[sheet: Cover & Summary]

Field	Value
Document Title	Pre-Closing Conditions Satisfaction Checklist
Matter	Penterra Pharmaceuticals Corp. — Acquisition of Veridian Biosciences, Inc.
Matter Number	1018-00008
Prepared By	Calderwood & Harkness LLP
Responsible Partner	Oliver Mackenzie
Lead Associate	Megan Chu
Working Associate	Derek Okonkwo
Client	Penterra Pharmaceuticals Corp. (Nasdaq: PPCA)
Target	Veridian Biosciences, Inc.
Transaction	Stock Purchase Agreement dated June 10, 2024 — $900,000,000 all-cash acquisition of 100% of outstanding capital stock
SPA Execution Date	June 10, 2024
SPA Outside Date	December 10, 2024
Governing Law	State of Delaware
Exclusive Forum	Court of Chancery of the State of Delaware (SPA § 10.6)
Buyer's Counsel	Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166
Sellers' Counsel	Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, MA 02110
Escrow Agent	Fidelis National Escrow Corp., 601 Riverside Avenue, Jacksonville, FL 32204
Last Updated	September 25, 2024
Updated By	Megan Chu / Derek Okonkwo
PRIVILEGED & CONFIDENTIAL	Attorney-Client Privileged / Attorney Work Product

STATUS SUMMARY

Total Conditions Tracked	37
Satisfied	14
Pending / In Progress	7
NOT Satisfied — Flagged	4
Waived	0
Not Yet Due / Closing Deliverable	12

[sheet: §7.1 Mutual Conditions]

Item #	SPA Section	Condition Description	Responsible Party	Status	Date Satisfied or Flagged	Supporting Documentation	Notes / Detail	Risk Flag
7.1-1	§ 7.1(a)	HSR Act — Expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976	Both (Penterra / Veridian)	Satisfied	2024-05-20	FTC early termination notice dated May 20, 2024; HSR filing submitted April 22, 2024 (filing fee: $280,500); advised by Stonebridge HSW Antitrust Advisors LLP (Martin Prumvane)	Early termination granted by FTC on May 20, 2024. No second request issued. Antitrust condition fully satisfied.	None
7.1-2	§ 7.1(b)	No Injunction — No governmental authority shall have enacted, issued, or entered any order, decree, ruling, injunction, or law that restrains, enjoins, or prohibits the consummation of the Transactions	Both	Satisfied	2024-09-25	Ongoing monitoring; no injunctive action identified as of September 25, 2024	No governmental order or injunction has been issued. Note: FDA partial clinical hold on VRD-4187 (IND 154832) imposed August 22, 2024 is regulatory in nature but does not constitute an injunction prohibiting the transaction itself. Condition remains satisfied as of date of last review.	None
7.1-3	§ 7.1(c)	Stockholder Approval — Veridian stockholders shall have approved the Transactions by written consent in accordance with DGCL § 228	Veridian / Sellers	Satisfied	2024-06-14	Stockholder written consent delivered June 14, 2024; holders of >90% of outstanding stock executed consents, including Crestline Ventures, LP (28.3%, David Ng), Boreal Health Partners Fund III, LP (19.7%, Sarah Dalmqvist), and Apex Growth Equity Fund II, LP (14.1%, Marcus Doyle)	Written consent received representing well in excess of the majority required under DGCL § 228. Verified by Calderwood & Harkness review; see Memorandum re: Stockholder Written Consent Process dated June 11, 2024.	None
7.1-4	§ 7.1(d)	No Law — No law, statute, rule, or regulation shall have been enacted, entered, promulgated, or enforced by any governmental authority that makes the consummation of the Transactions illegal or otherwise prohibited	Both	Satisfied	2024-09-25	Ongoing monitoring; no prohibitive legislation or regulation identified as of September 25, 2024	No legislative or regulatory action has been taken that would make the transaction illegal. Condition remains satisfied.	None

[sheet: §7.2 Buyer Conditions]

Item #	SPA Section	Condition Description	Responsible Party	Status	Date Satisfied or Flagged	Supporting Documentation	Notes / Detail	Risk Flag
7.2-1	§ 7.2(a)	Representations and Warranties Bring-Down — The representations and warranties of the Sellers and the Company set forth in the SPA shall be true and correct in all respects (subject to the material adverse effect qualification) as of the Closing Date as though made on and as of such date (except for representations made as of a specific date, which shall be true as of such date)	Veridian / Sellers	NOT SATISFIED	2024-09-06	Deficiency Notice dated September 6, 2024 (C&H to Veridian/LAC); MAE Analysis Memorandum dated August 25, 2024; Supplemental MAE Analysis dated September 2, 2024; Broadleaf Supplemental Clinical Assessment dated August 19, 2024	FLAGGED: Marlowe Asset Management-2 Phase II interim data (DMC analysis August 14, 2024) showed Grade ≥3 CRS of 23.4% (treatment arm, n=194) vs. 4.1% (control arm, n=193); 7 treatment-related deaths (3.6%) vs. 1 control death (0.5%); ORR of 31.4% vs. 28.9% (p=0.58, not statistically significant). FDA imposed partial clinical hold on VRD-4187 (IND 154832) on August 22, 2024. Representations regarding the Company's business, regulatory compliance, and clinical data cannot be brought down to the material adverse effect-qualified standard. Veridian disputes (letter of September 13, 2024); see Analysis of Veridian's Response Memorandum dated September 16, 2024.	FLAGGED
7.2-2	§ 7.2(b)	No Material Adverse Effect — Since the date of the Agreement (June 10, 2024), there shall not have occurred any event, change, development, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, results of operations, financial condition, or assets of the Company, taken as a whole	Veridian / Sellers	NOT SATISFIED	2024-08-14	Marlowe Asset Management-2 DMC Interim Analysis Report (August 14, 2024); Veridian notification received August 16, 2024 (per SPA § 5.1(b)); FDA Partial Clinical Hold Letter (IND 154832, August 22, 2024); Broadleaf Supplemental Assessment (August 19, 2024); C&H MAE Analysis Memo (August 25, 2024); C&H Supplemental MAE Analysis (September 2, 2024); C&H MAE Carveouts Analysis (August 28, 2024); C&H Disproportionate Impact Analysis (September 3, 2024); Delaware MAE Case Law Survey (August 27, 2024)	FLAGGED: Calderwood & Harkness's analysis concludes that the aggregate impact of the Marlowe Asset Management-2 clinical data and FDA partial clinical hold constitutes a material adverse effect under SPA § 1.1. The MAE definition carveouts (general economic conditions, industry conditions, pandemics, changes in law, natural disasters, financial markets, announcement effects) do not apply to company-specific clinical trial results. The disproportionate impact exception would apply in any event. Veridian Protocol v4.0 amendment (August 28, 2024 — dose reduction from 1.5 mg/kg to 0.75 mg/kg with mandatory tocilizumab prophylaxis) does not cure the MAE. Deficiency Notice sent September 6, 2024. This condition is the primary basis for Penterra's termination right under § 8.1(d).	FLAGGED
7.2-3	§ 7.2(c)	Performance of Covenants — The Sellers and the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the SPA on or before the Closing Date	Veridian / Sellers	Pending — Under Review	2024-09-25	Interim Operating Covenant Compliance Tracker (updated through Sept. 25, 2024); Consent Request re: Protocol Amendment (August 30, 2024); Notification Obligations Memo (August 18, 2024)	Veridian's compliance with § 5.1(b) notification obligations is under review. Veridian notified Penterra of DMC findings on August 16, 2024 (two days after August 14 DMC analysis). Protocol v4.0 amendment implemented August 28, 2024 — question raised whether Penterra's consent was required under § 5.1 operating covenants; C&H letter to LAC (Rebecca Whitmore) dated August 30, 2024 requesting information. No-shop compliance (§ 5.4) — no evidence of breach identified.	None
7.2-4	§ 7.2(d)	Closing Certificate — Seller — Delivery of a certificate signed by an authorized officer of the Company certifying satisfaction of conditions in §§ 7.2(a) and 7.2(b)	Veridian	NOT Satisfied	N/A	Form of Closing Certificate — Seller (prepared by C&H, dated June 10, 2024)	FLAGGED: Cannot be delivered because underlying conditions (§§ 7.2(a) and 7.2(b)) are not satisfied. Veridian disputes this position. Certificate would require Veridian officer to certify that no material adverse effect has occurred, which Penterra contends is not truthfully certifiable.	FLAGGED
7.2-5	§ 7.2(e)	Secretary's Certificate — Veridian — Delivery of a certificate of the Secretary of Veridian certifying incumbency, authority, organizational documents, and board/stockholder resolutions	Veridian	Not Yet Due / Closing Deliverable	N/A	N/A	To be delivered at closing. Veridian stockholder consent obtained June 14, 2024. Board resolutions believed to have been adopted.	None
7.2-6	§ 7.2(f)	Good Standing Certificates — Delivery of good standing certificates for Veridian from the Delaware Secretary of State and Massachusetts Secretary of the Commonwealth	Veridian	Not Yet Due / Closing Deliverable	N/A	N/A	To be delivered at or shortly prior to closing. Veridian is a Delaware corporation with principal office at 550 Gateway Drive, Cambridge, MA 02142. DE registered agent: Tidewater Registered Agents LLC, 838 Walker Road, Suite 21-2, Dover, DE 19904.	None
7.2-7	§ 7.2(g)	Escrow Agreement — Execution and delivery of the Escrow Agreement among Penterra, the Stockholder Representative (David Ng), and Fidelis National Escrow Corp.	All Parties	Satisfied (Executed)	2024-06-10	Escrow Agreement dated June 10, 2024; Fidelis National Escrow Corp. (Brian Mulcahy, SVP) — 601 Riverside Avenue, Jacksonville, FL 32204	Escrow Agreement executed at signing. Provides for deposit at closing of $180,000,000 indemnification escrow (20% × $900M purchase price) and $2,500,000 stockholder representative expense fund. Actual funding to occur at closing. Given termination proceedings, deposits were never made.	None
7.2-8	§ 7.2(h)	Non-Competition Agreements — Execution and delivery of Non-Competition and Non-Solicitation Agreements by Dr. Julian Marek (CEO, 8.4% equity) and Dr. Priya Chandrasekaran (CSO, 6.2% equity)	Marek / Chandrasekaran	Not Yet Due / Closing Deliverable	N/A	Form of Non-Competition and Non-Solicitation Agreement (prepared by C&H, dated June 10, 2024) — two-year non-compete, two-year non-solicitation	Forms finalized; execution to occur at closing.	None
7.2-9	§ 7.2(i)	FIRPTA Certificate — Delivery of a FIRPTA non-foreign person affidavit (or similar certification) in accordance with Treasury Regulations § 1.1445-2	Veridian / Sellers	Not Yet Due / Closing Deliverable	N/A	N/A	Standard closing deliverable for stock acquisitions. Veridian is a domestic corporation (Delaware).	None
7.2-10	§ 7.2(j)	Payoff Letters and Release of Liens — Delivery of payoff letters and lien releases for any indebtedness of the Company	Veridian	Not Yet Due / Closing Deliverable	N/A	N/A	Veridian has no material debt; verification ongoing. Clinical-stage company with $112.4M cash on hand as of March 31, 2024.	None
7.2-11	§ 7.2(k)	Stockholder Representative Agreement — Execution and delivery of the Stockholder Representative Agreement appointing David Ng (Crestline Ventures, LP)	David Ng / Sellers	Satisfied (Executed)	2024-06-10	Stockholder Representative Agreement dated June 10, 2024	Executed at signing. David Ng (Managing Partner, Crestline Ventures, LP — 28.3% fully diluted equity) appointed as Stockholder Representative.	None
7.2-12	§ 7.2(l)	Resignations — Delivery of resignations of directors and officers of Veridian as requested by Buyer	Veridian	Not Yet Due / Closing Deliverable	N/A	N/A	To be delivered at closing. List of requested resignees to be provided prior to closing.	None
7.2-13	§ 7.2(m)	Transition Services Agreement — Execution and delivery of the Transition Services Agreement	Both	Pending	N/A	Draft TSA dated June 5, 2024 (prepared by C&H); provides for up to 12 months of post-closing transitional services	TSA draft circulated; negotiations not finalized prior to termination proceedings.	None
7.2-14	§ 7.2(n)	Legal Opinion — Delivery of legal opinion from Zalcourt Archer & Cole LLP (Rebecca Whitmore, Jonathan Pratt) as to due authorization, enforceability, and related matters	Veridian (via LAC)	Not Yet Due / Closing Deliverable	N/A	N/A	Customary closing deliverable from Sellers' counsel.	None

[sheet: §7.3 Seller Conditions]

Item #	SPA Section	Condition Description	Responsible Party	Status	Date Satisfied or Flagged	Supporting Documentation	Notes / Detail	Risk Flag
7.3-1	§ 7.3(a)	Buyer Representations Bring-Down — The representations and warranties of the Buyer set forth in the SPA shall be true and correct in all material respects as of the Closing Date	Penterra	Satisfied	2024-09-25	No changes identified; Penterra representations remain true as of September 25, 2024	Penterra Pharmaceuticals Corp. (Delaware corporation; Nasdaq: PPCA; Market Cap ~$14.2B; FY2023 Revenue $4.87B; Q2 2024 Cash $2.1B). No material changes to Buyer's ability to fund the purchase price. Financing commitment (CL-2024-PPCA-0607) remains in effect through December 10, 2024 (co-terminous with Outside Date).	None
7.3-2	§ 7.3(b)	Buyer Covenants Compliance — The Buyer shall have performed and complied in all material respects with the covenants and agreements required to be performed by Buyer under the SPA	Penterra	Pending — Under Review	2024-09-25	Financing cooperation side letter (June 10, 2024); ongoing covenant compliance	Penterra has cooperated with financing obligations. Note: Veridian may argue Penterra's refusal to close and issuance of Deficiency Notice (September 6, 2024) itself constitutes a covenant breach. C&H position: Deficiency Notice is a contractual right, not a breach.	None
7.3-3	§ 7.3(c)	Buyer Closing Certificate — Delivery of a certificate signed by an authorized officer of Penterra certifying satisfaction of conditions in §§ 7.3(a) and 7.3(b)	Penterra	Not Yet Due / Closing Deliverable	N/A	Form of Closing Certificate — Buyer (prepared by C&H, dated June 10, 2024)	Certificate to be delivered at closing; form prepared. To be signed by Dr. Anand Rajagopal (CEO) or Thomas F. Holbrook (GC).	None
7.3-4	§ 7.3(d)	Purchase Price Payment — Buyer shall have deposited or caused to be deposited: (i) $717,500,000 net closing payment to Sellers' payment agent; (ii) $180,000,000 to the Indemnification Escrow Account at Fidelis National Escrow Corp.; (iii) $2,500,000 to the Stockholder Representative Expense Fund at Fidelis National Escrow Corp.	Penterra	Not Yet Due / Closing Deliverable	N/A	Funds Flow Memorandum — Revised Draft (July 2, 2024); Commitment Letter CL-2024-PPCA-0607 ($500M term loan); Penterra cash on hand ($400M from balance sheet)	Funding plan: $500,000,000 from term loan (Summit Ridge Capital Partners / Ironclad Trust Company, N.A., SOFR + 225 bps) + $400,000,000 from Penterra cash on hand = $900,000,000 total. Allocation: $717,500,000 to Sellers; $180,000,000 to indemnification escrow; $2,500,000 to expense fund. Commitment fee accrued June 7–Sept 30 (~116 days): $556,164. Ticking fee commenced September 8, 2024 (0.175%/yr).	None
7.3-5	§ 7.3(e)	Escrow Agreement — Fully executed Escrow Agreement delivered (cross-reference to § 7.2(g))	All Parties	Satisfied (Executed)	2024-06-10	Escrow Agreement dated June 10, 2024	See § 7.2(g) above. Escrow Agreement executed at signing.	None
7.3-6	§ 7.3(f)	Secretary's Certificate — Penterra — Delivery of a certificate of the Secretary or Assistant Secretary of Penterra certifying incumbency, authority, organizational documents, and board resolutions	Penterra	Not Yet Due / Closing Deliverable	N/A	Form of Secretary's Certificate — Buyer (prepared by C&H, dated June 10, 2024)	To be delivered at closing. Template prepared at signing.	None

[sheet: Financing Conditions]

Item #	Reference	Condition Description	Responsible Party	Status	Date Satisfied or Flagged	Notes / Detail	Risk Flag
F-1	CL-2024-PPCA-0607, § 3(a)	Execution and delivery of the Stock Purchase Agreement in form and substance consistent with the commitment letter	Penterra	Satisfied	2024-06-10	SPA executed June 10, 2024. Commitment letter dated June 7, 2024.	None
F-2	CL-2024-PPCA-0607, § 3(b)	All SPA conditions to Buyer's obligation to close shall have been satisfied or waived	Both / SPA Conditions	NOT Satisfied	2024-09-25	SPA conditions §§ 7.2(a) and 7.2(b) are not satisfied due to material adverse effect. Financing drawdown cannot occur absent satisfaction of SPA closing conditions. Note: This does NOT trigger the reverse termination fee ($45,000,000), which applies only to financing failure, not to failure of SPA closing conditions. See C&H Reverse Termination Fee Inapplicability Analysis.	FLAGGED
F-3	CL-2024-PPCA-0607, § 3(c)	Delivery of officer's certificate and solvency certificate of Penterra	Penterra	Not Yet Due / Closing Deliverable	N/A	Form of Officer's Certificate prepared by C&H (June 10, 2024). Catherine M. Burgess (CFO) to deliver solvency certificate.	None
F-4	CL-2024-PPCA-0607, § 3(d)	Delivery of customary legal opinions from Calderwood & Harkness LLP	C&H	Not Yet Due / Closing Deliverable	N/A	To be delivered at closing.	None
F-5	CL-2024-PPCA-0607, § 3(e)	No material adverse change in the Borrower's (Penterra's) financial condition since the date of the commitment letter	Penterra	Satisfied	2024-09-25	No material adverse change in Penterra's financial condition. Q2 2024 cash: $2.1B; FY2023 revenue: $4.87B; market cap ~$14.2B.	None
F-6	CL-2024-PPCA-0607, § 3(f)	Expiration of the HSR waiting period	Both	Satisfied	2024-05-20	HSR early termination granted May 20, 2024.	None
F-7	CL-2024-PPCA-0607, § 6	Commitment shall not have expired — co-terminous with SPA Outside Date (December 10, 2024)	N/A	Satisfied (Not Expired)	2024-09-25	Commitment expires December 10, 2024. As of September 25, 2024, commitment remains in effect. Administrative Agent: Ironclad Trust Company, N.A. (Samantha Hwang, VP), 60 Wall Street, New York, NY 10005. Lead Arranger: Summit Ridge Capital Partners, LP (Philip Ostrander, MD), 277 Park Avenue, 40th Floor, New York, NY 10172.	None
F-8	CL-2024-PPCA-0607, § 3(g)	Delivery of audited financial statements of the Target for the most recently completed fiscal year and unaudited interim financial statements	Penterra / Veridian	Satisfied	2024-06-10	Veridian FY2023 audited financials (auditor: Whitfield & Hargrove LLP) and Q1 2024 unaudited interim financials delivered to lenders at signing. Cash on hand: $112.4M as of March 31, 2024.	None
F-9	CL-2024-PPCA-0607, § 3(h)	KYC / Anti-Money Laundering — Delivery of all documentation and information required under applicable 'know your customer' and anti-money laundering rules and regulations	Penterra	Satisfied	2024-06-08	KYC packages delivered to Summit Ridge Capital Partners and Ironclad Trust Company, N.A. on June 8, 2024. All beneficial ownership certifications provided.	None

[sheet: R&W Insurance Conditions]

Item #	Reference	Condition / Item Description	Status	Date	Notes / Detail	Risk Flag
RW-1	Policy AIC-RWI-2024-07892	R&W Insurance Policy — Binding	Bound	2024-06-12	Carrier: Atlas Indemnity Insurance Co. (Graham Fielding, SVP), 300 First Stamford Place, Stamford, CT 06902. Broker: Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, MD), 175 Water Street, 22nd Floor, New York, NY 10038. Policy limit: $180,000,000 (matches indemnification cap: 20% × $900M). Self-insured retention: $9,000,000 (matches indemnification basket: 1% × $900M).	None
RW-2	Policy AIC-RWI-2024-07892	Premium Payment	Paid (Non-Refundable)	2024-06-12	Premium: $3,960,000 (2.2% × $180,000,000 policy limit). Underwriting fee: $75,000. Total: $4,035,000. Premium is non-refundable per policy terms — sunk cost to Penterra regardless of closing.	None
RW-3	Policy AIC-RWI-2024-07892	Policy Trigger — Closing must occur for policy to attach	NOT Triggered	2024-09-25	Policy attaches only upon closing of the transaction. Given SPA termination proceedings, policy will not be triggered. C&H letter to Atlas Indemnity dated October 3, 2024 (post-termination) provides formal notice of non-closing.	None
RW-4	Policy AIC-RWI-2024-07892	No-claims letter / confirmation	Pending	N/A	To be confirmed post-termination. Premium non-refundable ($3,960,000 + $75,000 underwriting fee = $4,035,000 total sunk cost).	None
RW-5	Policy AIC-RWI-2024-07892	Exclusion Review — VRD-4187 Clinical Data Known Prior to Binding	Confirmed — No Exclusion Applicable	2024-06-12	Policy was bound June 12, 2024. Marlowe Asset Management-2 DMC interim analysis occurred August 14, 2024. Clinical data issues arose post-binding. However, policy attaches only at closing, which has not occurred. Moot given non-closing.	None

[sheet: Cover & Summary]
Field | Value
Document Title | Pre-Closing Conditions Satisfaction Checklist
Matter | Penterra Pharmaceuticals Corp. — Acquisition of Veridian Biosciences, Inc.
Matter Number | 1018-00008
Prepared By | Calderwood & Harkness LLP
Responsible Partner | Oliver Mackenzie
Lead Associate | Megan Chu
Working Associate | Derek Okonkwo
Client | Penterra Pharmaceuticals Corp. (Nasdaq: PPCA)
Target | Veridian Biosciences, Inc.
Transaction | Stock Purchase Agreement dated June 10, 2024 — $900,000,000 all-cash acquisition of 100% of outstanding capital stock
SPA Execution Date | June 10, 2024
SPA Outside Date | December 10, 2024
Governing Law | State of Delaware
Exclusive Forum | Court of Chancery of the State of Delaware (SPA § 10.6)
Buyer's Counsel | Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, NY 10166
Sellers' Counsel | Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, MA 02110
Escrow Agent | Fidelis National Escrow Corp., 601 Riverside Avenue, Jacksonville, FL 32204
Last Updated | September 25, 2024
Updated By | Megan Chu / Derek Okonkwo
PRIVILEGED & CONFIDENTIAL | Attorney-Client Privileged / Attorney Work Product
STATUS SUMMARY
Total Conditions Tracked | 37
Satisfied | 14
Pending / In Progress | 7
NOT Satisfied — Flagged | 4
Waived | 0
Not Yet Due / Closing Deliverable | 12
[sheet: §7.1 Mutual Conditions]
Item # | SPA Section | Condition Description | Responsible Party | Status | Date Satisfied or Flagged | Supporting Documentation | Notes / Detail | Risk Flag
7.1-1 | § 7.1(a) | HSR Act — Expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 | Both (Penterra / Veridian) | Satisfied | 2024-05-20 | FTC early termination notice dated May 20, 2024; HSR filing submitted April 22, 2024 (filing fee: $280,500); advised by Stonebridge HSW Antitrust Advisors LLP (Martin Prumvane) | Early termination granted by FTC on May 20, 2024. No second request issued. Antitrust condition fully satisfied. | None
7.1-2 | § 7.1(b) | No Injunction — No governmental authority shall have enacted, issued, or entered any order, decree, ruling, injunction, or law that restrains, enjoins, or prohibits the consummation of the Transactions | Both | Satisfied | 2024-09-25 | Ongoing monitoring; no injunctive action identified as of September 25, 2024 | No governmental order or injunction has been issued. Note: FDA partial clinical hold on VRD-4187 (IND 154832) imposed August 22, 2024 is regulatory in nature but does not constitute an injunction prohibiting the transaction itself. Condition remains satisfied as of date of last review. | None
7.1-3 | § 7.1(c) | Stockholder Approval — Veridian stockholders shall have approved the Transactions by written consent in accordance with DGCL § 228 | Veridian / Sellers | Satisfied | 2024-06-14 | Stockholder written consent delivered June 14, 2024; holders of >90% of outstanding stock executed consents, including Crestline Ventures, LP (28.3%, David Ng), Boreal Health Partners Fund III, LP (19.7%, Sarah Dalmqvist), and Apex Growth Equity Fund II, LP (14.1%, Marcus Doyle) | Written consent received representing well in excess of the majority required under DGCL § 228. Verified by Calderwood & Harkness review; see Memorandum re: Stockholder Written Consent Process dated June 11, 2024. | None
7.1-4 | § 7.1(d) | No Law — No law, statute, rule, or regulation shall have been enacted, entered, promulgated, or enforced by any governmental authority that makes the consummation of the Transactions illegal or otherwise prohibited | Both | Satisfied | 2024-09-25 | Ongoing monitoring; no prohibitive legislation or regulation identified as of September 25, 2024 | No legislative or regulatory action has been taken that would make the transaction illegal. Condition remains satisfied. | None
[sheet: §7.2 Buyer Conditions]
Item # | SPA Section | Condition Description | Responsible Party | Status | Date Satisfied or Flagged | Supporting Documentation | Notes / Detail | Risk Flag
7.2-1 | § 7.2(a) | Representations and Warranties Bring-Down — The representations and warranties of the Sellers and the Company set forth in the SPA shall be true and correct in all respects (subject to the material adverse effect qualification) as of the Closing Date as though made on and as of such date (except for representations made as of a specific date, which shall be true as of such date) | Veridian / Sellers | NOT SATISFIED | 2024-09-06 | Deficiency Notice dated September 6, 2024 (C&H to Veridian/LAC); MAE Analysis Memorandum dated August 25, 2024; Supplemental MAE Analysis dated September 2, 2024; Broadleaf Supplemental Clinical Assessment dated August 19, 2024 | FLAGGED: Marlowe Asset Management-2 Phase II interim data (DMC analysis August 14, 2024) showed Grade ≥3 CRS of 23.4% (treatment arm, n=194) vs. 4.1% (control arm, n=193); 7 treatment-related deaths (3.6%) vs. 1 control death (0.5%); ORR of 31.4% vs. 28.9% (p=0.58, not statistically significant). FDA imposed partial clinical hold on VRD-4187 (IND 154832) on August 22, 2024. Representations regarding the Company's business, regulatory compliance, and clinical data cannot be brought down to the material adverse effect-qualified standard. Veridian disputes (letter of September 13, 2024); see Analysis of Veridian's Response Memorandum dated September 16, 2024. | FLAGGED
7.2-2 | § 7.2(b) | No Material Adverse Effect — Since the date of the Agreement (June 10, 2024), there shall not have occurred any event, change, development, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, results of operations, financial condition, or assets of the Company, taken as a whole | Veridian / Sellers | NOT SATISFIED | 2024-08-14 | Marlowe Asset Management-2 DMC Interim Analysis Report (August 14, 2024); Veridian notification received August 16, 2024 (per SPA § 5.1(b)); FDA Partial Clinical Hold Letter (IND 154832, August 22, 2024); Broadleaf Supplemental Assessment (August 19, 2024); C&H MAE Analysis Memo (August 25, 2024); C&H Supplemental MAE Analysis (September 2, 2024); C&H MAE Carveouts Analysis (August 28, 2024); C&H Disproportionate Impact Analysis (September 3, 2024); Delaware MAE Case Law Survey (August 27, 2024) | FLAGGED: Calderwood & Harkness's analysis concludes that the aggregate impact of the Marlowe Asset Management-2 clinical data and FDA partial clinical hold constitutes a material adverse effect under SPA § 1.1. The MAE definition carveouts (general economic conditions, industry conditions, pandemics, changes in law, natural disasters, financial markets, announcement effects) do not apply to company-specific clinical trial results. The disproportionate impact exception would apply in any event. Veridian Protocol v4.0 amendment (August 28, 2024 — dose reduction from 1.5 mg/kg to 0.75 mg/kg with mandatory tocilizumab prophylaxis) does not cure the MAE. Deficiency Notice sent September 6, 2024. This condition is the primary basis for Penterra's termination right under § 8.1(d). | FLAGGED
7.2-3 | § 7.2(c) | Performance of Covenants — The Sellers and the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the SPA on or before the Closing Date | Veridian / Sellers | Pending — Under Review | 2024-09-25 | Interim Operating Covenant Compliance Tracker (updated through Sept. 25, 2024); Consent Request re: Protocol Amendment (August 30, 2024); Notification Obligations Memo (August 18, 2024) | Veridian's compliance with § 5.1(b) notification obligations is under review. Veridian notified Penterra of DMC findings on August 16, 2024 (two days after August 14 DMC analysis). Protocol v4.0 amendment implemented August 28, 2024 — question raised whether Penterra's consent was required under § 5.1 operating covenants; C&H letter to LAC (Rebecca Whitmore) dated August 30, 2024 requesting information. No-shop compliance (§ 5.4) — no evidence of breach identified. | None
7.2-4 | § 7.2(d) | Closing Certificate — Seller — Delivery of a certificate signed by an authorized officer of the Company certifying satisfaction of conditions in §§ 7.2(a) and 7.2(b) | Veridian | NOT Satisfied | N/A | Form of Closing Certificate — Seller (prepared by C&H, dated June 10, 2024) | FLAGGED: Cannot be delivered because underlying conditions (§§ 7.2(a) and 7.2(b)) are not satisfied. Veridian disputes this position. Certificate would require Veridian officer to certify that no material adverse effect has occurred, which Penterra contends is not truthfully certifiable. | FLAGGED
7.2-5 | § 7.2(e) | Secretary's Certificate — Veridian — Delivery of a certificate of the Secretary of Veridian certifying incumbency, authority, organizational documents, and board/stockholder resolutions | Veridian | Not Yet Due / Closing Deliverable | N/A | N/A | To be delivered at closing. Veridian stockholder consent obtained June 14, 2024. Board resolutions believed to have been adopted. | None
7.2-6 | § 7.2(f) | Good Standing Certificates — Delivery of good standing certificates for Veridian from the Delaware Secretary of State and Massachusetts Secretary of the Commonwealth | Veridian | Not Yet Due / Closing Deliverable | N/A | N/A | To be delivered at or shortly prior to closing. Veridian is a Delaware corporation with principal office at 550 Gateway Drive, Cambridge, MA 02142. DE registered agent: Tidewater Registered Agents LLC, 838 Walker Road, Suite 21-2, Dover, DE 19904. | None
7.2-7 | § 7.2(g) | Escrow Agreement — Execution and delivery of the Escrow Agreement among Penterra, the Stockholder Representative (David Ng), and Fidelis National Escrow Corp. | All Parties | Satisfied (Executed) | 2024-06-10 | Escrow Agreement dated June 10, 2024; Fidelis National Escrow Corp. (Brian Mulcahy, SVP) — 601 Riverside Avenue, Jacksonville, FL 32204 | Escrow Agreement executed at signing. Provides for deposit at closing of $180,000,000 indemnification escrow (20% × $900M purchase price) and $2,500,000 stockholder representative expense fund. Actual funding to occur at closing. Given termination proceedings, deposits were never made. | None
7.2-8 | § 7.2(h) | Non-Competition Agreements — Execution and delivery of Non-Competition and Non-Solicitation Agreements by Dr. Julian Marek (CEO, 8.4% equity) and Dr. Priya Chandrasekaran (CSO, 6.2% equity) | Marek / Chandrasekaran | Not Yet Due / Closing Deliverable | N/A | Form of Non-Competition and Non-Solicitation Agreement (prepared by C&H, dated June 10, 2024) — two-year non-compete, two-year non-solicitation | Forms finalized; execution to occur at closing. | None
7.2-9 | § 7.2(i) | FIRPTA Certificate — Delivery of a FIRPTA non-foreign person affidavit (or similar certification) in accordance with Treasury Regulations § 1.1445-2 | Veridian / Sellers | Not Yet Due / Closing Deliverable | N/A | N/A | Standard closing deliverable for stock acquisitions. Veridian is a domestic corporation (Delaware). | None
7.2-10 | § 7.2(j) | Payoff Letters and Release of Liens — Delivery of payoff letters and lien releases for any indebtedness of the Company | Veridian | Not Yet Due / Closing Deliverable | N/A | N/A | Veridian has no material debt; verification ongoing. Clinical-stage company with $112.4M cash on hand as of March 31, 2024. | None
7.2-11 | § 7.2(k) | Stockholder Representative Agreement — Execution and delivery of the Stockholder Representative Agreement appointing David Ng (Crestline Ventures, LP) | David Ng / Sellers | Satisfied (Executed) | 2024-06-10 | Stockholder Representative Agreement dated June 10, 2024 | Executed at signing. David Ng (Managing Partner, Crestline Ventures, LP — 28.3% fully diluted equity) appointed as Stockholder Representative. | None
7.2-12 | § 7.2(l) | Resignations — Delivery of resignations of directors and officers of Veridian as requested by Buyer | Veridian | Not Yet Due / Closing Deliverable | N/A | N/A | To be delivered at closing. List of requested resignees to be provided prior to closing. | None
7.2-13 | § 7.2(m) | Transition Services Agreement — Execution and delivery of the Transition Services Agreement | Both | Pending | N/A | Draft TSA dated June 5, 2024 (prepared by C&H); provides for up to 12 months of post-closing transitional services | TSA draft circulated; negotiations not finalized prior to termination proceedings. | None
7.2-14 | § 7.2(n) | Legal Opinion — Delivery of legal opinion from Zalcourt Archer & Cole LLP (Rebecca Whitmore, Jonathan Pratt) as to due authorization, enforceability, and related matters | Veridian (via LAC) | Not Yet Due / Closing Deliverable | N/A | N/A | Customary closing deliverable from Sellers' counsel. | None
[sheet: §7.3 Seller Conditions]
Item # | SPA Section | Condition Description | Responsible Party | Status | Date Satisfied or Flagged | Supporting Documentation | Notes / Detail | Risk Flag
7.3-1 | § 7.3(a) | Buyer Representations Bring-Down — The representations and warranties of the Buyer set forth in the SPA shall be true and correct in all material respects as of the Closing Date | Penterra | Satisfied | 2024-09-25 | No changes identified; Penterra representations remain true as of September 25, 2024 | Penterra Pharmaceuticals Corp. (Delaware corporation; Nasdaq: PPCA; Market Cap ~$14.2B; FY2023 Revenue $4.87B; Q2 2024 Cash $2.1B). No material changes to Buyer's ability to fund the purchase price. Financing commitment (CL-2024-PPCA-0607) remains in effect through December 10, 2024 (co-terminous with Outside Date). | None
7.3-2 | § 7.3(b) | Buyer Covenants Compliance — The Buyer shall have performed and complied in all material respects with the covenants and agreements required to be performed by Buyer under the SPA | Penterra | Pending — Under Review | 2024-09-25 | Financing cooperation side letter (June 10, 2024); ongoing covenant compliance | Penterra has cooperated with financing obligations. Note: Veridian may argue Penterra's refusal to close and issuance of Deficiency Notice (September 6, 2024) itself constitutes a covenant breach. C&H position: Deficiency Notice is a contractual right, not a breach. | None
7.3-3 | § 7.3(c) | Buyer Closing Certificate — Delivery of a certificate signed by an authorized officer of Penterra certifying satisfaction of conditions in §§ 7.3(a) and 7.3(b) | Penterra | Not Yet Due / Closing Deliverable | N/A | Form of Closing Certificate — Buyer (prepared by C&H, dated June 10, 2024) | Certificate to be delivered at closing; form prepared. To be signed by Dr. Anand Rajagopal (CEO) or Thomas F. Holbrook (GC). | None
7.3-4 | § 7.3(d) | Purchase Price Payment — Buyer shall have deposited or caused to be deposited: (i) $717,500,000 net closing payment to Sellers' payment agent; (ii) $180,000,000 to the Indemnification Escrow Account at Fidelis National Escrow Corp.; (iii) $2,500,000 to the Stockholder Representative Expense Fund at Fidelis National Escrow Corp. | Penterra | Not Yet Due / Closing Deliverable | N/A | Funds Flow Memorandum — Revised Draft (July 2, 2024); Commitment Letter CL-2024-PPCA-0607 ($500M term loan); Penterra cash on hand ($400M from balance sheet) | Funding plan: $500,000,000 from term loan (Summit Ridge Capital Partners / Ironclad Trust Company, N.A., SOFR + 225 bps) + $400,000,000 from Penterra cash on hand = $900,000,000 total. Allocation: $717,500,000 to Sellers; $180,000,000 to indemnification escrow; $2,500,000 to expense fund. Commitment fee accrued June 7–Sept 30 (~116 days): $556,164. Ticking fee commenced September 8, 2024 (0.175%/yr). | None
7.3-5 | § 7.3(e) | Escrow Agreement — Fully executed Escrow Agreement delivered (cross-reference to § 7.2(g)) | All Parties | Satisfied (Executed) | 2024-06-10 | Escrow Agreement dated June 10, 2024 | See § 7.2(g) above. Escrow Agreement executed at signing. | None
7.3-6 | § 7.3(f) | Secretary's Certificate — Penterra — Delivery of a certificate of the Secretary or Assistant Secretary of Penterra certifying incumbency, authority, organizational documents, and board resolutions | Penterra | Not Yet Due / Closing Deliverable | N/A | Form of Secretary's Certificate — Buyer (prepared by C&H, dated June 10, 2024) | To be delivered at closing. Template prepared at signing. | None
[sheet: Financing Conditions]
Item # | Reference | Condition Description | Responsible Party | Status | Date Satisfied or Flagged | Notes / Detail | Risk Flag
F-1 | CL-2024-PPCA-0607, § 3(a) | Execution and delivery of the Stock Purchase Agreement in form and substance consistent with the commitment letter | Penterra | Satisfied | 2024-06-10 | SPA executed June 10, 2024. Commitment letter dated June 7, 2024. | None
F-2 | CL-2024-PPCA-0607, § 3(b) | All SPA conditions to Buyer's obligation to close shall have been satisfied or waived | Both / SPA Conditions | NOT Satisfied | 2024-09-25 | SPA conditions §§ 7.2(a) and 7.2(b) are not satisfied due to material adverse effect. Financing drawdown cannot occur absent satisfaction of SPA closing conditions. Note: This does NOT trigger the reverse termination fee ($45,000,000), which applies only to financing failure, not to failure of SPA closing conditions. See C&H Reverse Termination Fee Inapplicability Analysis. | FLAGGED
F-3 | CL-2024-PPCA-0607, § 3(c) | Delivery of officer's certificate and solvency certificate of Penterra | Penterra | Not Yet Due / Closing Deliverable | N/A | Form of Officer's Certificate prepared by C&H (June 10, 2024). Catherine M. Burgess (CFO) to deliver solvency certificate. | None
F-4 | CL-2024-PPCA-0607, § 3(d) | Delivery of customary legal opinions from Calderwood & Harkness LLP | C&H | Not Yet Due / Closing Deliverable | N/A | To be delivered at closing. | None
F-5 | CL-2024-PPCA-0607, § 3(e) | No material adverse change in the Borrower's (Penterra's) financial condition since the date of the commitment letter | Penterra | Satisfied | 2024-09-25 | No material adverse change in Penterra's financial condition. Q2 2024 cash: $2.1B; FY2023 revenue: $4.87B; market cap ~$14.2B. | None
F-6 | CL-2024-PPCA-0607, § 3(f) | Expiration of the HSR waiting period | Both | Satisfied | 2024-05-20 | HSR early termination granted May 20, 2024. | None
F-7 | CL-2024-PPCA-0607, § 6 | Commitment shall not have expired — co-terminous with SPA Outside Date (December 10, 2024) | N/A | Satisfied (Not Expired) | 2024-09-25 | Commitment expires December 10, 2024. As of September 25, 2024, commitment remains in effect. Administrative Agent: Ironclad Trust Company, N.A. (Samantha Hwang, VP), 60 Wall Street, New York, NY 10005. Lead Arranger: Summit Ridge Capital Partners, LP (Philip Ostrander, MD), 277 Park Avenue, 40th Floor, New York, NY 10172. | None
F-8 | CL-2024-PPCA-0607, § 3(g) | Delivery of audited financial statements of the Target for the most recently completed fiscal year and unaudited interim financial statements | Penterra / Veridian | Satisfied | 2024-06-10 | Veridian FY2023 audited financials (auditor: Whitfield & Hargrove LLP) and Q1 2024 unaudited interim financials delivered to lenders at signing. Cash on hand: $112.4M as of March 31, 2024. | None
F-9 | CL-2024-PPCA-0607, § 3(h) | KYC / Anti-Money Laundering — Delivery of all documentation and information required under applicable 'know your customer' and anti-money laundering rules and regulations | Penterra | Satisfied | 2024-06-08 | KYC packages delivered to Summit Ridge Capital Partners and Ironclad Trust Company, N.A. on June 8, 2024. All beneficial ownership certifications provided. | None
[sheet: R&W Insurance Conditions]
Item # | Reference | Condition / Item Description | Status | Date | Notes / Detail | Risk Flag
RW-1 | Policy AIC-RWI-2024-07892 | R&W Insurance Policy — Binding | Bound | 2024-06-12 | Carrier: Atlas Indemnity Insurance Co. (Graham Fielding, SVP), 300 First Stamford Place, Stamford, CT 06902. Broker: Prescott Whitfield Insurance Brokers, Inc. (Amanda Chen-Kowalski, MD), 175 Water Street, 22nd Floor, New York, NY 10038. Policy limit: $180,000,000 (matches indemnification cap: 20% × $900M). Self-insured retention: $9,000,000 (matches indemnification basket: 1% × $900M). | None
RW-2 | Policy AIC-RWI-2024-07892 | Premium Payment | Paid (Non-Refundable) | 2024-06-12 | Premium: $3,960,000 (2.2% × $180,000,000 policy limit). Underwriting fee: $75,000. Total: $4,035,000. Premium is non-refundable per policy terms — sunk cost to Penterra regardless of closing. | None
RW-3 | Policy AIC-RWI-2024-07892 | Policy Trigger — Closing must occur for policy to attach | NOT Triggered | 2024-09-25 | Policy attaches only upon closing of the transaction. Given SPA termination proceedings, policy will not be triggered. C&H letter to Atlas Indemnity dated October 3, 2024 (post-termination) provides formal notice of non-closing. | None
RW-4 | Policy AIC-RWI-2024-07892 | No-claims letter / confirmation | Pending | N/A | To be confirmed post-termination. Premium non-refundable ($3,960,000 + $75,000 underwriting fee = $4,035,000 total sunk cost). | None
RW-5 | Policy AIC-RWI-2024-07892 | Exclusion Review — VRD-4187 Clinical Data Known Prior to Binding | Confirmed — No Exclusion Applicable | 2024-06-12 | Policy was bound June 12, 2024. Marlowe Asset Management-2 DMC interim analysis occurred August 14, 2024. Clinical data issues arose post-binding. However, policy attaches only at closing, which has not occurred. Moot given non-closing. | None

[sheet: Cover & Summary]

STATUS SUMMARY

Record

Parties

Dates

Amounts