to the Closing.

IV. Authorization of Officers

RESOLVED, that Dr. Anand Rajagopal, President and Chief Executive Officer, and Thomas F. Holbrook, Senior Vice President, General Counsel and Secretary, and each of them (each, an "Authorized Officer"), acting singly or together, are hereby authorized, empowered, and directed to execute and deliver, in the name and on behalf of the Company, and to cause the Company to perform its obligations under:

(a) the Stock Purchase Agreement;

(b) each of the Ancillary Agreements;

(d) the R&W Insurance Policy application, binder, policy, and all related documents;

(e) any and all certificates, instruments, agreements, documents, or other writings contemplated by, or required to be executed and delivered in connection with, the Transaction, including officer's certificates, secretary's certificates, closing certificates, FIRPTA certificates, bring-down certificates, and any certificates required by the Escrow Agent, the R&W Insurer, the lenders under the Term Loan Facility, or any governmental authority; and

(f) any amendments, modifications, waivers, supplements, consents, or extensions to or of any of the foregoing,

in each case with such changes, additions, deletions, or modifications as such Authorized Officer shall approve in his discretion, the execution and delivery of any such document by such Authorized Officer to be conclusive evidence of his approval of the terms thereof and the authorization of the Company to enter into and perform its obligations thereunder.

V. Authorization of Regulatory Filings

RESOLVED, that the Authorized Officers, and each of them, are hereby authorized, empowered, and directed to make, execute, file, and deliver all applications, filings, registrations, notices, certificates, reports, and other documents with any federal, state, local, or foreign governmental authority, regulatory body, self-regulatory organization, or stock exchange as may be necessary or desirable in connection with the Transaction, including, without limitation:

(a) any filings, reports, or notices required to be made with or provided to the Securities and Exchange Commission (the "SEC"), including any Current Report on Form 8-K;

(b) any filings, reports, or notices required to be made with or provided to the Federal Trade Commission (the "FTC") or the Antitrust Division of the United States Department of Justice (the "DOJ"), it being noted that the HSR Act pre-merger notification was submitted on April 22, 2024, with a filing fee of $280,500, and early termination of the statutory waiting period was granted by the FTC on May 20, 2024;

(d) any filings, notices, or applications required by The Nasdaq Stock Market LLC; and

(e) any other filings, notices, applications, or registrations with any other applicable governmental authority, regulatory body, or self-regulatory organization;

and the Authorized Officers are hereby authorized to pay all filing fees, application fees, and other amounts payable in connection with any such filings.

VI. Authorization of Escrow and Payment Mechanics

RESOLVED, that the Authorized Officers are hereby authorized and directed to cause the Company to deposit, at or prior to the Closing, and in accordance with the terms and conditions of the SPA and the Escrow Agreement:

(a) One Hundred Eighty Million Dollars ($180,000,000) in immediately available funds in the indemnification escrow account established with Fidelis National Escrow Corp. as Escrow Agent;

(b) Two Million Five Hundred Thousand Dollars ($2,500,000) in immediately available funds in the stockholder representative expense fund account established with Fidelis National Escrow Corp. as Escrow Agent; and

(c) Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000) in immediately available funds as the net closing payment to the Sellers, or to such paying agent as may be designated in the SPA or the Ancillary Agreements, by wire transfer to such account or accounts as may be specified in writing by the Stockholder Representative in accordance with the SPA.

The Authorized Officers are further authorized to negotiate and agree upon the wire transfer instructions, payment timing, and other payment mechanics as may be necessary or appropriate to effectuate the payment of the Purchase Price in accordance with the SPA and the Escrow Agreement.

VII. Authorization of R&W Insurance

RESOLVED, that the procurement by the Company, through Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, Managing Director), of the buyer-side representation and warranty insurance policy (Policy No. AIC-RWI-2024-07892) from Atlas Indemnity Insurance Co., with a policy limit of $180,000,000, a self-insured retention of $9,000,000, a premium of $3,960,000, and an underwriting fee of $75,000 (the "R&W Insurance Policy"), is hereby ratified, confirmed, and approved in all respects. The Authorized Officers are hereby authorized to execute and deliver the R&W Insurance Policy application, binder, policy, and all related documents and instruments, and to pay the premium, underwriting fee, and any other amounts payable in connection therewith, from the Company's general corporate funds.

VIII. Engagement and Compensation of Advisors

RESOLVED, that the engagement by the Company of the following advisors in connection with the Transaction, and the payment of all fees, expenses, disbursements, and other amounts payable to such advisors pursuant to their respective engagement letters, are hereby ratified, confirmed, and approved in all respects:

(a) Calderwood & Harkness LLP, as outside legal counsel to the Company;

(b) Garrison Zanthor & Co., LLC, as financial advisor to the Company;

(d) Stonebridge HSW Antitrust Advisors LLP, as antitrust counsel to the Company.

The Authorized Officers are hereby authorized to approve and cause the Company to pay all invoices, fees, expenses, and other amounts due and owing to such advisors in connection with the Transaction, in accordance with the terms of the applicable engagement letters.

IX. General Authority

RESOLVED, that the Authorized Officers, and each of them, acting singly or together, are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further instruments, documents, certificates, and agreements, in the name and on behalf of the Company, as they may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the Transaction Documents, including, without limitation, the payment of all fees, costs, expenses, taxes, filing fees, and other amounts incurred in connection therewith, the execution and delivery of any powers of attorney, the retention of any additional advisors or consultants, and the taking of any actions reasonably required by any governmental authority, regulatory body, escrow agent, insurer, or lender. The determination of any Authorized Officer that any such action is necessary, appropriate, or desirable shall be conclusive evidence of such necessity, appropriateness, or desirability.

RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with or in furtherance of the Transaction and the matters contemplated by these resolutions, including, without limitation, the negotiation of the Transaction Documents, the engagement of advisors, the submission of the HSR Act filing, the procurement of the R&W Insurance Policy, the execution of the Commitment Letter, and any communications with governmental authorities, regulatory bodies, or third parties, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

X. Omnibus Provisions

RESOLVED, that these resolutions may be executed in one or more counterparts (including by means of facsimile or electronic signature in portable document format (PDF)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile, email, or other electronic transmission shall be effective as delivery of a manually executed counterpart.

RESOLVED, that these resolutions shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained in the corporate records of the Company at its principal executive offices.

RESOLVED, that the Secretary of the Company is hereby authorized and directed to insert copies of the Transaction Documents and all related materials referenced herein in the minute books of the Company.

SIGNATURES

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Penterra Pharmaceuticals Corp., have executed this Unanimous Written Consent as of the date first set forth above, effective as of June 10, 2024.

________________________________________

Margaret Liu Whitfield Board Chair and Independent Director

Date: June 10, 2024

________________________________________

Dr. Anand Rajagopal Director, President and Chief Executive Officer

Date: June 10, 2024

________________________________________

Dr. Eleanor R. Voss Independent Director

Date: June 10, 2024

________________________________________

James T. Hargrove Independent Director

Date: June 10, 2024

________________________________________

Susan K. Nakamura Independent Director

Date: June 10, 2024

________________________________________

Richard A. Cavanaugh Independent Director

Date: June 10, 2024

________________________________________

Dr. Fiona M. Abernathy Independent Director

Date: June 10, 2024

________________________________________

Paul D. Levinson Independent Director

Date: June 10, 2024

________________________________________

Carmen G. Torres-Webb Independent Director

Date: June 10, 2024

SECRETARY'S CERTIFICATION

I, Thomas F. Holbrook, hereby certify that:

1. I am the duly appointed, qualified, and acting Senior Vice President, General Counsel and Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company").

2. The foregoing Unanimous Written Consent of the Board of Directors of the Company (the "Written Consent") was duly adopted by the unanimous written consent of all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of June 10, 2024.

3. The Written Consent was executed by all nine (9) members of the Board of Directors of the Company, constituting the entire Board of Directors, and each such director was duly elected or appointed and qualified to serve as a director of the Company as of the date of the Written Consent.

4. The resolutions set forth in the Written Consent have not been amended, modified, supplemented, or rescinded in any respect and remain in full force and effect as of the date hereof.

5. The Written Consent has been filed with the minutes of the proceedings of the Board of Directors and is maintained in the corporate records of the Company at its principal executive offices in Princeton, New Jersey.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of June 10, 2024.

________________________________________

Thomas F. Holbrook Senior Vice President, General Counsel and Secretary Penterra Pharmaceuticals Corp.

Date: June 10, 2024

[CORPORATE SEAL]

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
PENTERRA PHARMACEUTICALS CORP.
IN LIEU OF A SPECIAL MEETING
Effective as of June 10, 2024
Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540 Nasdaq: PPCA
Delaware Registered Agent: Capitol Corporate Services, Inc. 1675 South Ashbury Asset Advisors, Suite B Dover, Delaware 19901
Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166
PREAMBLE
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of June 10, 2024, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, as amended (the "Bylaws"). This action by written consent shall have the same force and effect as if such resolutions had been duly adopted at a special meeting of the Board duly called and held for such purposes, at which all directors were present and voting.
Margaret Liu Whitfield serves as Chair of the Board and has coordinated the circulation of this written consent among the directors. Each of the undersigned directors acknowledges that he or she has had a full and adequate opportunity to review, consider, and discuss the matters set forth herein, including through a series of Board meetings and presentations held on May 15, 2024, May 28, 2024, June 3, 2024, June 6, 2024, and June 9, 2024, and through individual consultations with the Company's management, legal counsel, and financial advisor.
The Board has received and carefully reviewed the following materials in connection with the proposed transaction described below:
(a) presentations from the Company's management, including Dr. Anand Rajagopal, President and Chief Executive Officer; Catherine M. Burgess, Executive Vice President and Chief Financial Officer; Thomas F. Holbrook, Senior Vice President, General Counsel and Secretary; and Natalie Reiner, Senior Vice President, Corporate Development, each of whom presented analyses, strategic rationale, and financial projections related to the proposed transaction at the Board meetings referenced above;
(b) a comprehensive transaction summary presentation prepared jointly by the Company's outside counsel, Calderwood & Harkness LLP (Oliver Mackenzie, Partner), and the Company's financial advisor, Garrison Zanthor & Co., LLC (Kevin Driscoll, Managing Director), dated June 9, 2024, setting forth a detailed summary of the terms and conditions of the proposed Stock Purchase Agreement and the Ancillary Agreements (each as defined below), the results of due diligence, the proposed financing structure, and the key risk factors associated with the transaction;
(c) a due diligence summary memorandum from Calderwood & Harkness LLP dated June 3, 2024 (the "Due Diligence Memorandum"), consolidating the findings from all due diligence workstreams conducted in connection with the proposed transaction; and
(d) a fairness opinion delivered by Garrison Zanthor & Co., LLC on June 9, 2024 (the "Fairness Opinion"), addressed to the Board, to the effect that, as of such date and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the purchase price to be paid by the Company in the proposed transaction is fair, from a financial point of view, to the Company.
Each member of the Board has had the opportunity to ask questions of, and receive answers from, the Company's management, legal counsel, and financial advisor, and has been afforded the opportunity to consult with his or her own legal and financial advisors as deemed appropriate.
RECITALS
WHEREAS, the Company proposes to acquire one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target"), a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 550 Gateway Drive, Cambridge, Massachusetts 02142. Veridian is a privately held, clinical-stage biotechnology company focused on the discovery and development of immuno-oncology therapeutics, including its lead product candidate VRD-4187, a bispecific T-cell engager targeting DLL3-expressing tumors in small cell lung cancer and other neuroendocrine malignancies, and its proprietary VeriTCE bispecific antibody discovery and engineering platform (collectively, the "Veridian Assets"). The acquisition of Veridian and the Veridian Assets is referred to herein as the "Transaction";
WHEREAS, the Transaction is intended to bolster the Company's immuno-oncology pipeline, which experienced a significant setback following the Phase III futility analysis and subsequent discontinuation of the Company's lead internal immuno-oncology candidate, PPC-0921 (a PD-L1/CTLA-4 combination therapy), in November 2023, and to enable the Company to leverage its substantial commercial infrastructure — spanning twelve (12) marketed products across its oncology, immunology, and rare diseases therapeutic areas — to advance the development and potential commercialization of VRD-4187 and future product candidates derived from the VeriTCE platform. The Board believes the Transaction is consistent with the Company's long-term strategic plan, as most recently presented to and approved by the Board at its annual strategy session in February 2024, and represents a compelling use of the Company's financial resources, given the Company's current market capitalization of approximately $14.2 billion (as of June 7, 2024) and fiscal year 2023 total revenue of $4.87 billion;
WHEREAS, the purchase price for the Transaction is Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), payable at the closing of the Transaction (the "Closing"), pursuant to a Stock Purchase Agreement (the "SPA" or the "Stock Purchase Agreement") to be entered into among the Company, as buyer, Veridian, the stockholders of Veridian listed on Schedule A thereto (collectively, the "Sellers"), and David Ng, Managing Partner of Crestline Ventures, LP, in his capacity as representative of the Sellers (the "Stockholder Representative"). The SPA provides for the following payment mechanics at Closing:
(i) An indemnification escrow deposit in the amount of One Hundred Eighty Million Dollars ($180,000,000), representing twenty percent (20%) of the Purchase Price, to be deposited with Fidelis National Escrow Corp. as escrow agent (the "Escrow Agent") in accordance with the terms of the Escrow Agreement (as defined below);
(ii) A stockholder representative expense fund in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), to be deposited with the Escrow Agent for the account of the Stockholder Representative to fund expenses incurred in the administration of the Stockholder Representative's duties under the SPA and the Stockholder Representative Agreement (as defined below); and
(iii) A net closing payment to the Sellers (or their designated paying agent) in the amount of Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000), representing the Purchase Price less the indemnification escrow deposit and the stockholder representative expense fund;
WHEREAS, the SPA contains customary representations, warranties, covenants, and conditions to Closing, including, without limitation:
(a) customary representations and warranties of Veridian and the Sellers regarding corporate organization, authorization, capitalization, financial statements, absence of undisclosed liabilities, material contracts, intellectual property, regulatory compliance (including FDA compliance), employment matters, tax matters, litigation, environmental matters, insurance, and other matters, and customary representations and warranties of the Company regarding corporate organization, authorization, financing, and other matters;
(b) a material adverse effect condition (SPA § 7.2(a)), pursuant to which the Company's obligation to consummate the Closing is subject to the absence of any Material Adverse Effect (as defined in the SPA) with respect to Veridian since December 31, 2023;
(c) a no-shop provision (SPA § 5.4), restricting Veridian and the Sellers from soliciting, initiating, encouraging, or engaging in discussions or negotiations with any third party regarding any alternative acquisition proposal from the date of execution of the SPA through the earlier of the Closing or the termination of the SPA;
(d) indemnification provisions (SPA Article IX) providing for post-Closing indemnification by the Sellers (through the indemnification escrow) in favor of the Company, subject to: (I) a general indemnification cap of One Hundred Eighty Million Dollars ($180,000,000), equal to twenty percent (20%) of the Purchase Price; (II) a tipping basket (deductible) of Nine Million Dollars ($9,000,000), equal to one percent (1%) of the Purchase Price, such that Losses (as defined in the SPA) must exceed such threshold before the Sellers have any indemnification obligation, at which point the Company shall be entitled to recover all Losses from the first dollar; and (III) a special/fundamental representations cap of Nine Hundred Million Dollars ($900,000,000), equal to one hundred percent (100%) of the Purchase Price, applicable to breaches of representations and warranties regarding corporate organization, authorization, capitalization, tax matters, and brokers' fees;
(e) a reverse termination fee of Forty-Five Million Dollars ($45,000,000), equal to five percent (5%) of the Purchase Price, payable by the Company to the Stockholder Representative (for the benefit of the Sellers) in the event that the SPA is terminated as a result of a financing failure by the Company (SPA § 8.3(b)); and
(f) a target termination fee of Thirty-Six Million Dollars ($36,000,000), equal to four percent (4%) of the Purchase Price, payable by the Stockholder Representative (on behalf of the Sellers) to the Company in the event that the SPA is terminated as a result of a breach by Veridian or the Sellers of the no-shop provision set forth in SPA § 5.4 (SPA § 8.3(c));
WHEREAS, the SPA is governed by the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction, and provides for exclusive jurisdiction in the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) (SPA § 10.6). The SPA provides for an outside date (the "Outside Date") of December 10, 2024, after which either party may terminate the SPA if the Closing has not occurred (SPA § 8.1(b));
WHEREAS, the Company intends to fund the Purchase Price and the payment of fees and expenses associated with the Transaction through a combination of: (i) Five Hundred Million Dollars ($500,000,000) in proceeds from a committed senior secured term loan facility (the "Term Loan Facility"); and (ii) approximately Four Hundred Million Dollars ($400,000,000) from the Company's existing cash on hand, which the Board notes is drawn from the Company's quarter-end cash position of approximately $2.1 billion as of March 31, 2024 (the Company's most recently reported fiscal quarter), as confirmed by Catherine M. Burgess, Chief Financial Officer. In connection with the Term Loan Facility, a commitment letter (Reference No. CL-2024-PPCA-0607) dated June 7, 2024 (the "Commitment Letter") has been executed by Summit Ridge Capital Partners, LP, as lead arranger and bookrunner, and Ironclad Trust Company, N.A., as administrative agent, providing for the $500,000,000 Term Loan Facility on the following indicative terms:
(i) Interest Rate: the Secured Overnight Financing Rate ("SOFR") plus a margin of 225 basis points per annum;
(ii) Commitment Fee: 0.35% per annum on undrawn commitments, payable quarterly in arrears;
(iii) Ticking Fee: 0.175% per annum on undrawn commitments, commencing ninety (90) days after the execution of the Commitment Letter and continuing until the earlier of the Closing Date or the termination of the commitments;
(iv) Maturity: five (5) years from the Closing Date;
(v) Customary conditions precedent to drawing, including the absence of a material adverse effect, the accuracy of representations and warranties, and the execution and delivery of definitive documentation;
WHEREAS, the Company, through its antitrust counsel, Stonebridge HSW Antitrust Advisors LLP (Martin Prumvane, Partner), submitted the required pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on April 22, 2024, together with the applicable filing fee of $280,500, and received notification of the early termination of the statutory waiting period from the Federal Trade Commission (the "FTC") on May 20, 2024. No second request was issued, and no other antitrust or competition law filings are required in connection with the Transaction. The Board has been advised that no other material regulatory approvals or consents are required as a condition to the consummation of the Transaction, other than as set forth in the SPA;
WHEREAS, the Board has received the Fairness Opinion from Garrison Zanthor & Co., LLC dated June 9, 2024, addressed to the Board, to the effect that, as of such date and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein (including the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Garrison Zanthor & Co., LLC), the Purchase Price of Nine Hundred Million Dollars ($900,000,000) in cash to be paid by the Company in the Transaction is fair, from a financial point of view, to the Company. The Board notes that the Fairness Opinion was provided for the benefit and use of the Board in connection with its evaluation of the Transaction and does not constitute a recommendation as to any action the Board or any stockholder of the Company should take in connection with the Transaction or any other matter;
WHEREAS, the Board has received and reviewed the Due Diligence Memorandum from Calderwood & Harkness LLP dated June 3, 2024, which consolidates the findings from all due diligence workstreams conducted in connection with the Transaction, including the following areas: corporate organization and authority; capitalization; intellectual property and technology; material contracts; regulatory and FDA compliance; employment and employee benefits; environmental, health, and safety; tax; litigation and proceedings; insurance; real property; and clinical and scientific matters. The clinical and scientific due diligence was conducted by Broadleaf Scientific Consulting LLC (Dr. Raymond Kapoor, Managing Director), under the supervision of Calderwood & Harkness LLP. The Board notes the following key due diligence findings:
(i) Veridian's lead product candidate, VRD-4187, is currently in a Phase II clinical trial, designated the Marlowe Asset Management-2 trial (ClinicalTrials.gov Identifier: NCT05837291), evaluating VRD-4187 as a monotherapy in patients with relapsed or refractory small cell lung cancer (R/R SCLC). As of the date of the Due Diligence Memorandum, 387 patients have been enrolled across 42 clinical trial sites in the United States and Europe, with topline data expected in the first quarter of 2025;
(ii) Veridian has accumulated approximately $312 million in federal net operating loss ("NOL") carryforwards, which are subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), due to ownership changes occurring in 2020 in connection with Veridian's Series C preferred stock financing. Based on the analysis conducted by Calderwood & Harkness LLP's tax team (Leonard Cross, Tax Partner), the annual limitation on the utilization of approximately $148 million in pre-2020-change NOLs is approximately $5.9 million per year, and an additional ownership change will occur upon consummation of the Transaction, which will impose further limitations on the post-Closing utilization of all of Veridian's accumulated NOLs;
(iii) Veridian is a clinical-stage company with no product revenue to date. For the fiscal year ended December 31, 2023, Veridian reported a net loss of approximately $87.3 million (audited by Severin Beck CPAs LLP), driven primarily by research and development expenses related to the Marlowe Asset Management-2 trial, platform development costs, and general and administrative expenses; and
(iv) As of the date of the Due Diligence Memorandum, Veridian has approximately 148 employees, substantially all of whom are located in Cambridge, Massachusetts. The diligence review did not identify any material employment or labor disputes, and Veridian is not a party to any collective bargaining agreement;
WHEREAS, the Company, through Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, Managing Director), acting as the Company's insurance broker, has procured a buyer-side representation and warranty insurance policy (Policy No. AIC-RWI-2024-07892) (the "R&W Insurance Policy") from Atlas Indemnity Insurance Co. (the "R&W Insurer"), providing coverage for breaches of the Sellers' representations and warranties in the SPA, on the following terms:
(i) Policy Limit: $180,000,000 (equal to the indemnification escrow amount);
(ii) Self-Insured Retention (SIR): $9,000,000 (equal to the tipping basket amount under the SPA);
(iii) Premium: $3,960,000 (approximately 2.2% of the policy limit);
(iv) Underwriting Fee: $75,000; and
(v) Binding: the R&W Insurance Policy will be bound upon execution of the SPA;
WHEREAS, in connection with the SPA, the Company will enter into certain ancillary agreements and related documents, including:
(a) an Escrow Agreement (the "Escrow Agreement") among the Company, David Ng as Stockholder Representative, and Fidelis National Escrow Corp. as Escrow Agent, governing the establishment, maintenance, and release of the indemnification escrow account and the stockholder representative expense fund account;
(b) a Stockholder Representative Agreement (the "Stockholder Representative Agreement") among the Sellers and David Ng, appointing David Ng as Stockholder Representative and setting forth the terms of his authority and the procedures for his actions on behalf of the Sellers;
(c) Non-Competition and Non-Solicitation Agreements (the "Restrictive Covenant Agreements") with Dr. Julian Marek, Chief Executive Officer and Co-Founder of Veridian (holding approximately 8.4% of the outstanding equity of Veridian), and Dr. Priya Chandrasekaran, Chief Scientific Officer and Co-Founder of Veridian (holding approximately 6.2% of the outstanding equity of Veridian), each containing customary non-competition and non-solicitation covenants for a period of three (3) years following the Closing;
(d) a Transition Services Agreement (the "Transition Services Agreement") between the Company and Veridian, pursuant to which Veridian's existing management team will provide certain transitional support services to the Company for a period of up to twelve (12) months following the Closing;
(e) a Side Letter regarding Financing Cooperation Obligations (the "Financing Cooperation Side Letter") among the Company, Veridian, and the Stockholder Representative, setting forth the obligations of Veridian and the Sellers to cooperate with the Company in connection with the Company's financing of the Transaction; and
(f) Forms of Closing Certificates, including officer's certificates, secretary's certificates, FIRPTA certificates, and bring-down certificates, in substantially the forms attached to the SPA as exhibits (the "Closing Certificates");
(collectively, the agreements described in clauses (a) through (f) above, the "Ancillary Agreements" and, together with the SPA, the "Transaction Documents");
WHEREAS, in connection with the Transaction, the Company has retained and been advised by the following advisors:
(i) Calderwood & Harkness LLP, as outside legal counsel to the Company, with the following key professionals: Oliver Mackenzie, Responsible Partner; Harrison Wexford, Billing Partner; Megan Chu, Lead Associate; Derek Okonkwo, Working Associate; and Leonard Cross, Tax Partner;
(ii) Garrison Zanthor & Co., LLC, as financial advisor to the Company, with Kevin Driscoll, Managing Director, leading the engagement;
(iii) Broadleaf Scientific Consulting LLC, as clinical and scientific due diligence advisor, with Dr. Raymond Kapoor, Managing Director, leading the clinical and scientific review of VRD-4187 and the VeriTCE platform; and
(iv) Stonebridge HSW Antitrust Advisors LLP, as antitrust counsel to the Company, with Martin Prumvane, Partner, leading the HSR Act filing and antitrust analysis;
The Board further notes that Veridian is represented by Zalcourt Archer & Cole LLP (Rebecca Whitmore, Lead Partner) as its outside legal counsel and advised by Ridgeway Partners LLC (Laura Beckett, Managing Director) as its financial advisor; and
WHEREAS, the Board, having carefully considered all relevant factors in connection with the Transaction, including, without limitation: (i) the strategic rationale for the Transaction, including the opportunity to replenish the Company's immuno-oncology pipeline and leverage its commercial infrastructure; (ii) the Fairness Opinion delivered by Garrison Zanthor & Co., LLC; (iii) the findings and conclusions set forth in the Due Diligence Memorandum prepared by Calderwood & Harkness LLP; (iv) the terms and conditions of the Transaction Documents, including the Purchase Price, the indemnification structure, the escrow mechanics, the termination provisions, and the representations and warranties; (v) the financing arrangements, including the Commitment Letter and the availability of the Company's cash on hand; (vi) the regulatory approvals obtained, including the early termination of the HSR Act waiting period; (vii) the R&W Insurance Policy procured by the Company; (viii) the advice of the Company's legal and financial advisors; (ix) the risks and potential benefits of the Transaction, including the clinical-stage nature of Veridian's product candidates and the lack of any current revenue from Veridian's operations; and (x) such other factors as the Board deemed relevant in its business judgment, has determined that the Transaction, on the terms and conditions set forth in the Transaction Documents, is advisable and fair to, and in the best interests of, the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
I. Approval of the Transaction
RESOLVED, that the acquisition by the Company of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash, on the terms and conditions set forth in the Stock Purchase Agreement substantially in the form presented to and reviewed by the Board, is hereby approved and declared advisable in all respects.
RESOLVED, that the Board has determined, in the exercise of its business judgment and in fulfillment of its fiduciary duties under the laws of the State of Delaware, that the Transaction, on the terms and conditions set forth in the Transaction Documents, is fair to, and in the best interests of, the Company and its stockholders, and the Board hereby recommends the Transaction for all purposes required under the DGCL, the Company's Amended and Restated Certificate of Incorporation, the Bylaws, and any applicable listing rules of The Nasdaq Stock Market LLC.
II. Authorization of Transaction Documents
RESOLVED, that the execution, delivery, and performance by the Company of the Stock Purchase Agreement, dated as of June 10, 2024, among Penterra Pharmaceuticals Corp., as buyer, Veridian Biosciences, Inc., the Sellers named therein, and David Ng, as Stockholder Representative, substantially in the form presented to and reviewed by the Board (a copy of which has been made available to each director), together with such changes, amendments, modifications, additions, or deletions thereto as the officers of the Company executing the same shall approve in their discretion (such approval to be conclusively evidenced by such officers' execution and delivery thereof), are hereby authorized, approved, and ratified in all respects.
RESOLVED, that the execution, delivery, and performance by the Company of each of the Ancillary Agreements, including:
(a) the Escrow Agreement, among the Company, David Ng as Stockholder Representative, and Fidelis National Escrow Corp. as Escrow Agent;
(b) the Stockholder Representative Agreement;
(c) the Non-Competition and Non-Solicitation Agreements with Dr. Julian Marek and Dr. Priya Chandrasekaran;
(d) the Transition Services Agreement;
(e) the Side Letter regarding Financing Cooperation Obligations; and
(f) the Forms of Closing Certificates contemplated by the SPA,
in each case substantially in the forms presented to and reviewed by the Board, together with such changes, amendments, modifications, additions, or deletions thereto as the officers of the Company executing the same shall approve in their discretion (such approval to be conclusively evidenced by such officers' execution and delivery thereof), are hereby authorized, approved, and ratified in all respects.
RESOLVED, that the Disclosure Schedules to the Stock Purchase Agreement, in the form reviewed by the Board, are hereby acknowledged and approved, and the officers of the Company are hereby authorized to negotiate and agree to any changes, updates, or supplements to the Disclosure Schedules prior to Closing as may be necessary or appropriate in their discretion.
III. Authorization of Financing
RESOLVED, that the Company is hereby authorized to enter into the $500,000,000 Term Loan Facility contemplated by the Commitment Letter (Reference No. CL-2024-PPCA-0607) dated June 7, 2024, executed by Summit Ridge Capital Partners, LP, as lead arranger and bookrunner, and Ironclad Trust Company, N.A., as administrative agent, and to execute and deliver the definitive credit agreement, security documents, pledge agreements, guarantees, and all related financing documents contemplated thereby (collectively, the "Financing Documents"), and to draw upon such Term Loan Facility to fund the Purchase Price and related transaction expenses at or prior to the Closing. The officers of the Company are hereby authorized to negotiate the terms of the Financing Documents and to execute and deliver the same, with such terms, conditions, and provisions as such officers shall approve in their discretion (such approval to be conclusively evidenced by such officers' execution and delivery thereof).
RESOLVED, that the Company is further authorized to fund up to Four Hundred Million Dollars ($400,000,000) of the Purchase Price and related transaction expenses from the Company's existing cash on hand, and the officers of the Company are hereby authorized to take all actions necessary to effectuate such funding, including instructing the Company's banks and custodians to wire transfer or otherwise remit such funds at or prior to the Closing.
IV. Authorization of Officers
RESOLVED, that Dr. Anand Rajagopal, President and Chief Executive Officer, and Thomas F. Holbrook, Senior Vice President, General Counsel and Secretary, and each of them (each, an "Authorized Officer"), acting singly or together, are hereby authorized, empowered, and directed to execute and deliver, in the name and on behalf of the Company, and to cause the Company to perform its obligations under:
(a) the Stock Purchase Agreement;
(b) each of the Ancillary Agreements;
(c) the definitive credit agreement and all related Financing Documents;
(d) the R&W Insurance Policy application, binder, policy, and all related documents;
(e) any and all certificates, instruments, agreements, documents, or other writings contemplated by, or required to be executed and delivered in connection with, the Transaction, including officer's certificates, secretary's certificates, closing certificates, FIRPTA certificates, bring-down certificates, and any certificates required by the Escrow Agent, the R&W Insurer, the lenders under the Term Loan Facility, or any governmental authority; and
(f) any amendments, modifications, waivers, supplements, consents, or extensions to or of any of the foregoing,
in each case with such changes, additions, deletions, or modifications as such Authorized Officer shall approve in his discretion, the execution and delivery of any such document by such Authorized Officer to be conclusive evidence of his approval of the terms thereof and the authorization of the Company to enter into and perform its obligations thereunder.
V. Authorization of Regulatory Filings
RESOLVED, that the Authorized Officers, and each of them, are hereby authorized, empowered, and directed to make, execute, file, and deliver all applications, filings, registrations, notices, certificates, reports, and other documents with any federal, state, local, or foreign governmental authority, regulatory body, self-regulatory organization, or stock exchange as may be necessary or desirable in connection with the Transaction, including, without limitation:
(a) any filings, reports, or notices required to be made with or provided to the Securities and Exchange Commission (the "SEC"), including any Current Report on Form 8-K;
(b) any filings, reports, or notices required to be made with or provided to the Federal Trade Commission (the "FTC") or the Antitrust Division of the United States Department of Justice (the "DOJ"), it being noted that the HSR Act pre-merger notification was submitted on April 22, 2024, with a filing fee of $280,500, and early termination of the statutory waiting period was granted by the FTC on May 20, 2024;
(c) any filings required with the Secretary of State of the State of Delaware or any other state;
(d) any filings, notices, or applications required by The Nasdaq Stock Market LLC; and
(e) any other filings, notices, applications, or registrations with any other applicable governmental authority, regulatory body, or self-regulatory organization;
and the Authorized Officers are hereby authorized to pay all filing fees, application fees, and other amounts payable in connection with any such filings.
VI. Authorization of Escrow and Payment Mechanics
RESOLVED, that the Authorized Officers are hereby authorized and directed to cause the Company to deposit, at or prior to the Closing, and in accordance with the terms and conditions of the SPA and the Escrow Agreement:
(a) One Hundred Eighty Million Dollars ($180,000,000) in immediately available funds in the indemnification escrow account established with Fidelis National Escrow Corp. as Escrow Agent;
(b) Two Million Five Hundred Thousand Dollars ($2,500,000) in immediately available funds in the stockholder representative expense fund account established with Fidelis National Escrow Corp. as Escrow Agent; and
(c) Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000) in immediately available funds as the net closing payment to the Sellers, or to such paying agent as may be designated in the SPA or the Ancillary Agreements, by wire transfer to such account or accounts as may be specified in writing by the Stockholder Representative in accordance with the SPA.
The Authorized Officers are further authorized to negotiate and agree upon the wire transfer instructions, payment timing, and other payment mechanics as may be necessary or appropriate to effectuate the payment of the Purchase Price in accordance with the SPA and the Escrow Agreement.
VII. Authorization of R&W Insurance
RESOLVED, that the procurement by the Company, through Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, Managing Director), of the buyer-side representation and warranty insurance policy (Policy No. AIC-RWI-2024-07892) from Atlas Indemnity Insurance Co., with a policy limit of $180,000,000, a self-insured retention of $9,000,000, a premium of $3,960,000, and an underwriting fee of $75,000 (the "R&W Insurance Policy"), is hereby ratified, confirmed, and approved in all respects. The Authorized Officers are hereby authorized to execute and deliver the R&W Insurance Policy application, binder, policy, and all related documents and instruments, and to pay the premium, underwriting fee, and any other amounts payable in connection therewith, from the Company's general corporate funds.
VIII. Engagement and Compensation of Advisors
RESOLVED, that the engagement by the Company of the following advisors in connection with the Transaction, and the payment of all fees, expenses, disbursements, and other amounts payable to such advisors pursuant to their respective engagement letters, are hereby ratified, confirmed, and approved in all respects:
(a) Calderwood & Harkness LLP, as outside legal counsel to the Company;
(b) Garrison Zanthor & Co., LLC, as financial advisor to the Company;
(c) Broadleaf Scientific Consulting LLC, as clinical and scientific due diligence advisor to the Company; and
(d) Stonebridge HSW Antitrust Advisors LLP, as antitrust counsel to the Company.
The Authorized Officers are hereby authorized to approve and cause the Company to pay all invoices, fees, expenses, and other amounts due and owing to such advisors in connection with the Transaction, in accordance with the terms of the applicable engagement letters.
IX. General Authority
RESOLVED, that the Authorized Officers, and each of them, acting singly or together, are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further instruments, documents, certificates, and agreements, in the name and on behalf of the Company, as they may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the Transaction Documents, including, without limitation, the payment of all fees, costs, expenses, taxes, filing fees, and other amounts incurred in connection therewith, the execution and delivery of any powers of attorney, the retention of any additional advisors or consultants, and the taking of any actions reasonably required by any governmental authority, regulatory body, escrow agent, insurer, or lender. The determination of any Authorized Officer that any such action is necessary, appropriate, or desirable shall be conclusive evidence of such necessity, appropriateness, or desirability.
RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with or in furtherance of the Transaction and the matters contemplated by these resolutions, including, without limitation, the negotiation of the Transaction Documents, the engagement of advisors, the submission of the HSR Act filing, the procurement of the R&W Insurance Policy, the execution of the Commitment Letter, and any communications with governmental authorities, regulatory bodies, or third parties, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
X. Omnibus Provisions
RESOLVED, that these resolutions may be executed in one or more counterparts (including by means of facsimile or electronic signature in portable document format (PDF)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile, email, or other electronic transmission shall be effective as delivery of a manually executed counterpart.
RESOLVED, that these resolutions shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained in the corporate records of the Company at its principal executive offices.
RESOLVED, that the Secretary of the Company is hereby authorized and directed to insert copies of the Transaction Documents and all related materials referenced herein in the minute books of the Company.
SIGNATURES
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Penterra Pharmaceuticals Corp., have executed this Unanimous Written Consent as of the date first set forth above, effective as of June 10, 2024.
________________________________________
Margaret Liu Whitfield Board Chair and Independent Director
Date: June 10, 2024
________________________________________
Dr. Anand Rajagopal Director, President and Chief Executive Officer
Date: June 10, 2024
________________________________________
Dr. Eleanor R. Voss Independent Director
Date: June 10, 2024
________________________________________
James T. Hargrove Independent Director
Date: June 10, 2024
________________________________________
Susan K. Nakamura Independent Director
Date: June 10, 2024
________________________________________
Richard A. Cavanaugh Independent Director
Date: June 10, 2024
________________________________________
Dr. Fiona M. Abernathy Independent Director
Date: June 10, 2024
________________________________________
Paul D. Levinson Independent Director
Date: June 10, 2024
________________________________________
Carmen G. Torres-Webb Independent Director
Date: June 10, 2024
SECRETARY'S CERTIFICATION
I, Thomas F. Holbrook, hereby certify that:
1.  I am the duly appointed, qualified, and acting Senior Vice President, General Counsel and Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company").
2.  The foregoing Unanimous Written Consent of the Board of Directors of the Company (the "Written Consent") was duly adopted by the unanimous written consent of all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of June 10, 2024.
3.  The Written Consent was executed by all nine (9) members of the Board of Directors of the Company, constituting the entire Board of Directors, and each such director was duly elected or appointed and qualified to serve as a director of the Company as of the date of the Written Consent.
4.  The resolutions set forth in the Written Consent have not been amended, modified, supplemented, or rescinded in any respect and remain in full force and effect as of the date hereof.
5.  The Written Consent has been filed with the minutes of the proceedings of the Board of Directors and is maintained in the corporate records of the Company at its principal executive offices in Princeton, New Jersey.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of June 10, 2024.
________________________________________
Thomas F. Holbrook Senior Vice President, General Counsel and Secretary Penterra Pharmaceuticals Corp.
Date: June 10, 2024
[CORPORATE SEAL]

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

PENTERRA PHARMACEUTICALS CORP.

IN LIEU OF A SPECIAL MEETING

PREAMBLE

RECITALS

RESOLUTIONS

SIGNATURES

SECRETARY'S CERTIFICATION

Record

Parties

Dates

Amounts