[sheet: Cover & Summary]

Field	Detail
Document Title	Financing Conditions Checklist — Conditions Precedent to Drawdown
Prepared By	Calderwood & Harkness LLP
Matter Number	1018-00008
Date Prepared	June 20, 2024
Responsible Partner	Oliver Mackenzie
Billing Partner	Harrison Wexford
Lead Associate	Megan Chu
Working Associate	Derek Okonkwo
Client	Penterra Pharmaceuticals Corp. (Nasdaq: PPCA)
Client Address	1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Transaction	Acquisition of 100% of the outstanding capital stock of Veridian Biosciences, Inc.
Purchase Price	$900,000,000 (cash)
Facility	$500,000,000 Committed Term Loan Facility
Commitment Letter Reference	CL-2024-PPCA-0607, dated June 7, 2024
Lead Arranger	Summit Ridge Capital Partners, LP (Contact: Philip Ostrander, MD)
Lead Arranger Address	277 Park Avenue, 40th Floor, New York, NY 10172
Administrative Agent	Ironclad Trust Company, N.A. (Contact: Samantha Hwang, VP)
Administrative Agent Address	60 Wall Street, New York, NY 10005
Interest Rate	SOFR + 225 bps
Commitment Fee	0.35% per annum on unfunded commitments ($1,750,000/yr)
Ticking Fee	0.175% per annum, commencing 90 days post-signing (September 8, 2024)
Commitment Expiration	Co-terminous with SPA Outside Date: December 10, 2024
Funding Mix	$500,000,000 term loan + $400,000,000 Penterra cash on hand = $900,000,000
SPA Execution Date	June 10, 2024

SPA Outside Date	December 10, 2024
Borrower	Penterra Pharmaceuticals Corp.
Target	Veridian Biosciences, Inc., 550 Gateway Drive, Cambridge, MA 02142
Borrower's Counsel	Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166
Classification	PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

[sheet: Conditions Precedent]

Item No.	Category	Condition Precedent Description	CL / Credit Agreement Reference	Responsible Party	Delivery Deadline	Status	Date Satisfied	Notes / Comments
1	Transaction Documents	Delivery of fully executed Stock Purchase Agreement (SPA) among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc., the Sellers, and David Ng as Stockholder Representative	CL § 3(a)(i)	Calderwood & Harkness LLP / Penterra	At or prior to Closing	Delivered	2024-06-10	SPA executed June 10, 2024; copy delivered to Ironclad Trust Company, N.A.
2	Transaction Documents	Delivery of all Disclosure Schedules to the SPA, in final executed form	CL § 3(a)(i)	Zalcourt Archer & Cole LLP / Veridian	At or prior to Closing	Delivered	2024-06-10	Sellers' Disclosure Schedules finalized and delivered June 10, 2024
3	Transaction Documents	Delivery of executed Escrow Agreement among Penterra, David Ng (Stockholder Representative), and Fidelis National Escrow Corp.	CL § 3(a)(ii)	Calderwood & Harkness LLP	At or prior to Closing	Delivered	2024-06-10	Escrow Agreement executed June 10, 2024; escrow agent: Fidelis National Escrow Corp., 601 Riverside Avenue, Jacksonville, FL 32204 (Brian Mulcahy, SVP)
4	Transaction Documents	Delivery of executed Stockholder Representative Agreement (David Ng / Crestline Ventures, LP)	CL § 3(a)(ii)	Calderwood & Harkness LLP	At or prior to Closing	Delivered	2024-06-10	Executed June 10, 2024
5	Transaction Documents	Delivery of Veridian stockholder written consents (>90% approval required under DGCL § 228)	CL § 3(a)(iii)	Zalcourt Archer & Cole LLP / Veridian	At or prior to Closing	Delivered	2024-06-14	Written consents delivered June 14, 2024; holders of >90% approved (including Crestline Ventures 28.3%, Boreal Health Partners Fund III 19.7%, Apex Growth Equity Fund II 14.1%)
6	Transaction Documents	Delivery of executed Non-Competition and Non-Solicitation Agreements (Dr. Julian Marek, Dr. Priya Chandrasekaran)	CL § 3(a)(iv)	Calderwood & Harkness LLP	At Closing	In Progress	Forms prepared June 10, 2024; execution at closing
7	Transaction Documents	Delivery of executed Transition Services Agreement	CL § 3(a)(v)	Calderwood & Harkness LLP	At Closing	In Progress	Draft dated June 5, 2024; under negotiation
8	Regulatory Approvals	Expiration or early termination of the HSR Act waiting period	CL § 3(b)(i)	Stonebridge HSW Antitrust Advisors LLP / Calderwood & Harkness LLP	Prior to Closing	Satisfied	2024-05-20	HSR filing submitted April 22, 2024 (filing fee: $280,500); early termination granted May 20, 2024
9	Regulatory Approvals	No governmental order, injunction, or decree preventing consummation of the acquisition	CL § 3(b)(ii)	Calderwood & Harkness LLP	At Closing	In Progress	Ongoing monitoring; no adverse governmental action identified as of June 20, 2024
10	Regulatory Approvals	No law enacted after the date of the commitment letter that would prohibit or make illegal the Transactions or the funding of the term loan	CL § 3(b)(iii)	Calderwood & Harkness LLP	At Closing	In Progress	Ongoing monitoring
11	SPA Closing Conditions	Bring-down of Sellers' representations and warranties in the SPA to material adverse effect qualification standard (SPA § 7.2(a))	CL § 3(c)(i)	Calderwood & Harkness LLP	At Closing	Not Started	Seller's closing certificate to confirm; form prepared June 10, 2024
12	SPA Closing Conditions	No material adverse effect shall have occurred since the date of the SPA with respect to Veridian (SPA § 7.2(b))	CL § 3(c)(ii)	Calderwood & Harkness LLP	At Closing	Not Started	Material adverse effect defined in SPA § 1.1; carveouts for pandemics, general economic/industry conditions, changes in law, natural disasters, acts of war, financial market changes, and announcement/pendency of Transactions; carveouts subject to disproportionate impact exception
13	SPA Closing Conditions	Compliance by Sellers with all covenants and agreements under the SPA in all material respects (SPA § 7.2(c))	CL § 3(c)(iii)	Calderwood & Harkness LLP	At Closing	Not Started	Interim operating covenant compliance being tracked separately; see Interim Operating Covenant Compliance Tracker
14	SPA Closing Conditions	SPA shall not have been terminated and shall be in full force and effect	CL § 3(c)(iv)	Calderwood & Harkness LLP	At Closing	In Progress	SPA executed June 10, 2024; Outside Date: December 10, 2024; no termination events as of June 20, 2024
15	Corporate Authorizations — Borrower	Delivery of certified copies of resolutions of the Board of Directors of Penterra Pharmaceuticals Corp. authorizing the execution, delivery, and performance of the Credit Agreement and related loan documents	CL § 3(d)(i)	Calderwood & Harkness LLP / Thomas F. Holbrook (GC, Penterra)	At or prior to Closing	In Progress	Board resolution authorizing SPA execution adopted June 10, 2024; supplemental resolution authorizing loan documents to be adopted prior to closing
16	Corporate Authorizations — Borrower	Delivery of Secretary's Certificate of Penterra certifying incumbency of authorized officers, attaching certificate of incorporation, bylaws, and board resolutions	CL § 3(d)(ii)	Thomas F. Holbrook (GC, Penterra)	At Closing	In Progress	Secretary's Certificate for SPA executed June 10, 2024; updated certificate for credit agreement to be prepared
17	Corporate Authorizations — Borrower	Certificate of good standing of Penterra Pharmaceuticals Corp. from the Delaware Secretary of State (dated within 5 business days of Closing)	CL § 3(d)(iii)	Calderwood & Harkness LLP	At Closing	Not Started	Penterra incorporated in Delaware; registered agent: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901
18	Corporate Authorizations — Borrower	Certificate of good standing from the New Jersey Secretary of State (Penterra's state of principal office)	CL § 3(d)(iv)	Calderwood & Harkness LLP	At Closing	Not Started	Principal office: 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
19	Officer's Certificates	Officer's certificate of Penterra certifying (i) accuracy of representations and warranties in the Credit Agreement, (ii) no default or event of default, and (iii) satisfaction of all conditions to funding, signed by CFO Catherine M. Burgess	CL § 3(e)(i)	Catherine M. Burgess (CFO, Penterra) / Calderwood & Harkness LLP	At Closing	Not Started	Form to be prepared; substantially similar to Form of Closing Certificate — Buyer under SPA
20	Solvency Certificate	Solvency certificate of Penterra Pharmaceuticals Corp. (on a pro forma basis after giving effect to the acquisition and the incurrence of the term loan), delivered by CFO Catherine M. Burgess, confirming that Penterra (a) will be solvent, (b) will have adequate capital, and (c) will be able to pay debts as they mature	CL § 3(e)(ii)	Catherine M. Burgess (CFO, Penterra) / Tarrant & Co. (auditor: Diana Rourke, EP)	At Closing	Not Started	Pro forma analysis to incorporate $500M term loan debt, $400M cash deployment, and $900M acquisition of Veridian; Penterra Q2 2024 cash on hand: $2.1B; FY2023 revenue: $4.87B; market cap ~$14.2B
21	Legal Opinions	Legal opinion of Calderwood & Harkness LLP (Buyer's counsel) addressed to Ironclad Trust Company, N.A. as Administrative Agent, covering (a) due organization and good standing of Penterra, (b) corporate power and authority, (c) due authorization, execution, and delivery of loan documents, (d) no conflicts with organizational documents or applicable law, (e) enforceability of obligations	CL § 3(f)(i)	Oliver Mackenzie / Calderwood & Harkness LLP	At Closing	Not Started	Opinion to be based on Delaware and New York law
22	Legal Opinions	Legal opinion of Calderwood & Harkness LLP regarding no violation of applicable law and no consent or governmental approval required (other than those already obtained, including HSR clearance)	CL § 3(f)(ii)	Oliver Mackenzie / Calderwood & Harkness LLP	At Closing	Not Started	HSR early termination obtained May 20, 2024
23	Financial Deliverables	Delivery of Penterra's audited financial statements for FY2021, FY2022, and FY2023 (auditor: Tarrant & Co., engagement partner: Diana Rourke)	CL § 3(g)(i)	Catherine M. Burgess (CFO, Penterra)	At or prior to Closing	Delivered	2024-06-10	FY2023 revenue: $4,870,000,000; publicly available filings
24	Financial Deliverables	Delivery of Veridian's audited financial statements for FY2021, FY2022, and FY2023 (auditor: Northbridge Accounting Group LLP, engagement partner: Patrick Calloway)	CL § 3(g)(ii)	Steven R. Kessler (CFO, Veridian) / Zalcourt Archer & Cole LLP	At or prior to Closing	In Progress	FY2023 revenue: $0 (clinical-stage); FY2023 net loss: ($87,300,000); cash as of March 31, 2024: $112,400,000; total capital raised (Series A–D): $420,000,000

25	Financial Deliverables	Delivery of unaudited interim financial statements of Veridian for the most recent fiscal quarter ended prior to Closing	CL § 3(g)(iii)	Steven R. Kessler (CFO, Veridian)	At Closing	Not Started	To be delivered within 45 days after end of most recent fiscal quarter
26	Financial Deliverables	Pro forma financial statements and balance sheet of Penterra on a consolidated basis after giving effect to the acquisition and the incurrence of the term loan	CL § 3(g)(iv)	Catherine M. Burgess (CFO, Penterra) / Garrison Zanthor & Co. (Kevin Driscoll, MD)	At or prior to Closing	Not Started	To reflect: $500M term loan draw, $400M cash deployment, consolidated with Veridian post-acquisition
27	Credit Agreement Execution	Delivery of fully executed Credit Agreement among Penterra (as Borrower), Ironclad Trust Company, N.A. (as Administrative Agent), Summit Ridge Capital Partners, LP (as Lead Arranger), and the Lenders	CL § 3(h)(i)	Calderwood & Harkness LLP	At Closing	In Progress	C&H mark-up of draft credit agreement delivered June 18, 2024; negotiations ongoing
28	Credit Agreement Execution	Delivery of fully executed Fee Letter between Penterra, Summit Ridge Capital Partners, LP, and Ironclad Trust Company, N.A.	CL § 3(h)(ii)	Calderwood & Harkness LLP	At or prior to Closing	In Progress	Fee letter reviewed by C&H (memo dated June 9, 2024); commitment fee: $1,750,000/yr; ticking fee: 0.175%/yr commencing Sept 8, 2024
29	Funds Flow	Delivery of executed Funds Flow Memorandum, specifying (a) wire instructions for Ironclad Trust Company, N.A. (admin agent), (b) Fidelis National Escrow Corp. escrow account for $180,000,000 indemnification escrow, (c) Fidelis escrow account for $2,500,000 stockholder representative expense fund, (d) Sellers' payment agent for net closing payment of $717,500,000	CL § 3(i)	Calderwood & Harkness LLP / Catherine M. Burgess (CFO, Penterra)	2 business days prior to Closing	In Progress	Draft funds flow memo dated June 8, 2024; revised draft dated July 2, 2024; wire instructions pending from Fidelis (Brian Mulcahy, SVP) and Sellers' payment agent
30	Insurance	Evidence that Penterra has obtained buyer-side representation and warranty insurance policy	CL § 3(j)	Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, MD) / Calderwood & Harkness LLP	At or prior to Closing	Satisfied	2024-06-12	R&W policy bound June 12, 2024; Carrier: Atlas Indemnity Insurance Co. (Graham Fielding, SVP); Policy No.: AIC-RWI-2024-07892; Limit: $180,000,000; SIR: $9,000,000; Premium: $3,960,000 (non-refundable); Underwriting fee: $75,000
31	Insurance	Delivery of evidence of Penterra's existing insurance coverage (D&O, general liability) satisfactory to the Administrative Agent	CL § 3(j)(ii)	Thomas F. Holbrook (GC, Penterra)	At or prior to Closing	Not Started	Penterra to provide certificates of insurance
32	Lien Searches / No Liens	Delivery of UCC, federal tax lien, judgment lien, and intellectual property lien search results confirming no prior liens on Veridian's assets (or arrangements for discharge at Closing)	CL § 3(k)	Calderwood & Harkness LLP	At or prior to Closing	Not Started	Searches to be conducted in Delaware (state of incorporation), Massachusetts (principal office), California, and Maryland (states with operations/employees)
33	Patriot Act / KYC	Completion of 'know your customer' and anti-money laundering diligence on Penterra (Borrower), including delivery of IRS Form W-9, beneficial ownership certification, and Patriot Act identification	CL § 3(l)	Ironclad Trust Company, N.A. / Penterra	At or prior to Closing	In Progress	Penterra EIN: 22-3847561; Penterra is publicly traded on Nasdaq (ticker: PPCA); KYC package submitted to Ironclad
34	Patriot Act / KYC	Completion of 'know your customer' and anti-money laundering diligence on Veridian Biosciences, Inc. (Target)	CL § 3(l)(ii)	Ironclad Trust Company, N.A. / Veridian	At or prior to Closing	In Progress	Veridian EIN: 84-2193047; privately held
35	No Default	No default or event of default under the Credit Agreement shall have occurred and be continuing at the time of funding	CL § 3(m)	Catherine M. Burgess (CFO, Penterra) / Calderwood & Harkness LLP	At Closing	Not Started	To be confirmed via officer's certificate at closing
36	Material Adverse Change — Borrower	Since the date of the commitment letter (June 7, 2024), no event, change, or condition shall have occurred that has had or would reasonably be expected to have a material adverse effect on Penterra and its subsidiaries, taken as a whole	CL § 3(n)	Calderwood & Harkness LLP	At Closing	In Progress	Ongoing monitoring; distinct from the SPA's MAE condition relating to Veridian
37	Closing Certificates (SPA)	Delivery of executed Seller's closing certificate under SPA § 7.2, certifying bring-down of representations and warranties and compliance with covenants	CL § 3(c)(i) / SPA § 7.2	Zalcourt Archer & Cole LLP / Dr. Julian Marek (CEO, Veridian)	At Closing	Not Started	Form of closing certificate prepared by C&H dated June 10, 2024
38	Closing Certificates (SPA)	Delivery of executed Buyer's closing certificate under SPA § 7.3	CL § 3(c) / SPA § 7.3	Calderwood & Harkness LLP / Dr. Anand Rajagopal (CEO, Penterra)	At Closing	Not Started	Form of closing certificate prepared by C&H dated June 10, 2024
39	Borrowing Notice	Delivery of irrevocable borrowing notice to Administrative Agent (Ironclad Trust Company, N.A.) at least 3 business days prior to the requested funding date, specifying the $500,000,000 drawdown amount and the Closing Date	CL § 3(o)	Catherine M. Burgess (CFO, Penterra) / Calderwood & Harkness LLP	3 business days prior to Closing	Not Started	Borrowing notice to be sent to Samantha Hwang (VP) at Ironclad, 60 Wall Street, New York, NY 10005

[sheet: Status Summary]

Category	Total Items	Delivered / Satisfied	In Progress	Not Started	N/A	Completion %
Transaction Documents	7	5	2	0	0	71%
Regulatory Approvals	3	1	2	0	0	33%
SPA Closing Conditions	4	0	1	3	0	0%
Corporate Authorizations — Borrower	4	0	2	2	0	0%
Officer's Certificates	1	0	0	1	0	0%
Solvency Certificate	1	0	0	1	0	0%
Legal Opinions	2	0	0	2	0	0%
Financial Deliverables	4	1	1	2	0	25%
Credit Agreement Execution	2	0	2	0	0	0%
Funds Flow	1	0	1	0	0	0%
Insurance	2	1	0	1	0	50%
Lien Searches / No Liens	1	0	0	1	0	0%
Patriot Act / KYC	2	0	2	0	0	0%
No Default	1	0	0	1	0	0%
Material Adverse Change — Borrower	1	0	1	0	0	0%
Closing Certificates (SPA)	2	0	0	2	0	0%
Borrowing Notice	1	0	0	1	0	0%
TOTAL	39	8	14	17	0	21%

[sheet: Key Contacts]

Organization	Role	Contact Name	Title	Address
Penterra Pharmaceuticals Corp.	Borrower — CEO	Dr. Anand Rajagopal	Chief Executive Officer	1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Penterra Pharmaceuticals Corp.	Borrower — CFO	Catherine M. Burgess	Chief Financial Officer	1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Penterra Pharmaceuticals Corp.	Borrower — General Counsel	Thomas F. Holbrook	General Counsel & Secretary	1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Penterra Pharmaceuticals Corp.	Borrower — Corp. Dev.	Natalie Reiner	SVP, Corporate Development	1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Calderwood & Harkness LLP	Buyer's Counsel — Responsible Partner	Oliver Mackenzie	Partner, M&A	200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP	Buyer's Counsel — Billing Partner	Harrison Wexford	Partner, M&A	200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP	Buyer's Counsel — Lead Associate	Megan Chu	Associate, M&A	200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP	Buyer's Counsel — Working Associate	Derek Okonkwo	Associate, M&A	200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP	Buyer's Counsel — Tax	Leonard Cross	Partner, Tax	200 Park Avenue, 42nd Floor, New York, NY 10166
Ironclad Trust Company, N.A.	Administrative Agent	Samantha Hwang	Vice President	60 Wall Street, New York, NY 10005
Summit Ridge Capital Partners, LP	Lead Arranger	Philip Ostrander	Managing Director	277 Park Avenue, 40th Floor, New York, NY 10172
Garrison Zanthor & Co., LLC	Buyer's Financial Advisor	Kevin Driscoll	Managing Director	383 Madison Avenue, New York, NY 10179
Veridian Biosciences, Inc.	Target — CEO	Dr. Julian Marek	CEO & Co-Founder	550 Gateway Drive, Cambridge, MA 02142
Veridian Biosciences, Inc.	Target — CFO	Steven R. Kessler	Chief Financial Officer	550 Gateway Drive, Cambridge, MA 02142
Veridian Biosciences, Inc.	Target — General Counsel	Rachel Stein-Goldberg	General Counsel	550 Gateway Drive, Cambridge, MA 02142
Zalcourt Archer & Cole LLP	Target's / Sellers' Counsel	Rebecca Whitmore	Partner, M&A	One Federal Street, 30th Floor, Boston, MA 02110
Fidelis National Escrow Corp.	Escrow Agent	Brian Mulcahy	Senior Vice President	601 Riverside Avenue, Jacksonville, FL 32204
Atlas Indemnity Insurance Co.	R&W Insurer	Graham Fielding	Senior Vice President	300 First Stamford Place, Stamford, CT 06902
Prescott Whitfield Insurance Brokers, Inc.	R&W Insurance Broker	Amanda Chen-Kowalski	Managing Director	175 Water Street, 22nd Floor, New York, NY 10038
Tarrant & Co.	Penterra's Auditor	Diana Rourke	Engagement Partner	550 South Tryon Street, Suite 1400, Charlotte, NC 28202
Northbridge Accounting Group LLP	Veridian's Auditor	Patrick Calloway	Engagement Partner	125 High Street, Suite 3100, Boston, MA 02110
Stonebridge HSW Antitrust Advisors LLP	Antitrust Counsel	Martin Prumvane	Partner	1440 New York Avenue NW, Suite 700, Washington, DC 20005
David Ng (Crestline Ventures, LP)	Stockholder Representative	David Ng	Managing Partner	N/A

[sheet: Key Dates & Milestones]

Date	Event / Milestone	Status	Notes
2024-02-12	Penterra Board authorizes exploration of Veridian acquisition	Completed	Matter opened
2024-02-14	Calderwood & Harkness LLP and Garrison Zanthor & Co. engaged	Completed
2024-03-01	Penterra submits non-binding indication of interest ($850M–$950M range)	Completed
2024-03-04	Confidentiality Agreement (NDA) executed between Penterra and Veridian	Completed
2024-03-11	Data room access granted to Penterra	Completed
2024-03-18	Broadleaf Scientific Consulting LLC engaged for clinical due diligence	Completed	Dr. Raymond Kapoor, MD
2024-04-22	HSR Act pre-merger notification submitted (filing fee: $280,500)	Completed	Filed with FTC and DOJ Antitrust Division
2024-05-20	HSR early termination granted	Completed	Antitrust condition to closing satisfied
2024-06-07	Financing commitment letter executed (Ref. CL-2024-PPCA-0607)	Completed	$500M committed term loan; Summit Ridge / Ironclad
2024-06-09	Garrison Zanthor & Co. fairness opinion delivered to Penterra Board	Completed
2024-06-10	Stock Purchase Agreement signed (Purchase Price: $900,000,000)	Completed	Executed by Dr. Anand Rajagopal (Penterra) and Dr. Julian Marek (Veridian)
2024-06-12	R&W insurance policy bound (Atlas Indemnity; Policy No. AIC-RWI-2024-07892)	Completed	Limit: $180M; Premium: $3,960,000; SIR: $9M
2024-06-14	Veridian stockholder written consent delivered (>90% approval)	Completed
2024-06-18	C&H delivers mark-up of draft term loan credit agreement to Ironclad/Summit Ridge	Completed	Negotiations ongoing
2024-06-20	Financing Conditions Checklist prepared (this document)	Completed
2024-09-08	Ticking fee commences (90 days post-SPA signing)	Pending	0.175%/yr on $500M unfunded commitment
TBD	Closing Date — target date to be determined	Upcoming	All conditions precedent must be satisfied or waived; must occur before Outside Date
2024-12-10	SPA Outside Date / Financing Commitment Expiration	Upcoming	Commitment co-terminous with SPA Outside Date

[sheet: Funding Mechanics]

Line Item

SOURCES OF FUNDS

Term Loan Drawdown	$500,000,000	From Ironclad Trust Company, N.A. (Administrative Agent) to Penterra	Per commitment letter CL-2024-PPCA-0607; SOFR + 225 bps
Penterra Cash on Hand	$400,000,000	Penterra internal cash reserves	Q2 2024 cash on hand: $2,100,000,000
Total Sources	$900,000,000	= $500,000,000 + $400,000,000

USES OF FUNDS

Indemnification Escrow Deposit	$180,000,000	To Fidelis National Escrow Corp.	20% × $900M purchase price; per SPA § 2.3(a)
Stockholder Representative Expense Fund	$2,500,000	To Fidelis National Escrow Corp.	Per SPA § 2.3(b); for David Ng (Stockholder Rep.) expenses
Net Closing Payment to Sellers	$717,500,000	To Sellers via payment agent	$900M − $180M − $2.5M = $717,500,000
Total Uses	$900,000,000	= $180,000,000 + $2,500,000 + $717,500,000

FEES & COSTS (Separate from Purchase Price)

Commitment Fee (accrued, signing to closing)	Estimated per period	To Summit Ridge / Ironclad	$500M × 0.35% ÷ 365 × days elapsed; through June 20: ~$62,466 accrued (13 days from June 7)
Ticking Fee (commences Sept 8, 2024)	$875,000/yr	To Summit Ridge / Ironclad	Commences 90 days post-SPA signing; $500M × 0.175% = $875,000/yr

[sheet: Cover & Summary]
Field | Detail
Document Title | Financing Conditions Checklist — Conditions Precedent to Drawdown
Prepared By | Calderwood & Harkness LLP
Matter Number | 1018-00008
Date Prepared | June 20, 2024
Responsible Partner | Oliver Mackenzie
Billing Partner | Harrison Wexford
Lead Associate | Megan Chu
Working Associate | Derek Okonkwo
Client | Penterra Pharmaceuticals Corp. (Nasdaq: PPCA)
Client Address | 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Transaction | Acquisition of 100% of the outstanding capital stock of Veridian Biosciences, Inc.
Purchase Price | $900,000,000 (cash)
Facility | $500,000,000 Committed Term Loan Facility
Commitment Letter Reference | CL-2024-PPCA-0607, dated June 7, 2024
Lead Arranger | Summit Ridge Capital Partners, LP (Contact: Philip Ostrander, MD)
Lead Arranger Address | 277 Park Avenue, 40th Floor, New York, NY 10172
Administrative Agent | Ironclad Trust Company, N.A. (Contact: Samantha Hwang, VP)
Administrative Agent Address | 60 Wall Street, New York, NY 10005
Interest Rate | SOFR + 225 bps
Commitment Fee | 0.35% per annum on unfunded commitments ($1,750,000/yr)
Ticking Fee | 0.175% per annum, commencing 90 days post-signing (September 8, 2024)
Commitment Expiration | Co-terminous with SPA Outside Date: December 10, 2024
Funding Mix | $500,000,000 term loan + $400,000,000 Penterra cash on hand = $900,000,000
SPA Execution Date | June 10, 2024
SPA Outside Date | December 10, 2024
Borrower | Penterra Pharmaceuticals Corp.
Target | Veridian Biosciences, Inc., 550 Gateway Drive, Cambridge, MA 02142
Borrower's Counsel | Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166
Classification | PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
[sheet: Conditions Precedent]
Item No. | Category | Condition Precedent Description | CL / Credit Agreement Reference | Responsible Party | Delivery Deadline | Status | Date Satisfied | Notes / Comments
1 | Transaction Documents | Delivery of fully executed Stock Purchase Agreement (SPA) among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc., the Sellers, and David Ng as Stockholder Representative | CL § 3(a)(i) | Calderwood & Harkness LLP / Penterra | At or prior to Closing | Delivered | 2024-06-10 | SPA executed June 10, 2024; copy delivered to Ironclad Trust Company, N.A.
2 | Transaction Documents | Delivery of all Disclosure Schedules to the SPA, in final executed form | CL § 3(a)(i) | Zalcourt Archer & Cole LLP / Veridian | At or prior to Closing | Delivered | 2024-06-10 | Sellers' Disclosure Schedules finalized and delivered June 10, 2024
3 | Transaction Documents | Delivery of executed Escrow Agreement among Penterra, David Ng (Stockholder Representative), and Fidelis National Escrow Corp. | CL § 3(a)(ii) | Calderwood & Harkness LLP | At or prior to Closing | Delivered | 2024-06-10 | Escrow Agreement executed June 10, 2024; escrow agent: Fidelis National Escrow Corp., 601 Riverside Avenue, Jacksonville, FL 32204 (Brian Mulcahy, SVP)
4 | Transaction Documents | Delivery of executed Stockholder Representative Agreement (David Ng / Crestline Ventures, LP) | CL § 3(a)(ii) | Calderwood & Harkness LLP | At or prior to Closing | Delivered | 2024-06-10 | Executed June 10, 2024
5 | Transaction Documents | Delivery of Veridian stockholder written consents (>90% approval required under DGCL § 228) | CL § 3(a)(iii) | Zalcourt Archer & Cole LLP / Veridian | At or prior to Closing | Delivered | 2024-06-14 | Written consents delivered June 14, 2024; holders of >90% approved (including Crestline Ventures 28.3%, Boreal Health Partners Fund III 19.7%, Apex Growth Equity Fund II 14.1%)
6 | Transaction Documents | Delivery of executed Non-Competition and Non-Solicitation Agreements (Dr. Julian Marek, Dr. Priya Chandrasekaran) | CL § 3(a)(iv) | Calderwood & Harkness LLP | At Closing | In Progress | Forms prepared June 10, 2024; execution at closing
7 | Transaction Documents | Delivery of executed Transition Services Agreement | CL § 3(a)(v) | Calderwood & Harkness LLP | At Closing | In Progress | Draft dated June 5, 2024; under negotiation
8 | Regulatory Approvals | Expiration or early termination of the HSR Act waiting period | CL § 3(b)(i) | Stonebridge HSW Antitrust Advisors LLP / Calderwood & Harkness LLP | Prior to Closing | Satisfied | 2024-05-20 | HSR filing submitted April 22, 2024 (filing fee: $280,500); early termination granted May 20, 2024
9 | Regulatory Approvals | No governmental order, injunction, or decree preventing consummation of the acquisition | CL § 3(b)(ii) | Calderwood & Harkness LLP | At Closing | In Progress | Ongoing monitoring; no adverse governmental action identified as of June 20, 2024
10 | Regulatory Approvals | No law enacted after the date of the commitment letter that would prohibit or make illegal the Transactions or the funding of the term loan | CL § 3(b)(iii) | Calderwood & Harkness LLP | At Closing | In Progress | Ongoing monitoring
11 | SPA Closing Conditions | Bring-down of Sellers' representations and warranties in the SPA to material adverse effect qualification standard (SPA § 7.2(a)) | CL § 3(c)(i) | Calderwood & Harkness LLP | At Closing | Not Started | Seller's closing certificate to confirm; form prepared June 10, 2024
12 | SPA Closing Conditions | No material adverse effect shall have occurred since the date of the SPA with respect to Veridian (SPA § 7.2(b)) | CL § 3(c)(ii) | Calderwood & Harkness LLP | At Closing | Not Started | Material adverse effect defined in SPA § 1.1; carveouts for pandemics, general economic/industry conditions, changes in law, natural disasters, acts of war, financial market changes, and announcement/pendency of Transactions; carveouts subject to disproportionate impact exception
13 | SPA Closing Conditions | Compliance by Sellers with all covenants and agreements under the SPA in all material respects (SPA § 7.2(c)) | CL § 3(c)(iii) | Calderwood & Harkness LLP | At Closing | Not Started | Interim operating covenant compliance being tracked separately; see Interim Operating Covenant Compliance Tracker
14 | SPA Closing Conditions | SPA shall not have been terminated and shall be in full force and effect | CL § 3(c)(iv) | Calderwood & Harkness LLP | At Closing | In Progress | SPA executed June 10, 2024; Outside Date: December 10, 2024; no termination events as of June 20, 2024
15 | Corporate Authorizations — Borrower | Delivery of certified copies of resolutions of the Board of Directors of Penterra Pharmaceuticals Corp. authorizing the execution, delivery, and performance of the Credit Agreement and related loan documents | CL § 3(d)(i) | Calderwood & Harkness LLP / Thomas F. Holbrook (GC, Penterra) | At or prior to Closing | In Progress | Board resolution authorizing SPA execution adopted June 10, 2024; supplemental resolution authorizing loan documents to be adopted prior to closing
16 | Corporate Authorizations — Borrower | Delivery of Secretary's Certificate of Penterra certifying incumbency of authorized officers, attaching certificate of incorporation, bylaws, and board resolutions | CL § 3(d)(ii) | Thomas F. Holbrook (GC, Penterra) | At Closing | In Progress | Secretary's Certificate for SPA executed June 10, 2024; updated certificate for credit agreement to be prepared
17 | Corporate Authorizations — Borrower | Certificate of good standing of Penterra Pharmaceuticals Corp. from the Delaware Secretary of State (dated within 5 business days of Closing) | CL § 3(d)(iii) | Calderwood & Harkness LLP | At Closing | Not Started | Penterra incorporated in Delaware; registered agent: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901
18 | Corporate Authorizations — Borrower | Certificate of good standing from the New Jersey Secretary of State (Penterra's state of principal office) | CL § 3(d)(iv) | Calderwood & Harkness LLP | At Closing | Not Started | Principal office: 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
19 | Officer's Certificates | Officer's certificate of Penterra certifying (i) accuracy of representations and warranties in the Credit Agreement, (ii) no default or event of default, and (iii) satisfaction of all conditions to funding, signed by CFO Catherine M. Burgess | CL § 3(e)(i) | Catherine M. Burgess (CFO, Penterra) / Calderwood & Harkness LLP | At Closing | Not Started | Form to be prepared; substantially similar to Form of Closing Certificate — Buyer under SPA
20 | Solvency Certificate | Solvency certificate of Penterra Pharmaceuticals Corp. (on a pro forma basis after giving effect to the acquisition and the incurrence of the term loan), delivered by CFO Catherine M. Burgess, confirming that Penterra (a) will be solvent, (b) will have adequate capital, and (c) will be able to pay debts as they mature | CL § 3(e)(ii) | Catherine M. Burgess (CFO, Penterra) / Tarrant & Co. (auditor: Diana Rourke, EP) | At Closing | Not Started | Pro forma analysis to incorporate $500M term loan debt, $400M cash deployment, and $900M acquisition of Veridian; Penterra Q2 2024 cash on hand: $2.1B; FY2023 revenue: $4.87B; market cap ~$14.2B
21 | Legal Opinions | Legal opinion of Calderwood & Harkness LLP (Buyer's counsel) addressed to Ironclad Trust Company, N.A. as Administrative Agent, covering (a) due organization and good standing of Penterra, (b) corporate power and authority, (c) due authorization, execution, and delivery of loan documents, (d) no conflicts with organizational documents or applicable law, (e) enforceability of obligations | CL § 3(f)(i) | Oliver Mackenzie / Calderwood & Harkness LLP | At Closing | Not Started | Opinion to be based on Delaware and New York law
22 | Legal Opinions | Legal opinion of Calderwood & Harkness LLP regarding no violation of applicable law and no consent or governmental approval required (other than those already obtained, including HSR clearance) | CL § 3(f)(ii) | Oliver Mackenzie / Calderwood & Harkness LLP | At Closing | Not Started | HSR early termination obtained May 20, 2024
23 | Financial Deliverables | Delivery of Penterra's audited financial statements for FY2021, FY2022, and FY2023 (auditor: Tarrant & Co., engagement partner: Diana Rourke) | CL § 3(g)(i) | Catherine M. Burgess (CFO, Penterra) | At or prior to Closing | Delivered | 2024-06-10 | FY2023 revenue: $4,870,000,000; publicly available filings
24 | Financial Deliverables | Delivery of Veridian's audited financial statements for FY2021, FY2022, and FY2023 (auditor: Northbridge Accounting Group LLP, engagement partner: Patrick Calloway) | CL § 3(g)(ii) | Steven R. Kessler (CFO, Veridian) / Zalcourt Archer & Cole LLP | At or prior to Closing | In Progress | FY2023 revenue: $0 (clinical-stage); FY2023 net loss: ($87,300,000); cash as of March 31, 2024: $112,400,000; total capital raised (Series A–D): $420,000,000
25 | Financial Deliverables | Delivery of unaudited interim financial statements of Veridian for the most recent fiscal quarter ended prior to Closing | CL § 3(g)(iii) | Steven R. Kessler (CFO, Veridian) | At Closing | Not Started | To be delivered within 45 days after end of most recent fiscal quarter
26 | Financial Deliverables | Pro forma financial statements and balance sheet of Penterra on a consolidated basis after giving effect to the acquisition and the incurrence of the term loan | CL § 3(g)(iv) | Catherine M. Burgess (CFO, Penterra) / Garrison Zanthor & Co. (Kevin Driscoll, MD) | At or prior to Closing | Not Started | To reflect: $500M term loan draw, $400M cash deployment, consolidated with Veridian post-acquisition
27 | Credit Agreement Execution | Delivery of fully executed Credit Agreement among Penterra (as Borrower), Ironclad Trust Company, N.A. (as Administrative Agent), Summit Ridge Capital Partners, LP (as Lead Arranger), and the Lenders | CL § 3(h)(i) | Calderwood & Harkness LLP | At Closing | In Progress | C&H mark-up of draft credit agreement delivered June 18, 2024; negotiations ongoing
28 | Credit Agreement Execution | Delivery of fully executed Fee Letter between Penterra, Summit Ridge Capital Partners, LP, and Ironclad Trust Company, N.A. | CL § 3(h)(ii) | Calderwood & Harkness LLP | At or prior to Closing | In Progress | Fee letter reviewed by C&H (memo dated June 9, 2024); commitment fee: $1,750,000/yr; ticking fee: 0.175%/yr commencing Sept 8, 2024
29 | Funds Flow | Delivery of executed Funds Flow Memorandum, specifying (a) wire instructions for Ironclad Trust Company, N.A. (admin agent), (b) Fidelis National Escrow Corp. escrow account for $180,000,000 indemnification escrow, (c) Fidelis escrow account for $2,500,000 stockholder representative expense fund, (d) Sellers' payment agent for net closing payment of $717,500,000 | CL § 3(i) | Calderwood & Harkness LLP / Catherine M. Burgess (CFO, Penterra) | 2 business days prior to Closing | In Progress | Draft funds flow memo dated June 8, 2024; revised draft dated July 2, 2024; wire instructions pending from Fidelis (Brian Mulcahy, SVP) and Sellers' payment agent
30 | Insurance | Evidence that Penterra has obtained buyer-side representation and warranty insurance policy | CL § 3(j) | Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, MD) / Calderwood & Harkness LLP | At or prior to Closing | Satisfied | 2024-06-12 | R&W policy bound June 12, 2024; Carrier: Atlas Indemnity Insurance Co. (Graham Fielding, SVP); Policy No.: AIC-RWI-2024-07892; Limit: $180,000,000; SIR: $9,000,000; Premium: $3,960,000 (non-refundable); Underwriting fee: $75,000
31 | Insurance | Delivery of evidence of Penterra's existing insurance coverage (D&O, general liability) satisfactory to the Administrative Agent | CL § 3(j)(ii) | Thomas F. Holbrook (GC, Penterra) | At or prior to Closing | Not Started | Penterra to provide certificates of insurance
32 | Lien Searches / No Liens | Delivery of UCC, federal tax lien, judgment lien, and intellectual property lien search results confirming no prior liens on Veridian's assets (or arrangements for discharge at Closing) | CL § 3(k) | Calderwood & Harkness LLP | At or prior to Closing | Not Started | Searches to be conducted in Delaware (state of incorporation), Massachusetts (principal office), California, and Maryland (states with operations/employees)
33 | Patriot Act / KYC | Completion of 'know your customer' and anti-money laundering diligence on Penterra (Borrower), including delivery of IRS Form W-9, beneficial ownership certification, and Patriot Act identification | CL § 3(l) | Ironclad Trust Company, N.A. / Penterra | At or prior to Closing | In Progress | Penterra EIN: 22-3847561; Penterra is publicly traded on Nasdaq (ticker: PPCA); KYC package submitted to Ironclad
34 | Patriot Act / KYC | Completion of 'know your customer' and anti-money laundering diligence on Veridian Biosciences, Inc. (Target) | CL § 3(l)(ii) | Ironclad Trust Company, N.A. / Veridian | At or prior to Closing | In Progress | Veridian EIN: 84-2193047; privately held
35 | No Default | No default or event of default under the Credit Agreement shall have occurred and be continuing at the time of funding | CL § 3(m) | Catherine M. Burgess (CFO, Penterra) / Calderwood & Harkness LLP | At Closing | Not Started | To be confirmed via officer's certificate at closing
36 | Material Adverse Change — Borrower | Since the date of the commitment letter (June 7, 2024), no event, change, or condition shall have occurred that has had or would reasonably be expected to have a material adverse effect on Penterra and its subsidiaries, taken as a whole | CL § 3(n) | Calderwood & Harkness LLP | At Closing | In Progress | Ongoing monitoring; distinct from the SPA's MAE condition relating to Veridian
37 | Closing Certificates (SPA) | Delivery of executed Seller's closing certificate under SPA § 7.2, certifying bring-down of representations and warranties and compliance with covenants | CL § 3(c)(i) / SPA § 7.2 | Zalcourt Archer & Cole LLP / Dr. Julian Marek (CEO, Veridian) | At Closing | Not Started | Form of closing certificate prepared by C&H dated June 10, 2024
38 | Closing Certificates (SPA) | Delivery of executed Buyer's closing certificate under SPA § 7.3 | CL § 3(c) / SPA § 7.3 | Calderwood & Harkness LLP / Dr. Anand Rajagopal (CEO, Penterra) | At Closing | Not Started | Form of closing certificate prepared by C&H dated June 10, 2024
39 | Borrowing Notice | Delivery of irrevocable borrowing notice to Administrative Agent (Ironclad Trust Company, N.A.) at least 3 business days prior to the requested funding date, specifying the $500,000,000 drawdown amount and the Closing Date | CL § 3(o) | Catherine M. Burgess (CFO, Penterra) / Calderwood & Harkness LLP | 3 business days prior to Closing | Not Started | Borrowing notice to be sent to Samantha Hwang (VP) at Ironclad, 60 Wall Street, New York, NY 10005
[sheet: Status Summary]
Category | Total Items | Delivered / Satisfied | In Progress | Not Started | N/A | Completion %
Transaction Documents | 7 | 5 | 2 | 0 | 0 | 71%
Regulatory Approvals | 3 | 1 | 2 | 0 | 0 | 33%
SPA Closing Conditions | 4 | 0 | 1 | 3 | 0 | 0%
Corporate Authorizations — Borrower | 4 | 0 | 2 | 2 | 0 | 0%
Officer's Certificates | 1 | 0 | 0 | 1 | 0 | 0%
Solvency Certificate | 1 | 0 | 0 | 1 | 0 | 0%
Legal Opinions | 2 | 0 | 0 | 2 | 0 | 0%
Financial Deliverables | 4 | 1 | 1 | 2 | 0 | 25%
Credit Agreement Execution | 2 | 0 | 2 | 0 | 0 | 0%
Funds Flow | 1 | 0 | 1 | 0 | 0 | 0%
Insurance | 2 | 1 | 0 | 1 | 0 | 50%
Lien Searches / No Liens | 1 | 0 | 0 | 1 | 0 | 0%
Patriot Act / KYC | 2 | 0 | 2 | 0 | 0 | 0%
No Default | 1 | 0 | 0 | 1 | 0 | 0%
Material Adverse Change — Borrower | 1 | 0 | 1 | 0 | 0 | 0%
Closing Certificates (SPA) | 2 | 0 | 0 | 2 | 0 | 0%
Borrowing Notice | 1 | 0 | 0 | 1 | 0 | 0%
TOTAL | 39 | 8 | 14 | 17 | 0 | 21%
[sheet: Key Contacts]
Organization | Role | Contact Name | Title | Address
Penterra Pharmaceuticals Corp. | Borrower — CEO | Dr. Anand Rajagopal | Chief Executive Officer | 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Penterra Pharmaceuticals Corp. | Borrower — CFO | Catherine M. Burgess | Chief Financial Officer | 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Penterra Pharmaceuticals Corp. | Borrower — General Counsel | Thomas F. Holbrook | General Counsel & Secretary | 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Penterra Pharmaceuticals Corp. | Borrower — Corp. Dev. | Natalie Reiner | SVP, Corporate Development | 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Calderwood & Harkness LLP | Buyer's Counsel — Responsible Partner | Oliver Mackenzie | Partner, M&A | 200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP | Buyer's Counsel — Billing Partner | Harrison Wexford | Partner, M&A | 200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP | Buyer's Counsel — Lead Associate | Megan Chu | Associate, M&A | 200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP | Buyer's Counsel — Working Associate | Derek Okonkwo | Associate, M&A | 200 Park Avenue, 42nd Floor, New York, NY 10166
Calderwood & Harkness LLP | Buyer's Counsel — Tax | Leonard Cross | Partner, Tax | 200 Park Avenue, 42nd Floor, New York, NY 10166
Ironclad Trust Company, N.A. | Administrative Agent | Samantha Hwang | Vice President | 60 Wall Street, New York, NY 10005
Summit Ridge Capital Partners, LP | Lead Arranger | Philip Ostrander | Managing Director | 277 Park Avenue, 40th Floor, New York, NY 10172
Garrison Zanthor & Co., LLC | Buyer's Financial Advisor | Kevin Driscoll | Managing Director | 383 Madison Avenue, New York, NY 10179
Veridian Biosciences, Inc. | Target — CEO | Dr. Julian Marek | CEO & Co-Founder | 550 Gateway Drive, Cambridge, MA 02142
Veridian Biosciences, Inc. | Target — CFO | Steven R. Kessler | Chief Financial Officer | 550 Gateway Drive, Cambridge, MA 02142
Veridian Biosciences, Inc. | Target — General Counsel | Rachel Stein-Goldberg | General Counsel | 550 Gateway Drive, Cambridge, MA 02142
Zalcourt Archer & Cole LLP | Target's / Sellers' Counsel | Rebecca Whitmore | Partner, M&A | One Federal Street, 30th Floor, Boston, MA 02110
Fidelis National Escrow Corp. | Escrow Agent | Brian Mulcahy | Senior Vice President | 601 Riverside Avenue, Jacksonville, FL 32204
Atlas Indemnity Insurance Co. | R&W Insurer | Graham Fielding | Senior Vice President | 300 First Stamford Place, Stamford, CT 06902
Prescott Whitfield Insurance Brokers, Inc. | R&W Insurance Broker | Amanda Chen-Kowalski | Managing Director | 175 Water Street, 22nd Floor, New York, NY 10038
Tarrant & Co. | Penterra's Auditor | Diana Rourke | Engagement Partner | 550 South Tryon Street, Suite 1400, Charlotte, NC 28202
Northbridge Accounting Group LLP | Veridian's Auditor | Patrick Calloway | Engagement Partner | 125 High Street, Suite 3100, Boston, MA 02110
Stonebridge HSW Antitrust Advisors LLP | Antitrust Counsel | Martin Prumvane | Partner | 1440 New York Avenue NW, Suite 700, Washington, DC 20005
David Ng (Crestline Ventures, LP) | Stockholder Representative | David Ng | Managing Partner | N/A
[sheet: Key Dates & Milestones]
Date | Event / Milestone | Status | Notes
2024-02-12 | Penterra Board authorizes exploration of Veridian acquisition | Completed | Matter opened
2024-02-14 | Calderwood & Harkness LLP and Garrison Zanthor & Co. engaged | Completed
2024-03-01 | Penterra submits non-binding indication of interest ($850M–$950M range) | Completed
2024-03-04 | Confidentiality Agreement (NDA) executed between Penterra and Veridian | Completed
2024-03-11 | Data room access granted to Penterra | Completed
2024-03-18 | Broadleaf Scientific Consulting LLC engaged for clinical due diligence | Completed | Dr. Raymond Kapoor, MD
2024-04-22 | HSR Act pre-merger notification submitted (filing fee: $280,500) | Completed | Filed with FTC and DOJ Antitrust Division
2024-05-20 | HSR early termination granted | Completed | Antitrust condition to closing satisfied
2024-06-07 | Financing commitment letter executed (Ref. CL-2024-PPCA-0607) | Completed | $500M committed term loan; Summit Ridge / Ironclad
2024-06-09 | Garrison Zanthor & Co. fairness opinion delivered to Penterra Board | Completed
2024-06-10 | Stock Purchase Agreement signed (Purchase Price: $900,000,000) | Completed | Executed by Dr. Anand Rajagopal (Penterra) and Dr. Julian Marek (Veridian)
2024-06-12 | R&W insurance policy bound (Atlas Indemnity; Policy No. AIC-RWI-2024-07892) | Completed | Limit: $180M; Premium: $3,960,000; SIR: $9M
2024-06-14 | Veridian stockholder written consent delivered (>90% approval) | Completed
2024-06-18 | C&H delivers mark-up of draft term loan credit agreement to Ironclad/Summit Ridge | Completed | Negotiations ongoing
2024-06-20 | Financing Conditions Checklist prepared (this document) | Completed
2024-09-08 | Ticking fee commences (90 days post-SPA signing) | Pending | 0.175%/yr on $500M unfunded commitment
TBD | Closing Date — target date to be determined | Upcoming | All conditions precedent must be satisfied or waived; must occur before Outside Date
2024-12-10 | SPA Outside Date / Financing Commitment Expiration | Upcoming | Commitment co-terminous with SPA Outside Date
[sheet: Funding Mechanics]
Line Item | Amount | Source / Recipient | Notes
SOURCES OF FUNDS
Term Loan Drawdown | $500,000,000 | From Ironclad Trust Company, N.A. (Administrative Agent) to Penterra | Per commitment letter CL-2024-PPCA-0607; SOFR + 225 bps
Penterra Cash on Hand | $400,000,000 | Penterra internal cash reserves | Q2 2024 cash on hand: $2,100,000,000
Total Sources | $900,000,000 | = $500,000,000 + $400,000,000
USES OF FUNDS
Indemnification Escrow Deposit | $180,000,000 | To Fidelis National Escrow Corp. | 20% × $900M purchase price; per SPA § 2.3(a)
Stockholder Representative Expense Fund | $2,500,000 | To Fidelis National Escrow Corp. | Per SPA § 2.3(b); for David Ng (Stockholder Rep.) expenses
Net Closing Payment to Sellers | $717,500,000 | To Sellers via payment agent | $900M − $180M − $2.5M = $717,500,000
Total Uses | $900,000,000 | = $180,000,000 + $2,500,000 + $717,500,000
FEES & COSTS (Separate from Purchase Price)
Commitment Fee (accrued, signing to closing) | Estimated per period | To Summit Ridge / Ironclad | $500M × 0.35% ÷ 365 × days elapsed; through June 20: ~$62,466 accrued (13 days from June 7)
Ticking Fee (commences Sept 8, 2024) | $875,000/yr | To Summit Ridge / Ironclad | Commences 90 days post-SPA signing; $500M × 0.175% = $875,000/yr

[sheet: Cover & Summary]

SOURCES OF FUNDS

USES OF FUNDS

Record

Parties

Dates

Amounts