1018-00008 · Penterra Pharmaceuticals Corp · Engagement & Preliminary

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CONFIDENTIAL

PENTERRA PHARMACEUTICALS CORP. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540

March 1, 2024

Dr. Julian Marek Chief Executive Officer Veridian Biosciences, Inc. 550 Gateway Drive Cambridge, MA 02142

Laura Beckett Managing Director Ridgeway Partners LLC 101 Huntington Avenue, Suite 2500 Boston, MA 02199

Re: Non-Binding Indication of Interest — Proposed Acquisition of Veridian Biosciences, Inc.

Dear Dr. Marek and Ms. Beckett:

1. Expression of Interest

Penterra Pharmaceuticals Corp. ("Penterra" or the "Company"; Nasdaq: PPCA) is pleased to submit this non-binding indication of interest regarding the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target"). This letter sets forth the principal terms upon which Penterra would propose to pursue such an acquisition, subject to the conditions and qualifications described herein, including the satisfactory completion of confirmatory due diligence and the negotiation, execution, and delivery of definitive transaction documentation.

This indication of interest follows a series of productive discussions between Penterra and Dr. Marek, as well as preliminary conversations with the Ridgeway Partners team, regarding the strategic opportunity presented by a combination of Penterra and Veridian. We have greatly valued the dialogue to date and appreciate the professionalism and thoughtfulness with which Ridgeway Partners has managed the process.

In connection with its evaluation of a potential strategic transaction involving Veridian, Penterra has reviewed the confidential information memorandum dated January 2024 (the "CIM") and certain other preliminary materials made available by Ridgeway Partners LLC on behalf of Veridian. While our review to date has been based on publicly available information and the limited set of materials provided in the initial phase of the process, we believe that the information we have reviewed to date supports the strong strategic rationale for the proposed transaction.

Penterra believes that Veridian's proprietary T-cell engager platform (VeriTCE™) and its clinical-stage immuno-oncology pipeline are highly complementary to Penterra's existing oncology and immunology portfolio. In particular, Veridian's lead candidate, VRD-4187 — a bispecific T-cell engager targeting DLL3-expressing tumors being developed for the treatment of small cell lung cancer — represents a differentiated therapeutic approach with the potential to address a significant unmet medical need. We are deeply impressed by the quality of the science underlying the VeriTCE platform, the rigor of the clinical development strategy for VRD-4187, and the caliber of the Veridian management and scientific team.

A combination of Penterra and Veridian would create significant value for both parties by pairing Veridian's innovative platform biology and clinical-stage pipeline with Penterra's established commercial infrastructure, global regulatory capabilities, and deep expertise in oncology drug development and commercialization. Penterra currently maintains a commercial portfolio of twelve (12) marketed products spanning oncology, immunology, and rare diseases, and a combination with Veridian would meaningfully bolster our immuno-oncology pipeline at a time when we view this therapeutic area as a core strategic priority.

By way of background, Penterra is a publicly traded specialty pharmaceutical company headquartered in Princeton, New Jersey, with a current market capitalization of approximately $14.2 billion and fiscal year 2023 revenue of approximately $4.87 billion. We believe our financial profile, operational scale, and deep domain expertise in oncology and immunology position us as a compelling and credible acquirer of Veridian, and we are confident in our ability to consummate the proposed transaction on the terms and timeline described in this letter.

2. Proposed Transaction Structure

Penterra proposes to acquire one hundred percent (100%) of the outstanding capital stock of Veridian, including all shares of common stock and preferred stock held by institutional and individual stockholders, as well as all shares of common stock issuable upon exercise or settlement of outstanding stock options, restricted stock units, warrants, and any other equity awards issued under Veridian's equity incentive plan(s) (collectively, the "Target Securities"), through a negotiated stock purchase agreement (the "Stock Purchase Agreement" or the "Definitive Agreement").

Form of Consideration. The consideration for the proposed transaction would be payable entirely in cash. Penterra does not propose to include any stock, earn-out, contingent value right, or other non-cash component as part of the purchase price at this time, although Penterra remains open to discussing alternative consideration structures during the course of negotiations if the parties determine such structures would be mutually beneficial.

Indicative Enterprise Value Range. Based on the information available to Penterra as of the date of this letter, Penterra is prepared to propose an indicative enterprise value range of Eight Hundred Fifty Million Dollars ($850,000,000) to Nine Hundred Fifty Million Dollars ($950,000,000) for Veridian on a fully diluted, cash-free, debt-free basis. This range reflects Penterra's preliminary assessment of Veridian's value, taking into account, among other factors, the stage and risk-adjusted potential of VRD-4187 and the broader VeriTCE platform pipeline, comparable precedent transactions in the immuno-oncology sector, and the projected capital requirements associated with advancing Veridian's clinical programs through regulatory approval and commercialization.

Penterra expects to arrive at a final proposed purchase price following the satisfactory completion of confirmatory due diligence, as described in Section 3 below. The final proposed purchase price would be set forth in the Definitive Agreement and would be subject to such customary adjustments as may be agreed upon by the parties in the context of definitive documentation, including, without limitation, adjustments for cash, indebtedness, working capital, and transaction expenses as of the closing date.

The purchase price would be payable in full at the closing of the transaction, subject to the foregoing adjustments and any holdback amounts as may be agreed upon in the Definitive Agreement. Penterra anticipates that a portion of the purchase price (to be negotiated) would be deposited into an escrow account maintained by a mutually agreeable third-party escrow agent to secure the indemnification obligations of the Target's stockholders under the Definitive Agreement. The amount, duration, and release mechanics of any such indemnification escrow would be subject to negotiation in the context of the Definitive Agreement.

Importantly, Penterra does not anticipate including a financing contingency in the Definitive Agreement. As described in further detail in Section 5 below, Penterra expects to fund the proposed transaction through a combination of cash on hand and committed debt financing, the availability of which Penterra is confident will be confirmed well in advance of signing.

3. Due Diligence

Penterra's indication of interest, and any proposal that Penterra may ultimately make to acquire Veridian, is subject to the satisfactory completion, in Penterra's sole discretion, of comprehensive confirmatory due diligence on Veridian and its business, assets, liabilities, operations, financial condition, prospects, and legal and regulatory standing. Such due diligence is expected to encompass the following areas, among others:

• Business and commercial due diligence;

• Legal due diligence (corporate, contractual, litigation, and compliance matters);

• Financial and accounting due diligence;

• Tax due diligence;

• Regulatory and clinical/scientific due diligence;

• intellectual property due diligence (patents, trade secrets, licenses, and freedom-to-operate analysis);

• Environmental, health, and safety due diligence;

• Human resources and employment matters; and

• Information technology and data privacy.

Penterra anticipates that its due diligence review will require approximately eight (8) to ten (10) weeks from the date on which Penterra and its advisors are granted full access to a virtual data room containing the customary due diligence materials described below.

Outside Advisors. Penterra expects to engage the following outside advisors to assist with the due diligence process and the negotiation of definitive transaction documentation:

(a) Legal Counsel: Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166 (lead partner: Oliver Mackenzie, Esq.);

(b) Financial Advisor: Garrison Zanthor & Co., LLC, 383 Madison Avenue, New York, NY 10179 (lead banker: Kevin Driscoll, Managing Director); and

(c) Scientific/Clinical Consulting Firm: Penterra intends to engage a qualified scientific and clinical consulting firm (to be identified) to conduct clinical and regulatory due diligence on Veridian's pipeline, with particular emphasis on VRD-4187 and the Marlowe Asset Management-2 Phase II clinical trial (ClinicalTrials.gov Identifier: NCT05837291). The identity of such consulting firm will be disclosed to Veridian and Ridgeway Partners in advance, and such firm will be subject to appropriate confidentiality obligations.

Data Room and Management Access. Penterra respectfully requests prompt access to a virtual data room containing customary due diligence materials relating to Veridian and its business, operations, assets, liabilities, and legal, regulatory, and financial affairs. In addition, Penterra requests the opportunity for its advisors and internal team to conduct management presentations and interviews with members of Veridian's senior leadership team, including, at a minimum:

• Dr. Julian Marek, Chief Executive Officer;

• Dr. Priya Chandrasekaran, Chief Scientific Officer;

• Steven R. Kessler, Chief Financial Officer; and

• Dr. Anne-Marie Fontaine, Vice President, Regulatory Affairs.

Penterra understands the sensitivity of such discussions and is prepared to work with Ridgeway Partners to schedule management meetings at mutually convenient times and in a manner that minimizes disruption to Veridian's ongoing operations.

Areas of Particular Focus. While Penterra intends to conduct a thorough review of all aspects of Veridian's business, the following areas represent matters of particular focus for Penterra's due diligence review:

(i) Clinical Data and Regulatory Status of VRD-4187. Penterra will seek to review in detail the clinical data and regulatory status of VRD-4187 (IND 154832), including the Marlowe Asset Management-2 Phase II trial design, protocol amendments, interim efficacy and safety data (including dose-escalation cohorts and expansion cohorts), the safety profile (including any serious adverse events, dose-limiting toxicities, or clinical holds), the status and substance of interactions with the U.S. Food and Drug Administration (including any FDA meeting minutes, Type A, B, or C meeting requests, and written feedback), and the projected timeline and budget for advancing VRD-4187 through registration-enabling trials and potential regulatory submission.

(ii) VeriTCE Platform intellectual Property. Penterra will conduct a comprehensive review of the intellectual property portfolio underlying the VeriTCE platform, including issued patents, pending patent applications, provisional applications, and any continuations, continuations-in-part, or divisional applications in the United States and international jurisdictions. Penterra will also seek to evaluate Veridian's trade secret protections, invention assignment agreements, and any freedom-to-operate analyses or opinions that have been prepared in connection with the VeriTCE platform and VRD-4187.

(iii) Capitalization and Stockholder Arrangements. Penterra will review Veridian's capitalization table and all agreements and arrangements relating to the issuance, transfer, voting, and conversion of Veridian's equity securities, including the terms of Veridian's Series A, Series B, Series C, and Series D preferred stock financing rounds, and any investor rights agreements, voting agreements, rights of first refusal, co-sale agreements, and registration rights agreements entered into with Veridian's institutional investors, including Crestline Ventures, LP; Boreal Health Partners Fund III, LP; Apex Growth Equity Fund II, LP; and any management or employee stock ownership plan ("ESOP") arrangements.

(iv) Tax Matters. Penterra will review Veridian's federal and state tax filings, tax positions, net operating loss carryforwards, research and development tax credits, and any limitations on the utilization thereof, including any limitations arising under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of prior ownership changes.

(v) Material Contracts. Penterra will review all material contracts to which Veridian is a party, including agreements with clinical research organizations, contract manufacturing organizations, contract development and manufacturing organizations, and other key suppliers, as well as any license agreements, collaboration agreements, and research and development agreements.

(vi) Employment Matters. Penterra will review employment arrangements for Veridian's approximately one hundred forty-eight (148) employees, including offer letters, employment agreements, severance and change-of-control arrangements, employee benefit plans, equity incentive plan(s), and any pending or threatened employment-related claims or disputes.

4. Key Transaction Terms (Indicative)

The following sets forth a summary of certain key terms that Penterra would expect to be reflected in the Definitive Agreement and ancillary transaction documents. These terms are indicative in nature and are subject to negotiation between the parties in the context of the definitive documentation process.

Definitive Agreement. Penterra envisions that the parties would negotiate, execute, and deliver a definitive Stock Purchase Agreement containing terms and provisions customary for a transaction of this size and nature, including comprehensive representations and warranties of the Target and its stockholders, pre-closing and post-closing covenants, conditions to closing, termination provisions, and indemnification provisions, each as more particularly described below.

Representations and Warranties. The Definitive Agreement would contain representations and warranties of the Target and its stockholders customary for a transaction of this size and nature. Such representations and warranties would include, without limitation, representations regarding (a) the Target's due organization, valid existence, and good standing; (b) capitalization and ownership of the Target Securities; (c) the Target's financial statements and the absence of undisclosed liabilities; (d) the Target's intellectual property portfolio, including the VeriTCE platform and related patents and trade secrets; (e) regulatory compliance, including compliance with applicable FDA requirements and GCP/GLP/GMP standards; (f) tax matters; (g) clinical programs, including the status of VRD-4187 and the Marlowe Asset Management-2 trial; (h) material contracts; (i) employment and labor matters; (j) environmental matters; (k) insurance; (l) absence of certain changes since the date of the most recent audited financial statements; (m) litigation and pending or threatened claims; and (n) such other matters as are customarily addressed in representations and warranties in comparable transactions.

Indemnification. Penterra expects the Definitive Agreement to include customary post-closing indemnification provisions pursuant to which the Target's stockholders (or a stockholders' representative acting on their behalf) would indemnify Penterra and its affiliates for losses arising from breaches of representations, warranties, and covenants, as well as certain specified indemnification matters. The indemnification provisions would include the establishment of an indemnification escrow to be held by a mutually agreeable third-party escrow agent. The aggregate cap on indemnification, the deductible or basket threshold, the tipping or true deductible mechanism, individual claim thresholds, and the survival periods for representations and warranties would each be subject to negotiation between the parties.

Material Adverse Effect. The Definitive Agreement would include a customary definition of "Material Adverse Effect" (or "MAE") with respect to the Target, with negotiated carve-outs for matters such as general economic and market conditions, changes in applicable law, changes affecting the pharmaceutical or biotechnology industries generally, and other customary exclusions. The Buyer's obligation to consummate the transaction at closing would be conditioned upon, among other things, the absence of a Material Adverse Effect on the Target's business, financial condition, assets, liabilities, operations, or prospects between the date of signing of the Definitive Agreement and the closing date.

No-Shop Covenant. Penterra expects that the Definitive Agreement will include a customary no-shop or exclusivity provision during the period between signing and closing, pursuant to which Veridian and its stockholders, directors, officers, employees, agents, and advisors would agree not to, directly or indirectly, solicit, initiate, encourage, facilitate, or participate in any discussions or negotiations with any third party regarding any alternative acquisition proposal or competing transaction. Such no-shop provision would be subject to such limited exceptions as may be negotiated (including, potentially, a "fiduciary out" provision permitting the Target's board of directors to respond to unsolicited superior proposals under defined circumstances), together with customary notification, matching, and termination fee provisions.

Non-Competition and Non-Solicitation Agreements. In connection with the closing of the proposed transaction, Penterra would expect certain key founders and executive officers of Veridian, including Dr. Julian Marek and Dr. Priya Chandrasekaran, to enter into non-competition and non-solicitation agreements on terms and conditions to be negotiated. Such agreements would include customary restrictions on competing activities and solicitation of employees, customers, and business partners for a period following the closing.

Transition Services Agreement. Penterra anticipates that, in connection with the closing, the parties would negotiate and enter into a transition services agreement (the "TSA") pursuant to which Veridian (or certain of its personnel) would provide transitional support services to Penterra for a defined period following the closing in order to ensure the continuity of Veridian's clinical operations, regulatory interactions, and other critical business functions during the integration period. The scope, duration, and pricing of services under the TSA would be subject to negotiation.

Governing Law and Dispute Resolution. The Definitive Agreement and all ancillary transaction documents would be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. The parties would submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court located in the State of Delaware) for the resolution of any disputes arising under or in connection with the Definitive Agreement.

5. Financing

Penterra is confident in its ability to finance the proposed transaction in full and does not anticipate including a financing contingency in the Definitive Agreement. Penterra's financial capacity to consummate the proposed acquisition is supported by the following:

As of the end of the most recently reported fiscal quarter (the second quarter of Penterra's fiscal year 2024), Penterra had approximately $2.1 billion in cash and cash equivalents on its consolidated balance sheet. Penterra maintains a strong and investment-grade-rated credit profile, with ample liquidity and borrowing capacity.

Penterra expects to fund the aggregate purchase price for the proposed acquisition through a combination of (a) existing cash on hand and (b) proceeds from a committed term loan facility to be arranged by one or more of Penterra's relationship lenders. Penterra is in active discussions with its lenders regarding the terms of such financing, and the terms of the committed term loan facility are expected to be finalized well in advance of the execution of the Definitive Agreement. Penterra does not anticipate that financing availability or terms will present any impediment to the timely consummation of the proposed transaction.

Penterra's financial advisor, Garrison Zanthor & Co., LLC, is available to discuss the details of Penterra's financing arrangements directly with Ridgeway Partners and Veridian's advisors at any time upon request.

6. Regulatory Approvals

Penterra anticipates that the proposed transaction will require a pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). Each of Penterra and Veridian would be required to submit an HSR notification form, and the transaction could not be consummated prior to the expiration or early termination of the applicable waiting period under the HSR Act.

Based on Penterra's preliminary assessment, the proposed transaction presents limited antitrust risk. Veridian is a clinical-stage biopharmaceutical company with no commercially marketed products, and there is limited competitive overlap between the parties' respective product portfolios and clinical-stage pipelines. Accordingly, Penterra does not anticipate that the HSR filing will result in a request for additional information (i.e., a "second request") by either the FTC or the DOJ.

Penterra's antitrust counsel, Stonebridge HSW Antitrust Advisors LLP (lead partner: Martin Prumvane, Esq.), will coordinate with Veridian's counsel on the preparation and submission of the HSR notification filing and will manage the regulatory clearance process on behalf of Penterra. Penterra is committed to working cooperatively and expeditiously with the relevant antitrust authorities to obtain clearance as promptly as practicable.

Other than the HSR filing and clearance, Penterra does not anticipate that any other governmental, regulatory, or third-party approvals or consents will be required as a condition to the closing of the proposed transaction. In the event that additional approvals or consents are identified during the course of due diligence, Penterra is prepared to work diligently with Veridian and its advisors to obtain such approvals or consents in a timely manner.

7. Anticipated Timeline

Penterra proposes the following indicative timeline for the proposed transaction, which is subject to adjustment based on the progress of due diligence, the pace of negotiations, and the regulatory clearance process:

Penterra is prepared to devote substantial internal and external resources to the proposed transaction and is committed to moving expeditiously to complete due diligence, negotiate definitive documentation, and consummate the closing. We believe the timeline set forth above is achievable and reflects Penterra's strong commitment to this opportunity.

8. Exclusivity Request

In order to facilitate a focused and efficient transaction process, Penterra respectfully requests a period of exclusivity of forty-five (45) days from the date of this letter (i.e., through and including April 14, 2024) (the "Exclusivity Period"), during which Veridian and its stockholders, directors, officers, employees, agents, advisors, and representatives would agree not to, directly or indirectly, (a) solicit, initiate, encourage, or facilitate any inquiry, proposal, or offer from any third party relating to an acquisition of all or a material portion of the equity securities or assets of Veridian (an "Alternative Transaction"), (b) engage in or continue any discussions or negotiations with any third party regarding an Alternative Transaction, (c) enter into any agreement, arrangement, or understanding (whether binding or non-binding) with any third party regarding an Alternative Transaction, or (d) provide any non-public information regarding Veridian to any third party in connection with an Alternative Transaction.

This period of exclusivity would allow Penterra and its advisors to complete focused confirmatory due diligence and negotiate definitive transaction documentation in an efficient and concentrated manner, without the risk or distraction of a competing parallel process. Penterra believes that a period of exclusivity is appropriate given the significant resources it intends to deploy in connection with its evaluation of the proposed transaction.

Penterra acknowledges that Ridgeway Partners is conducting a structured sale process on behalf of Veridian and its stockholders, and Penterra appreciates the competitive dynamics inherent in such a process. Penterra is prepared to discuss the terms and conditions of any exclusivity arrangement, including the duration of the Exclusivity Period, with Veridian and Ridgeway Partners at their earliest convenience.

9. Confidentiality

This letter and its contents are strictly confidential and are being provided to Dr. Marek and Ms. Beckett on a confidential basis, subject to the terms and conditions of the mutual Confidentiality Agreement (the "Confidentiality Agreement") to be entered into between Penterra and Veridian. The Confidentiality Agreement is expected to be executed on or about March 4, 2024, and the parties' confidentiality obligations with respect to the proposed transaction and the information exchanged in connection therewith shall be governed by the terms of such agreement upon its execution.

Penterra will not disclose this letter, its contents, or the existence or substance of the discussions between the parties regarding the proposed transaction to any third party, other than Penterra's advisors (including Calderwood & Harkness LLP, Garrison Zanthor & Co., LLC, and such other professional advisors as Penterra may engage in connection with the proposed transaction), each of whom will be informed of the confidential nature of this letter and the proposed transaction and will be bound by appropriate confidentiality obligations.

Penterra respectfully requests that Veridian and Ridgeway Partners similarly maintain the strict confidentiality of this letter, its contents, and the existence and substance of the proposed transaction, and that disclosure of such information be limited to those officers, directors, employees, and advisors of Veridian and Ridgeway Partners who have a need to know and who are bound by appropriate confidentiality obligations.

10. Non-Binding Nature

This letter constitutes a non-binding indication of interest only and does not constitute an offer, an agreement to negotiate, or a commitment by Penterra Pharmaceuticals Corp., or any of its affiliates, subsidiaries, directors, officers, employees, agents, or advisors, to consummate the proposed transaction or any other transaction with Veridian Biosciences, Inc., its stockholders, or any other party. No binding obligation on either Penterra or Veridian shall arise with respect to the proposed transaction unless and until the parties have negotiated, executed, and delivered a definitive Stock Purchase Agreement and all related ancillary agreements, each on terms mutually acceptable to both parties and their respective boards of directors, stockholders (to the extent required), and advisors.

Penterra expressly reserves the right to modify, amend, supplement, or withdraw this indication of interest, in whole or in part, at any time prior to the execution and delivery of definitive transaction documentation, in its sole and absolute discretion, without liability or obligation to Veridian, its stockholders, Ridgeway Partners, or any other party.

Notwithstanding the foregoing, the parties acknowledge and agree that the following provisions of this letter shall be binding upon the parties: (a) the confidentiality obligations set forth in Section 9 above (subject to the execution of the separate Confidentiality Agreement, which shall supersede the confidentiality provisions of this letter upon its execution); and (b) the governing law provision, pursuant to which this letter and any claims or disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.

Each party shall bear its own costs and expenses (including fees and disbursements of legal counsel, financial advisors, accountants, and other professional advisors) incurred in connection with the proposed transaction and the evaluation thereof, unless otherwise agreed in definitive documentation.

11. Closing

We are enthusiastic about the opportunity to acquire Veridian and believe that a combination of our two companies would create compelling value for Veridian's stockholders, Penterra's shareholders, and, most importantly, the patients who stand to benefit from the continued advancement of the VeriTCE platform and VRD-4187. We are committed to pursuing this transaction with the urgency, seriousness, and dedication it deserves.

We respectfully request the opportunity to meet or speak with Dr. Marek, the Veridian management team, and the Ridgeway Partners team at the earliest mutually convenient time to discuss this proposal and the proposed next steps in further detail.

Should you have any questions regarding this indication of interest, or should you wish to discuss any aspect of the proposed transaction, please do not hesitate to contact any of the following individuals:

At Penterra Pharmaceuticals Corp.:

• Dr. Anand Rajagopal, Chief Executive Officer — (609) 555-0100

• Natalie Reiner, Senior Vice President, Corporate Development — (609) 555-0142

• Thomas F. Holbrook, General Counsel — (609) 555-0178

At Calderwood & Harkness LLP:

• Oliver Mackenzie, Partner — (212) 555-0231

At Garrison Zanthor & Co., LLC:

• Kevin Driscoll, Managing Director — (212) 555-0364

We look forward to your response and to the opportunity to advance this exciting transaction together.

Very truly yours,

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Dr. Anand Rajagopal

Title: Chief Executive Officer

Date: March 1, 2024

cc: Thomas F. Holbrook, General Counsel, Penterra Pharmaceuticals Corp. Natalie Reiner, SVP Corporate Development, Penterra Pharmaceuticals Corp. Oliver Mackenzie, Esq., Calderwood & Harkness LLP Kevin Driscoll, Managing Director, Garrison Zanthor & Co., LLC

Milestone	Target Date / Period
Execution of Confidentiality Agreement	On or about March 4, 2024
Data room access granted	Promptly following execution of Confidentiality Agreement
Confirmatory due diligence period	Approximately 8–10 weeks from date of data room access
Execution of Definitive Stock Purchase Agreement	Targeted for late May or early June 2024
HSR notification filing	Promptly following execution of Definitive Agreement
HSR waiting period expiration / early termination	Approximately 30 days following HSR filing (subject to possible early termination)
Closing of the transaction	Targeted within 60–90 days of signing, subject to satisfaction or waiver of all closing conditions

CONFIDENTIAL
PENTERRA PHARMACEUTICALS CORP. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540
March 1, 2024
Dr. Julian Marek Chief Executive Officer Veridian Biosciences, Inc. 550 Gateway Drive Cambridge, MA 02142
Laura Beckett Managing Director Ridgeway Partners LLC 101 Huntington Avenue, Suite 2500 Boston, MA 02199
Re: Non-Binding Indication of Interest — Proposed Acquisition of Veridian Biosciences, Inc.
Dear Dr. Marek and Ms. Beckett:
1. Expression of Interest
Penterra Pharmaceuticals Corp. ("Penterra" or the "Company"; Nasdaq: PPCA) is pleased to submit this non-binding indication of interest regarding the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target"). This letter sets forth the principal terms upon which Penterra would propose to pursue such an acquisition, subject to the conditions and qualifications described herein, including the satisfactory completion of confirmatory due diligence and the negotiation, execution, and delivery of definitive transaction documentation.
This indication of interest follows a series of productive discussions between Penterra and Dr. Marek, as well as preliminary conversations with the Ridgeway Partners team, regarding the strategic opportunity presented by a combination of Penterra and Veridian. We have greatly valued the dialogue to date and appreciate the professionalism and thoughtfulness with which Ridgeway Partners has managed the process.
In connection with its evaluation of a potential strategic transaction involving Veridian, Penterra has reviewed the confidential information memorandum dated January 2024 (the "CIM") and certain other preliminary materials made available by Ridgeway Partners LLC on behalf of Veridian. While our review to date has been based on publicly available information and the limited set of materials provided in the initial phase of the process, we believe that the information we have reviewed to date supports the strong strategic rationale for the proposed transaction.
Penterra believes that Veridian's proprietary T-cell engager platform (VeriTCE™) and its clinical-stage immuno-oncology pipeline are highly complementary to Penterra's existing oncology and immunology portfolio. In particular, Veridian's lead candidate, VRD-4187 — a bispecific T-cell engager targeting DLL3-expressing tumors being developed for the treatment of small cell lung cancer — represents a differentiated therapeutic approach with the potential to address a significant unmet medical need. We are deeply impressed by the quality of the science underlying the VeriTCE platform, the rigor of the clinical development strategy for VRD-4187, and the caliber of the Veridian management and scientific team.
A combination of Penterra and Veridian would create significant value for both parties by pairing Veridian's innovative platform biology and clinical-stage pipeline with Penterra's established commercial infrastructure, global regulatory capabilities, and deep expertise in oncology drug development and commercialization. Penterra currently maintains a commercial portfolio of twelve (12) marketed products spanning oncology, immunology, and rare diseases, and a combination with Veridian would meaningfully bolster our immuno-oncology pipeline at a time when we view this therapeutic area as a core strategic priority.
By way of background, Penterra is a publicly traded specialty pharmaceutical company headquartered in Princeton, New Jersey, with a current market capitalization of approximately $14.2 billion and fiscal year 2023 revenue of approximately $4.87 billion. We believe our financial profile, operational scale, and deep domain expertise in oncology and immunology position us as a compelling and credible acquirer of Veridian, and we are confident in our ability to consummate the proposed transaction on the terms and timeline described in this letter.
2. Proposed Transaction Structure
Penterra proposes to acquire one hundred percent (100%) of the outstanding capital stock of Veridian, including all shares of common stock and preferred stock held by institutional and individual stockholders, as well as all shares of common stock issuable upon exercise or settlement of outstanding stock options, restricted stock units, warrants, and any other equity awards issued under Veridian's equity incentive plan(s) (collectively, the "Target Securities"), through a negotiated stock purchase agreement (the "Stock Purchase Agreement" or the "Definitive Agreement").
Form of Consideration. The consideration for the proposed transaction would be payable entirely in cash. Penterra does not propose to include any stock, earn-out, contingent value right, or other non-cash component as part of the purchase price at this time, although Penterra remains open to discussing alternative consideration structures during the course of negotiations if the parties determine such structures would be mutually beneficial.
Indicative Enterprise Value Range. Based on the information available to Penterra as of the date of this letter, Penterra is prepared to propose an indicative enterprise value range of Eight Hundred Fifty Million Dollars ($850,000,000) to Nine Hundred Fifty Million Dollars ($950,000,000) for Veridian on a fully diluted, cash-free, debt-free basis. This range reflects Penterra's preliminary assessment of Veridian's value, taking into account, among other factors, the stage and risk-adjusted potential of VRD-4187 and the broader VeriTCE platform pipeline, comparable precedent transactions in the immuno-oncology sector, and the projected capital requirements associated with advancing Veridian's clinical programs through regulatory approval and commercialization.
Penterra expects to arrive at a final proposed purchase price following the satisfactory completion of confirmatory due diligence, as described in Section 3 below. The final proposed purchase price would be set forth in the Definitive Agreement and would be subject to such customary adjustments as may be agreed upon by the parties in the context of definitive documentation, including, without limitation, adjustments for cash, indebtedness, working capital, and transaction expenses as of the closing date.
The purchase price would be payable in full at the closing of the transaction, subject to the foregoing adjustments and any holdback amounts as may be agreed upon in the Definitive Agreement. Penterra anticipates that a portion of the purchase price (to be negotiated) would be deposited into an escrow account maintained by a mutually agreeable third-party escrow agent to secure the indemnification obligations of the Target's stockholders under the Definitive Agreement. The amount, duration, and release mechanics of any such indemnification escrow would be subject to negotiation in the context of the Definitive Agreement.
Importantly, Penterra does not anticipate including a financing contingency in the Definitive Agreement. As described in further detail in Section 5 below, Penterra expects to fund the proposed transaction through a combination of cash on hand and committed debt financing, the availability of which Penterra is confident will be confirmed well in advance of signing.
3. Due Diligence
Penterra's indication of interest, and any proposal that Penterra may ultimately make to acquire Veridian, is subject to the satisfactory completion, in Penterra's sole discretion, of comprehensive confirmatory due diligence on Veridian and its business, assets, liabilities, operations, financial condition, prospects, and legal and regulatory standing. Such due diligence is expected to encompass the following areas, among others:
•  Business and commercial due diligence;
•  Legal due diligence (corporate, contractual, litigation, and compliance matters);
•  Financial and accounting due diligence;
•  Tax due diligence;
•  Regulatory and clinical/scientific due diligence;
•  intellectual property due diligence (patents, trade secrets, licenses, and freedom-to-operate analysis);
•  Environmental, health, and safety due diligence;
•  Human resources and employment matters; and
•  Information technology and data privacy.
Penterra anticipates that its due diligence review will require approximately eight (8) to ten (10) weeks from the date on which Penterra and its advisors are granted full access to a virtual data room containing the customary due diligence materials described below.
Outside Advisors. Penterra expects to engage the following outside advisors to assist with the due diligence process and the negotiation of definitive transaction documentation:
(a) Legal Counsel: Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166 (lead partner: Oliver Mackenzie, Esq.);
(b) Financial Advisor: Garrison Zanthor & Co., LLC, 383 Madison Avenue, New York, NY 10179 (lead banker: Kevin Driscoll, Managing Director); and
(c) Scientific/Clinical Consulting Firm: Penterra intends to engage a qualified scientific and clinical consulting firm (to be identified) to conduct clinical and regulatory due diligence on Veridian's pipeline, with particular emphasis on VRD-4187 and the Marlowe Asset Management-2 Phase II clinical trial (ClinicalTrials.gov Identifier: NCT05837291). The identity of such consulting firm will be disclosed to Veridian and Ridgeway Partners in advance, and such firm will be subject to appropriate confidentiality obligations.
Data Room and Management Access. Penterra respectfully requests prompt access to a virtual data room containing customary due diligence materials relating to Veridian and its business, operations, assets, liabilities, and legal, regulatory, and financial affairs. In addition, Penterra requests the opportunity for its advisors and internal team to conduct management presentations and interviews with members of Veridian's senior leadership team, including, at a minimum:
•  Dr. Julian Marek, Chief Executive Officer;
•  Dr. Priya Chandrasekaran, Chief Scientific Officer;
•  Steven R. Kessler, Chief Financial Officer; and
•  Dr. Anne-Marie Fontaine, Vice President, Regulatory Affairs.
Penterra understands the sensitivity of such discussions and is prepared to work with Ridgeway Partners to schedule management meetings at mutually convenient times and in a manner that minimizes disruption to Veridian's ongoing operations.
Areas of Particular Focus. While Penterra intends to conduct a thorough review of all aspects of Veridian's business, the following areas represent matters of particular focus for Penterra's due diligence review:
(i) Clinical Data and Regulatory Status of VRD-4187. Penterra will seek to review in detail the clinical data and regulatory status of VRD-4187 (IND 154832), including the Marlowe Asset Management-2 Phase II trial design, protocol amendments, interim efficacy and safety data (including dose-escalation cohorts and expansion cohorts), the safety profile (including any serious adverse events, dose-limiting toxicities, or clinical holds), the status and substance of interactions with the U.S. Food and Drug Administration (including any FDA meeting minutes, Type A, B, or C meeting requests, and written feedback), and the projected timeline and budget for advancing VRD-4187 through registration-enabling trials and potential regulatory submission.
(ii) VeriTCE Platform intellectual Property. Penterra will conduct a comprehensive review of the intellectual property portfolio underlying the VeriTCE platform, including issued patents, pending patent applications, provisional applications, and any continuations, continuations-in-part, or divisional applications in the United States and international jurisdictions. Penterra will also seek to evaluate Veridian's trade secret protections, invention assignment agreements, and any freedom-to-operate analyses or opinions that have been prepared in connection with the VeriTCE platform and VRD-4187.
(iii) Capitalization and Stockholder Arrangements. Penterra will review Veridian's capitalization table and all agreements and arrangements relating to the issuance, transfer, voting, and conversion of Veridian's equity securities, including the terms of Veridian's Series A, Series B, Series C, and Series D preferred stock financing rounds, and any investor rights agreements, voting agreements, rights of first refusal, co-sale agreements, and registration rights agreements entered into with Veridian's institutional investors, including Crestline Ventures, LP; Boreal Health Partners Fund III, LP; Apex Growth Equity Fund II, LP; and any management or employee stock ownership plan ("ESOP") arrangements.
(iv) Tax Matters. Penterra will review Veridian's federal and state tax filings, tax positions, net operating loss carryforwards, research and development tax credits, and any limitations on the utilization thereof, including any limitations arising under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of prior ownership changes.
(v) Material Contracts. Penterra will review all material contracts to which Veridian is a party, including agreements with clinical research organizations, contract manufacturing organizations, contract development and manufacturing organizations, and other key suppliers, as well as any license agreements, collaboration agreements, and research and development agreements.
(vi) Employment Matters. Penterra will review employment arrangements for Veridian's approximately one hundred forty-eight (148) employees, including offer letters, employment agreements, severance and change-of-control arrangements, employee benefit plans, equity incentive plan(s), and any pending or threatened employment-related claims or disputes.
4. Key Transaction Terms (Indicative)
The following sets forth a summary of certain key terms that Penterra would expect to be reflected in the Definitive Agreement and ancillary transaction documents. These terms are indicative in nature and are subject to negotiation between the parties in the context of the definitive documentation process.
Definitive Agreement. Penterra envisions that the parties would negotiate, execute, and deliver a definitive Stock Purchase Agreement containing terms and provisions customary for a transaction of this size and nature, including comprehensive representations and warranties of the Target and its stockholders, pre-closing and post-closing covenants, conditions to closing, termination provisions, and indemnification provisions, each as more particularly described below.
Representations and Warranties. The Definitive Agreement would contain representations and warranties of the Target and its stockholders customary for a transaction of this size and nature. Such representations and warranties would include, without limitation, representations regarding (a) the Target's due organization, valid existence, and good standing; (b) capitalization and ownership of the Target Securities; (c) the Target's financial statements and the absence of undisclosed liabilities; (d) the Target's intellectual property portfolio, including the VeriTCE platform and related patents and trade secrets; (e) regulatory compliance, including compliance with applicable FDA requirements and GCP/GLP/GMP standards; (f) tax matters; (g) clinical programs, including the status of VRD-4187 and the Marlowe Asset Management-2 trial; (h) material contracts; (i) employment and labor matters; (j) environmental matters; (k) insurance; (l) absence of certain changes since the date of the most recent audited financial statements; (m) litigation and pending or threatened claims; and (n) such other matters as are customarily addressed in representations and warranties in comparable transactions.
Indemnification. Penterra expects the Definitive Agreement to include customary post-closing indemnification provisions pursuant to which the Target's stockholders (or a stockholders' representative acting on their behalf) would indemnify Penterra and its affiliates for losses arising from breaches of representations, warranties, and covenants, as well as certain specified indemnification matters. The indemnification provisions would include the establishment of an indemnification escrow to be held by a mutually agreeable third-party escrow agent. The aggregate cap on indemnification, the deductible or basket threshold, the tipping or true deductible mechanism, individual claim thresholds, and the survival periods for representations and warranties would each be subject to negotiation between the parties.
Material Adverse Effect. The Definitive Agreement would include a customary definition of "Material Adverse Effect" (or "MAE") with respect to the Target, with negotiated carve-outs for matters such as general economic and market conditions, changes in applicable law, changes affecting the pharmaceutical or biotechnology industries generally, and other customary exclusions. The Buyer's obligation to consummate the transaction at closing would be conditioned upon, among other things, the absence of a Material Adverse Effect on the Target's business, financial condition, assets, liabilities, operations, or prospects between the date of signing of the Definitive Agreement and the closing date.
No-Shop Covenant. Penterra expects that the Definitive Agreement will include a customary no-shop or exclusivity provision during the period between signing and closing, pursuant to which Veridian and its stockholders, directors, officers, employees, agents, and advisors would agree not to, directly or indirectly, solicit, initiate, encourage, facilitate, or participate in any discussions or negotiations with any third party regarding any alternative acquisition proposal or competing transaction. Such no-shop provision would be subject to such limited exceptions as may be negotiated (including, potentially, a "fiduciary out" provision permitting the Target's board of directors to respond to unsolicited superior proposals under defined circumstances), together with customary notification, matching, and termination fee provisions.
Non-Competition and Non-Solicitation Agreements. In connection with the closing of the proposed transaction, Penterra would expect certain key founders and executive officers of Veridian, including Dr. Julian Marek and Dr. Priya Chandrasekaran, to enter into non-competition and non-solicitation agreements on terms and conditions to be negotiated. Such agreements would include customary restrictions on competing activities and solicitation of employees, customers, and business partners for a period following the closing.
Transition Services Agreement. Penterra anticipates that, in connection with the closing, the parties would negotiate and enter into a transition services agreement (the "TSA") pursuant to which Veridian (or certain of its personnel) would provide transitional support services to Penterra for a defined period following the closing in order to ensure the continuity of Veridian's clinical operations, regulatory interactions, and other critical business functions during the integration period. The scope, duration, and pricing of services under the TSA would be subject to negotiation.
Governing Law and Dispute Resolution. The Definitive Agreement and all ancillary transaction documents would be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. The parties would submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court located in the State of Delaware) for the resolution of any disputes arising under or in connection with the Definitive Agreement.
5. Financing
Penterra is confident in its ability to finance the proposed transaction in full and does not anticipate including a financing contingency in the Definitive Agreement. Penterra's financial capacity to consummate the proposed acquisition is supported by the following:
As of the end of the most recently reported fiscal quarter (the second quarter of Penterra's fiscal year 2024), Penterra had approximately $2.1 billion in cash and cash equivalents on its consolidated balance sheet. Penterra maintains a strong and investment-grade-rated credit profile, with ample liquidity and borrowing capacity.
Penterra expects to fund the aggregate purchase price for the proposed acquisition through a combination of (a) existing cash on hand and (b) proceeds from a committed term loan facility to be arranged by one or more of Penterra's relationship lenders. Penterra is in active discussions with its lenders regarding the terms of such financing, and the terms of the committed term loan facility are expected to be finalized well in advance of the execution of the Definitive Agreement. Penterra does not anticipate that financing availability or terms will present any impediment to the timely consummation of the proposed transaction.
Penterra's financial advisor, Garrison Zanthor & Co., LLC, is available to discuss the details of Penterra's financing arrangements directly with Ridgeway Partners and Veridian's advisors at any time upon request.
6. Regulatory Approvals
Penterra anticipates that the proposed transaction will require a pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). Each of Penterra and Veridian would be required to submit an HSR notification form, and the transaction could not be consummated prior to the expiration or early termination of the applicable waiting period under the HSR Act.
Based on Penterra's preliminary assessment, the proposed transaction presents limited antitrust risk. Veridian is a clinical-stage biopharmaceutical company with no commercially marketed products, and there is limited competitive overlap between the parties' respective product portfolios and clinical-stage pipelines. Accordingly, Penterra does not anticipate that the HSR filing will result in a request for additional information (i.e., a "second request") by either the FTC or the DOJ.
Penterra's antitrust counsel, Stonebridge HSW Antitrust Advisors LLP (lead partner: Martin Prumvane, Esq.), will coordinate with Veridian's counsel on the preparation and submission of the HSR notification filing and will manage the regulatory clearance process on behalf of Penterra. Penterra is committed to working cooperatively and expeditiously with the relevant antitrust authorities to obtain clearance as promptly as practicable.
Other than the HSR filing and clearance, Penterra does not anticipate that any other governmental, regulatory, or third-party approvals or consents will be required as a condition to the closing of the proposed transaction. In the event that additional approvals or consents are identified during the course of due diligence, Penterra is prepared to work diligently with Veridian and its advisors to obtain such approvals or consents in a timely manner.
7. Anticipated Timeline
Penterra proposes the following indicative timeline for the proposed transaction, which is subject to adjustment based on the progress of due diligence, the pace of negotiations, and the regulatory clearance process:
Penterra is prepared to devote substantial internal and external resources to the proposed transaction and is committed to moving expeditiously to complete due diligence, negotiate definitive documentation, and consummate the closing. We believe the timeline set forth above is achievable and reflects Penterra's strong commitment to this opportunity.
8. Exclusivity Request
In order to facilitate a focused and efficient transaction process, Penterra respectfully requests a period of exclusivity of forty-five (45) days from the date of this letter (i.e., through and including April 14, 2024) (the "Exclusivity Period"), during which Veridian and its stockholders, directors, officers, employees, agents, advisors, and representatives would agree not to, directly or indirectly, (a) solicit, initiate, encourage, or facilitate any inquiry, proposal, or offer from any third party relating to an acquisition of all or a material portion of the equity securities or assets of Veridian (an "Alternative Transaction"), (b) engage in or continue any discussions or negotiations with any third party regarding an Alternative Transaction, (c) enter into any agreement, arrangement, or understanding (whether binding or non-binding) with any third party regarding an Alternative Transaction, or (d) provide any non-public information regarding Veridian to any third party in connection with an Alternative Transaction.
This period of exclusivity would allow Penterra and its advisors to complete focused confirmatory due diligence and negotiate definitive transaction documentation in an efficient and concentrated manner, without the risk or distraction of a competing parallel process. Penterra believes that a period of exclusivity is appropriate given the significant resources it intends to deploy in connection with its evaluation of the proposed transaction.
Penterra acknowledges that Ridgeway Partners is conducting a structured sale process on behalf of Veridian and its stockholders, and Penterra appreciates the competitive dynamics inherent in such a process. Penterra is prepared to discuss the terms and conditions of any exclusivity arrangement, including the duration of the Exclusivity Period, with Veridian and Ridgeway Partners at their earliest convenience.
9. Confidentiality
This letter and its contents are strictly confidential and are being provided to Dr. Marek and Ms. Beckett on a confidential basis, subject to the terms and conditions of the mutual Confidentiality Agreement (the "Confidentiality Agreement") to be entered into between Penterra and Veridian. The Confidentiality Agreement is expected to be executed on or about March 4, 2024, and the parties' confidentiality obligations with respect to the proposed transaction and the information exchanged in connection therewith shall be governed by the terms of such agreement upon its execution.
Penterra will not disclose this letter, its contents, or the existence or substance of the discussions between the parties regarding the proposed transaction to any third party, other than Penterra's advisors (including Calderwood & Harkness LLP, Garrison Zanthor & Co., LLC, and such other professional advisors as Penterra may engage in connection with the proposed transaction), each of whom will be informed of the confidential nature of this letter and the proposed transaction and will be bound by appropriate confidentiality obligations.
Penterra respectfully requests that Veridian and Ridgeway Partners similarly maintain the strict confidentiality of this letter, its contents, and the existence and substance of the proposed transaction, and that disclosure of such information be limited to those officers, directors, employees, and advisors of Veridian and Ridgeway Partners who have a need to know and who are bound by appropriate confidentiality obligations.
10. Non-Binding Nature
This letter constitutes a non-binding indication of interest only and does not constitute an offer, an agreement to negotiate, or a commitment by Penterra Pharmaceuticals Corp., or any of its affiliates, subsidiaries, directors, officers, employees, agents, or advisors, to consummate the proposed transaction or any other transaction with Veridian Biosciences, Inc., its stockholders, or any other party. No binding obligation on either Penterra or Veridian shall arise with respect to the proposed transaction unless and until the parties have negotiated, executed, and delivered a definitive Stock Purchase Agreement and all related ancillary agreements, each on terms mutually acceptable to both parties and their respective boards of directors, stockholders (to the extent required), and advisors.
Penterra expressly reserves the right to modify, amend, supplement, or withdraw this indication of interest, in whole or in part, at any time prior to the execution and delivery of definitive transaction documentation, in its sole and absolute discretion, without liability or obligation to Veridian, its stockholders, Ridgeway Partners, or any other party.
Notwithstanding the foregoing, the parties acknowledge and agree that the following provisions of this letter shall be binding upon the parties: (a) the confidentiality obligations set forth in Section 9 above (subject to the execution of the separate Confidentiality Agreement, which shall supersede the confidentiality provisions of this letter upon its execution); and (b) the governing law provision, pursuant to which this letter and any claims or disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
Each party shall bear its own costs and expenses (including fees and disbursements of legal counsel, financial advisors, accountants, and other professional advisors) incurred in connection with the proposed transaction and the evaluation thereof, unless otherwise agreed in definitive documentation.
11. Closing
We are enthusiastic about the opportunity to acquire Veridian and believe that a combination of our two companies would create compelling value for Veridian's stockholders, Penterra's shareholders, and, most importantly, the patients who stand to benefit from the continued advancement of the VeriTCE platform and VRD-4187. We are committed to pursuing this transaction with the urgency, seriousness, and dedication it deserves.
We respectfully request the opportunity to meet or speak with Dr. Marek, the Veridian management team, and the Ridgeway Partners team at the earliest mutually convenient time to discuss this proposal and the proposed next steps in further detail.
Should you have any questions regarding this indication of interest, or should you wish to discuss any aspect of the proposed transaction, please do not hesitate to contact any of the following individuals:
At Penterra Pharmaceuticals Corp.:
•  Dr. Anand Rajagopal, Chief Executive Officer — (609) 555-0100
•  Natalie Reiner, Senior Vice President, Corporate Development — (609) 555-0142
•  Thomas F. Holbrook, General Counsel — (609) 555-0178
At Calderwood & Harkness LLP:
•  Oliver Mackenzie, Partner — (212) 555-0231
At Garrison Zanthor & Co., LLC:
•  Kevin Driscoll, Managing Director — (212) 555-0364
We look forward to your response and to the opportunity to advance this exciting transaction together.
Very truly yours,
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Dr. Anand Rajagopal
Title: Chief Executive Officer
Date: March 1, 2024
cc: Thomas F. Holbrook, General Counsel, Penterra Pharmaceuticals Corp. Natalie Reiner, SVP Corporate Development, Penterra Pharmaceuticals Corp. Oliver Mackenzie, Esq., Calderwood & Harkness LLP Kevin Driscoll, Managing Director, Garrison Zanthor & Co., LLC
Milestone | Target Date / Period
Execution of Confidentiality Agreement | On or about March 4, 2024
Data room access granted | Promptly following execution of Confidentiality Agreement
Confirmatory due diligence period | Approximately 8–10 weeks from date of data room access
Execution of Definitive Stock Purchase Agreement | Targeted for late May or early June 2024
HSR notification filing | Promptly following execution of Definitive Agreement
HSR waiting period expiration / early termination | Approximately 30 days following HSR filing (subject to possible early termination)
Closing of the transaction | Targeted within 60–90 days of signing, subject to satisfaction or waiver of all closing conditions

CONFIDENTIAL

PENTERRA PHARMACEUTICALS CORP.

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