1018-00008 · Penterra Pharmaceuticals Corp · MAE Analysis & Termination

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Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Matter No. 1018-00008

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

Adopted by Unanimous Written Consent in Lieu of a Special Meeting

September 27, 2024

PREAMBLE AND RECITALS

The undersigned, being all of the members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Penterra"), with its shares of common stock listed on The Nasdaq Global Select Market under the ticker symbol "PPCA" and its principal executive offices located at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540, and its registered agent in the State of Delaware being Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.8 of the Company's Amended and Restated Bylaws, effective as of September 27, 2024:

WHEREAS, on June 10, 2024, Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") entered into that certain Stock Purchase Agreement (the "SPA") with Veridian Biosciences, Inc., a Delaware corporation ("Veridian"), the stockholders of Veridian identified therein (the "Sellers"), and David Ng, in his capacity as Stockholder Representative (the "Stockholder Representative"), pursuant to which Penterra agreed to acquire one hundred percent (100%) of the outstanding capital stock of Veridian (including all issued and outstanding shares of Veridian's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and common stock) for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash, subject to customary purchase price adjustments at closing (the "Transaction");

WHEREAS, the SPA was executed on behalf of Penterra by Dr. Anand Rajagopal, Chief Executive Officer, and Thomas F. Holbrook, General Counsel and Secretary of the Company, each acting in their capacities as authorized signatories of the Company, pursuant to and in accordance with authority granted by the Board by resolutions duly adopted on June 10, 2024;

WHEREAS, the Board previously authorized and approved the execution and delivery of the SPA and all ancillary transaction documents executed in connection therewith, including without limitation (i) the Escrow Agreement among Penterra, Veridian, the Stockholder Representative, and Fidelis National Escrow Corp. (the "Escrow Agreement"), (ii) the Stockholder Representative Agreement between the Sellers and David Ng, (iii) the Confidentiality Agreement dated March 4, 2024 between Penterra and Veridian, and (iv) such other certificates, instruments, and ancillary agreements as were necessary or advisable in connection with the execution and delivery of the SPA, all as authorized by resolutions of the Board adopted on June 10, 2024 (the "Prior Resolutions");

WHEREAS, on August 14, 2024, the independent Data Monitoring Committee (the "DMC") for the Marlowe Asset Management-2 Phase II clinical trial (ClinicalTrials.gov Identifier: NCT05837291) of Veridian's lead drug candidate, VRD-4187 — a bispecific T-cell engager targeting delta-like ligand 3 (DLL3) for the treatment of extensive-stage small cell lung cancer (ES-SCLC) — conducted a pre-specified interim analysis of safety and efficacy data and, based upon the results of such analysis, recommended the immediate suspension of enrollment of new patients and mandated dose modification for all patients then receiving VRD-4187 in the treatment arm of the trial;

WHEREAS, on August 16, 2024, Penterra received notice from Veridian delivered pursuant to Section 5.1(b) of the SPA (the "Interim Covenant Regarding Notification of Certain Events") disclosing the DMC's interim analysis findings and the DMC's recommendation to suspend enrollment and implement dose modification;

WHEREAS, the DMC interim analysis data, as disclosed to the Company and subsequently reviewed in detail by the Company's clinical and scientific advisors, revealed the following material findings:

(a) Grade ≥3 cytokine release syndrome ("CRS") was observed in approximately 23.4% of patients in the VRD-4187 treatment arm (45 of approximately 194 evaluable patients) compared to approximately 4.1% of patients in the control arm (8 of approximately 193 evaluable patients), representing a statistically significant and clinically meaningful increase in the incidence of severe CRS;

(b) Seven (7) treatment-related deaths were reported in the VRD-4187 treatment arm, representing a treatment-related mortality rate of approximately 3.6%, compared to one (1) treatment-related death in the control arm, representing a treatment-related mortality rate of approximately 0.5%; and

(c) The overall response rate ("ORR") observed in the VRD-4187 treatment arm was 31.4% compared to 28.9% in the control arm, a difference that did not achieve statistical significance (p = 0.58, per two-sided Fisher's exact test), failing to demonstrate the clinically meaningful efficacy benefit that had been hypothesized and that served as a fundamental basis for the Company's decision to pursue the Transaction;

WHEREAS, on August 22, 2024, the United States Food and Drug Administration (the "FDA") imposed a partial clinical hold on VRD-4187 under Investigational New Drug Application No. 154832 ("IND 154832"), pending investigation of the cytokine release syndrome-related deaths and the elevated incidence of Grade ≥3 CRS events, and further directed Veridian to submit a complete safety assessment and risk-mitigation plan within thirty (30) days of the date of such clinical hold;

WHEREAS, on August 28, 2024, Veridian implemented a protocol amendment (Protocol v4.0) to the Marlowe Asset Management-2 trial, adding mandatory tocilizumab prophylaxis for all patients prior to administration of VRD-4187 and reducing the starting dose of VRD-4187 from 1.5 mg/kg to 0.75 mg/kg, with a step-up dosing schedule, in an effort to address the safety concerns identified by the DMC and the FDA; however, the Company notes that such protocol amendment was implemented unilaterally by Veridian without prior consultation with or consent from Penterra, and the Company has not evaluated or approved such protocol amendment;

WHEREAS, on August 19, 2024, Broadleaf Scientific Consulting LLC ("Broadleaf"), the Company's independent clinical and scientific due diligence advisor retained in connection with the Transaction, delivered to the Company a supplemental clinical assessment (the "Broadleaf Supplemental Report") concluding, among other things, that (i) the Marlowe Asset Management-2 safety data raises serious concerns regarding the commercial viability and regulatory approvability of VRD-4187 in its current formulation and dosing regimen, (ii) the failure of VRD-4187 to demonstrate a statistically significant efficacy benefit over the control arm at the interim analysis significantly diminishes the probability of the Marlowe Asset Management-2 trial meeting its primary endpoint at the final analysis, (iii) the FDA partial clinical hold introduces substantial regulatory uncertainty regarding the timeline and conditions under which VRD-4187 may resume dosing, and (iv) the net present value of the VRD-4187 program, under revised probability-weighted scenarios reflecting the interim data, has declined by an estimated sixty-five percent (65%) to seventy-five percent (75%) from the pre-interim analysis baseline used in the Company's valuation model;

WHEREAS, the Board has received and reviewed detailed memoranda from Calderwood & Harkness LLP, the Company's outside counsel in connection with the Transaction, dated August 25, 2024, August 27, 2024, August 28, 2024, September 2, 2024, and September 3, 2024 (collectively, the "Legal Memoranda"), analyzing the following matters:

(a) Whether the Marlowe Asset Management-2 clinical data, the DMC recommendation to suspend enrollment and implement dose modification, the FDA partial clinical hold on IND 154832, and the related developments described herein, individually or in the aggregate, constitute a "material adverse effect" as defined in Section 1.1 of the SPA (the "MAE Definition");

(b) The applicability and interpretation of Delaware Court of Chancery precedent regarding the MAE standard, including Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff'd, 198 A.3d 724 (Del. 2018), Snow Phipps Group, LLC v. KCAKE Acquisition, Inc., 2021 WL 1714202 (Del. Ch. Apr. 30, 2021), and AB Stable VIII LLC v. Maps Hotels & Resorts One LLC, 2020 WL 7024929 (Del. Ch. Nov. 30, 2020), aff'd, 268 A.3d 198 (Del. 2021), as well as the general principles articulated therein regarding durational significance, quantitative impact, and the buyer's burden of proof;

(c) The inapplicability of the SPA's MAE carveouts — including but not limited to those for pandemics or epidemics, general industry conditions affecting the biopharmaceutical industry, changes in applicable law or regulations, natural disasters, acts of war or terrorism, and changes in GAAP — to Veridian-specific clinical trial results, safety findings, and regulatory actions that are particular to VRD-4187 and the Marlowe Asset Management-2 trial; and

(d) The disproportionate impact exception analysis under the MAE Definition, confirming that even if any such carveout were applicable (which Calderwood & Harkness LLP concluded they were not), the events described herein have disproportionately affected Veridian relative to other companies operating in the oncology biopharmaceutical industry;

WHEREAS, Calderwood & Harkness LLP has concluded, based upon the foregoing analysis and consistent with the advice set forth in the Legal Memoranda, that a material adverse effect has occurred with respect to the business, results of operations, financial condition, and assets of Veridian Biosciences, Inc., taken as a whole, and that the events described herein are not within any of the carveouts set forth in the MAE Definition in Section 1.1 of the SPA;

WHEREAS, on September 6, 2024, Penterra, acting through Calderwood & Harkness LLP, delivered a Deficiency Notice (the "Deficiency Notice") to Veridian, with a copy to Zalcourt Archer & Cole LLP (Veridian's outside counsel), alleging that the conditions to Buyer's obligation to close under Sections 7.2(a) and 7.2(b) of the SPA have not been satisfied and are incapable of being satisfied, due to (i) the occurrence of a material adverse effect within the meaning of the MAE Definition and (ii) the failure of the Sellers' representations and warranties (including without limitation those set forth in Sections 3.8, 3.9, and 3.10 of the SPA, relating to regulatory matters, clinical trials, and compliance with applicable FDA requirements) to be true and correct as of the date of the Deficiency Notice and as of the anticipated closing date, giving effect to the MAE qualifier therein;

WHEREAS, on September 13, 2024, Veridian, through Zalcourt Archer & Cole LLP, delivered a written response to the Deficiency Notice (the "Veridian Response"), disputing the occurrence of a material adverse effect, asserting that the Marlowe Asset Management-2 interim analysis data does not satisfy the durational significance standard established by Delaware law, contending that the clinical trial data reflects ordinary-course risks inherent in pharmaceutical development, and demanding that Penterra proceed to the closing of the Transaction in accordance with the terms of the SPA;

WHEREAS, the Board has been advised by Calderwood & Harkness LLP that the following conditions to the Company's obligation to consummate the closing of the Transaction have not been, and are not reasonably capable of being, satisfied prior to the Outside Date (as defined in the SPA) of December 10, 2024:

(a) The bring-down condition set forth in Section 7.2(a) of the SPA — requiring that the representations and warranties of the Sellers set forth in Article III of the SPA be true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or material adverse effect, true and correct in all respects) as of the date of the closing with the same effect as though made on and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) — cannot be satisfied because the Sellers' representations and warranties regarding regulatory compliance, clinical trial status, and the absence of a material adverse effect are no longer true and correct; and

(b) The no-MAE condition set forth in Section 7.2(b) of the SPA — requiring that since the date of the SPA, no material adverse effect shall have occurred — cannot be satisfied because a material adverse effect has occurred as described herein;

WHEREAS, on September 24, 2024, Calderwood & Harkness LLP delivered to the Board a comprehensive memorandum (the "Termination Recommendation Memorandum") recommending termination of the SPA pursuant to Section 8.1(d) thereof, and providing a thorough assessment of litigation risk in connection with such termination, including the possibility of claims by Veridian, the Sellers, and/or the Stockholder Representative for breach of contract, specific performance under Section 10.12 of the SPA, and damages, to be brought in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court within the State of Delaware), such memorandum also addressing the Company's defenses and potential counterclaims;

WHEREAS, the Board has also reviewed Calderwood & Harkness LLP's analysis confirming that the reverse termination fee of Forty-Five Million Dollars ($45,000,000) provided for in Section 8.3(b) of the SPA is not payable by Penterra in connection with the termination contemplated by these resolutions, because such reverse termination fee is triggered only by a termination resulting from a financing failure (i.e., a termination under Section 8.1(e) of the SPA where the sole reason for the failure to close is the failure of the debt financing contemplated by the Commitment Letter), and the termination authorized by these resolutions is based upon the failure of closing conditions under Section 8.1(d) of the SPA, which does not give rise to an obligation to pay the reverse termination fee;

WHEREAS, the Board has been informed by the Company's Chief Financial Officer, in consultation with the Company's financial advisors, that the total estimated sunk transaction costs incurred by the Company in connection with the Transaction as of the date hereof are approximately Twelve Million Nine Hundred Ninety-One Thousand Six Hundred Sixty-Four Dollars ($12,991,664), consisting of the following:

(i) Legal fees (Calderwood & Harkness LLP and other counsel): approximately $4,215,000;

(ii) Financial advisory fees (Garrison Zanthor & Co., LLC): approximately $1,750,000 in work fees (the success fee of $13,500,000 is not payable upon termination);

(iii) Clinical due diligence costs (Broadleaf Scientific Consulting LLC): approximately $1,486,164;

(iv) Representations and warranties insurance premium (Atlas Indemnity Insurance Co., Policy No. AIC-RWI-2024-07892): $3,960,000 (non-refundable);

(v) HSR Act filing fee: $280,500;

(vi) Commitment fees on the $500,000,000 term loan facility (Ironclad Trust Company, N.A., as Administrative Agent): approximately $750,000; and

(vii) Miscellaneous costs (accounting, tax, regulatory, printing, and other out-of-pocket expenses): approximately $550,000;

WHEREAS, Section 8.1(d) of the SPA provides that the Buyer may terminate the SPA by written notice to the Sellers and the Stockholder Representative if any of the conditions to Buyer's obligation to close set forth in Section 7.2 of the SPA shall have become incapable of satisfaction by the Outside Date (December 10, 2024), and such failure is not the result of a material breach by Buyer of any of its representations, warranties, covenants, or obligations under the SPA; and

WHEREAS, the Board has determined, after careful deliberation and consideration of the totality of the circumstances, including the advice of its legal, financial, and scientific advisors, the Marlowe Asset Management-2 clinical trial data, the FDA partial clinical hold, the DMC recommendation, the Broadleaf Supplemental Report, the Legal Memoranda, the Termination Recommendation Memorandum, the estimated sunk transaction costs, the litigation risk assessment, and the potential impact of the Transaction on the Company's stockholders, that it is in the best interests of the Company and its stockholders to terminate the SPA and not to consummate the Transaction.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1: Determination of Material Adverse Effect

RESOLVED, that the Board hereby determines, based on the totality of the circumstances — including, without limitation, the Marlowe Asset Management-2 Phase II clinical trial interim analysis data and the DMC's recommendations in connection therewith, the FDA partial clinical hold imposed on VRD-4187 under IND 154832, the DMC's recommendation to suspend enrollment and mandate dose modification, the elevated incidence of Grade ≥3 cytokine release syndrome and treatment-related deaths in the VRD-4187 treatment arm, the failure of VRD-4187 to demonstrate a statistically significant efficacy benefit over the control arm, and the analyses and advice provided by Calderwood & Harkness LLP (as set forth in the Legal Memoranda) and Broadleaf Scientific Consulting LLC (as set forth in the Broadleaf Supplemental Report) — that a material adverse effect has occurred with respect to Veridian Biosciences, Inc. within the meaning of the definition of "Material Adverse Effect" set forth in Section 1.1 of the SPA, and that such material adverse effect is not within any of the carveouts or exceptions contained in such definition.

Resolution 2: Determination of Failure of Closing Conditions

RESOLVED, that the Board hereby determines that the conditions to Buyer's obligation to consummate the closing of the Transaction set forth in Sections 7.2(a) and 7.2(b) of the SPA are not currently satisfied and have become incapable of being satisfied prior to the Outside Date of December 10, 2024, and that such failure to be satisfied is not the result of any breach by Penterra of any of its representations, warranties, covenants, or obligations under the SPA; specifically:

(a) The bring-down condition in Section 7.2(a) of the SPA is not satisfied and is incapable of being satisfied because the representations and warranties of the Sellers set forth in Article III of the SPA, including without limitation those relating to regulatory compliance (Section 3.8), clinical trial status and data (Section 3.9), and the absence of certain changes (Section 3.10), are not true and correct in all material respects (or, where qualified by materiality or material adverse effect, in all respects) as of the date hereof and will not be true and correct as of the anticipated closing date; and

(b) The no-MAE condition in Section 7.2(b) of the SPA is not satisfied and is incapable of being satisfied because a material adverse effect has occurred since the date of the SPA, as determined in Resolution 1 above.

Resolution 3: Authorization to Terminate the SPA

RESOLVED, that the Board hereby authorizes and directs the termination of the Stock Purchase Agreement dated as of June 10, 2024, among Penterra Pharmaceuticals Corp., as Buyer, Veridian Biosciences, Inc., the Sellers identified therein, and David Ng, as Stockholder Representative, in accordance with and pursuant to Section 8.1(d) of the SPA, and that, effective upon delivery of the Termination Notice (as defined below), the SPA shall be terminated in accordance with its terms, subject to those provisions of the SPA that expressly survive termination (including, without limitation, Section 8.2 (Effect of Termination), Section 9.1 (Fees and Expenses), Section 10.6 (Governing Law), Section 10.7 (Jurisdiction), Section 10.8 (Waiver of Jury Trial), and Section 10.12 (Specific Performance and Other Remedies)).

Resolution 4: Authorization to Deliver Termination Notice

RESOLVED, that each of Dr. Anand Rajagopal, Chief Executive Officer of the Company, and Thomas F. Holbrook, General Counsel and Secretary of the Company, acting individually or together (each, an "Authorized Officer"), is hereby authorized and directed to execute and deliver, on behalf of the Company, a written notice of termination (the "Termination Notice") to Veridian Biosciences, Inc. (at its principal office) and to David Ng, as Stockholder Representative (at the address for notices specified in the SPA), in the form prepared by Calderwood & Harkness LLP and reviewed by the Board (a copy of which has been made available to each member of the Board prior to the adoption of these resolutions), terminating the SPA pursuant to Section 8.1(d) thereof, such Termination Notice to be delivered at such time as the Authorized Officers shall determine in their reasonable discretion, in consultation with Calderwood & Harkness LLP, but in any event on or prior to the Outside Date of December 10, 2024. The Authorized Officers are further authorized to make such non-material modifications to the form of Termination Notice as may be recommended by Calderwood & Harkness LLP prior to delivery.

Resolution 5: Authorization to Deliver Ancillary Notices

RESOLVED, that the Authorized Officers are hereby authorized and directed to execute and deliver, or cause to be delivered, all notices and communications required or advisable in connection with the termination of the SPA, including without limitation:

(a) A notice to Ironclad Trust Company, N.A. (in its capacity as Administrative Agent) and Summit Ridge Capital Partners, LP (in its capacity as Lead Arranger), requesting termination of the $500,000,000 committed senior secured term loan facility provided for under the Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) and the related Fee Letter, in accordance with the termination provisions set forth therein, and advising that the Transaction will not be consummated;

(b) A notice to Fidelis National Escrow Corp. (in its capacity as Escrow Agent under the Escrow Agreement) advising that the SPA has been terminated in accordance with Section 8.1(d) thereof and that no escrow deposits shall be made under the Escrow Agreement, including the $180,000,000 indemnification escrow and the $2,500,000 stockholder representative expense fund, and requesting written confirmation of the termination of the Escrow Agreement;

(c) A notice to Atlas Indemnity Insurance Co. regarding the non-closing of the Transaction and the status of the representations and warranties insurance policy (Policy No. AIC-RWI-2024-07892), including any required notifications under such policy in connection with the termination of the SPA and the non-consummation of the Transaction;

(d) Any notices required or advisable under the Confidentiality Agreement dated March 4, 2024 between Penterra and Veridian, including any obligation to return or destroy confidential information of Veridian in accordance with the terms of such Confidentiality Agreement; and

(e) Such other notices and communications as the Authorized Officers, in consultation with Calderwood & Harkness LLP, shall deem necessary, advisable, or appropriate in connection with the termination of the SPA and the wind-down of all matters relating to the Transaction.

Resolution 6: Engagement of Counsel for Litigation Preparation

RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed to continue to serve as lead outside counsel to the Company in connection with any and all matters arising out of or relating to the termination of the SPA, including without limitation (i) the defense of any claims, actions, suits, or proceedings that may be asserted or commenced by Veridian, the Sellers, the Stockholder Representative, or any other party in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court within the State of Delaware) or any other forum, (ii) the prosecution of any counterclaims, cross-claims, or affirmative claims on behalf of the Company, including claims for breach of the SPA by Veridian or the Sellers, (iii) the preparation of all pleadings, motions, briefs, discovery materials, and other litigation documents, and (iv) the engagement with, and response to, any demand letters, pre-litigation communications, or settlement overtures from Veridian, the Sellers, or their counsel. The Board notes that Veridian, through Zalcourt Archer & Cole LLP, delivered a demand letter to the Company dated October 15, 2024, threatening the commencement of litigation seeking specific performance and/or damages, and that Calderwood & Harkness LLP has advised the Board that a complaint may be filed on or about November 15, 2024. The Board authorizes the Company to incur legal fees and expenses in connection with the foregoing matters, subject to periodic reporting to the Board or a committee thereof designated by the Board.

Resolution 7: Authorization to Implement Litigation Hold

RESOLVED, that the Authorized Officers, in consultation with Calderwood & Harkness LLP, are hereby authorized and directed to issue and implement a litigation hold notice (the "Litigation Hold Notice") to all relevant personnel of the Company, including without limitation officers, directors, employees, consultants, and contractors who may possess or have access to documents and communications relevant to the matters described herein. The Litigation Hold Notice shall direct the preservation of all documents and communications (whether in paper, electronic, or any other form or medium), including but not limited to internal and external correspondence, emails, text messages, instant messages, memoranda, reports, presentations, analyses, models, data, recordings, and metadata, relating to (i) the Veridian acquisition and the Transaction, (ii) the Marlowe Asset Management-2 clinical trial and VRD-4187, (iii) the DMC interim analysis data and recommendations, (iv) the FDA partial clinical hold on IND 154832, (v) the material adverse effect analysis and determination, (vi) the Deficiency Notice and the Veridian Response, (vii) the termination of the SPA, (viii) communications with Veridian, the Sellers, the Stockholder Representative, or their advisors, and (ix) all other matters that may be relevant to any claims or defenses arising out of or relating to the SPA or the termination thereof. The Company shall ensure that automatic deletion programs and document retention policies are suspended with respect to the categories of documents and communications described above for the duration of the litigation hold.

Resolution 8: Authorization to Take All Further Actions

RESOLVED, that the Authorized Officers and any other officer of the Company, acting individually or together, are hereby authorized and empowered to take or cause to be taken all such further actions, and to execute and deliver or cause to be executed and delivered all such further documents, instruments, certificates, agreements, filings, and communications, in the name and on behalf of the Company, as any such officer shall deem necessary, advisable, or appropriate to carry out and effectuate the purposes and intent of the foregoing resolutions, including without limitation:

(i) Making any required or advisable filings with the United States Securities and Exchange Commission (the "SEC"), The Nasdaq Stock Market LLC, or other regulatory bodies or governmental authorities in connection with the termination of the SPA and the non-consummation of the Transaction, including without limitation any Current Report on Form 8-K, amendments to prior filings, or other disclosures as may be required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(ii) Coordinating with Garrison Zanthor & Co., LLC, the Company's financial advisor in connection with the Transaction, regarding public communications, press releases, investor communications, and analyst inquiries relating to the termination of the SPA, and authorizing the issuance of a press release or public statement regarding the termination in such form and at such time as the Authorized Officers, in consultation with Calderwood & Harkness LLP and Garrison Zanthor & Co., LLC, shall determine;

(iii) Engaging such additional legal, financial, scientific, regulatory, communications, or other advisors as the Authorized Officers shall deem necessary or advisable in connection with the anticipated litigation with Veridian and/or the Sellers, the defense of the Company's position, and the protection of the Company's interests; and

(iv) Taking all such other actions and executing all such other documents as may be necessary or desirable to wind down the Company's obligations and commitments relating to the Transaction and to restore the Company to its pre-Transaction operational posture.

The execution and delivery of any such document, instrument, certificate, agreement, or filing, or the taking of any such action, by any such officer shall be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate to carry out and effectuate the purposes and intent of the foregoing resolutions.

Resolution 9: Ratification

RESOLVED, that any and all actions heretofore taken by any officer, director, agent, or authorized representative of the Company, or by Calderwood & Harkness LLP or any other advisor to the Company, in connection with the matters described in the foregoing resolutions, including without limitation the delivery of the Deficiency Notice, communications with Veridian and its counsel, communications with the Company's lenders, insurers, and other counterparties, the preparation of the Termination Notice, and the preparation for potential litigation, are hereby approved, adopted, ratified, and confirmed in all respects as the acts and deeds of the Company.

UNANIMOUS WRITTEN CONSENT

The undersigned, being all of the members of the Board of Directors of Penterra Pharmaceuticals Corp., hereby execute this Unanimous Written Consent in Lieu of a Special Meeting of the Board of Directors, effective as of September 27, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.8 of the Amended and Restated Bylaws of the Company. This consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic (.pdf), or other electronic signatures shall be deemed to be original signatures for all purposes. This consent shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote at a duly convened meeting.

MARGARET LIU WHITFIELD Board Chair

Signature: ________

Date: September 27, 2024

DR. ANAND RAJAGOPAL Director and Chief Executive Officer

Signature: ________

Date: September 27, 2024

JAMES R. PRESCOTT Director

Signature: ________

Date: September 27, 2024

DR. CATHERINE E. QUELSTON Director

Signature: ________

Date: September 27, 2024

ROBERT A. DELGADO Director

Signature: ________

Date: September 27, 2024

PATRICIA K. HAINES Director

Signature: ________

Date: September 27, 2024

DR. ALAN M. BERKOVITZ Director

Signature: ________

Date: September 27, 2024

SECRETARY'S CERTIFICATION

I, Thomas F. Holbrook, do hereby certify that:

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

2. The foregoing is a true, complete, and correct copy of the resolutions adopted by the Board of Directors of the Company by Unanimous Written Consent in Lieu of a Special Meeting, effective as of September 27, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.8 of the Amended and Restated Bylaws of the Company.

3. Such resolutions were duly adopted by all of the members of the Board of Directors of the Company, with all directors consenting thereto in writing.

4. Such resolutions have not been amended, modified, supplemented, or rescinded, and remain in full force and effect as of the date hereof.

5. There are no proceedings pending or, to my knowledge, threatened for the dissolution or liquidation of the Company, and the Company is in good standing under the laws of the State of Delaware.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of September 27, 2024.

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Thomas F. Holbrook

Title: General Counsel and Secretary

Date: September 27, 2024

[CORPORATE SEAL]

Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, NJ 08540

Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Matter No. 1018-00008
RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.
Adopted by Unanimous Written Consent in Lieu of a Special Meeting
September 27, 2024
PREAMBLE AND RECITALS
The undersigned, being all of the members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Penterra"), with its shares of common stock listed on The Nasdaq Global Select Market under the ticker symbol "PPCA" and its principal executive offices located at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540, and its registered agent in the State of Delaware being Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.8 of the Company's Amended and Restated Bylaws, effective as of September 27, 2024:
WHEREAS, on June 10, 2024, Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") entered into that certain Stock Purchase Agreement (the "SPA") with Veridian Biosciences, Inc., a Delaware corporation ("Veridian"), the stockholders of Veridian identified therein (the "Sellers"), and David Ng, in his capacity as Stockholder Representative (the "Stockholder Representative"), pursuant to which Penterra agreed to acquire one hundred percent (100%) of the outstanding capital stock of Veridian (including all issued and outstanding shares of Veridian's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and common stock) for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash, subject to customary purchase price adjustments at closing (the "Transaction");
WHEREAS, the SPA was executed on behalf of Penterra by Dr. Anand Rajagopal, Chief Executive Officer, and Thomas F. Holbrook, General Counsel and Secretary of the Company, each acting in their capacities as authorized signatories of the Company, pursuant to and in accordance with authority granted by the Board by resolutions duly adopted on June 10, 2024;
WHEREAS, the Board previously authorized and approved the execution and delivery of the SPA and all ancillary transaction documents executed in connection therewith, including without limitation (i) the Escrow Agreement among Penterra, Veridian, the Stockholder Representative, and Fidelis National Escrow Corp. (the "Escrow Agreement"), (ii) the Stockholder Representative Agreement between the Sellers and David Ng, (iii) the Confidentiality Agreement dated March 4, 2024 between Penterra and Veridian, and (iv) such other certificates, instruments, and ancillary agreements as were necessary or advisable in connection with the execution and delivery of the SPA, all as authorized by resolutions of the Board adopted on June 10, 2024 (the "Prior Resolutions");
WHEREAS, on August 14, 2024, the independent Data Monitoring Committee (the "DMC") for the Marlowe Asset Management-2 Phase II clinical trial (ClinicalTrials.gov Identifier: NCT05837291) of Veridian's lead drug candidate, VRD-4187 — a bispecific T-cell engager targeting delta-like ligand 3 (DLL3) for the treatment of extensive-stage small cell lung cancer (ES-SCLC) — conducted a pre-specified interim analysis of safety and efficacy data and, based upon the results of such analysis, recommended the immediate suspension of enrollment of new patients and mandated dose modification for all patients then receiving VRD-4187 in the treatment arm of the trial;
WHEREAS, on August 16, 2024, Penterra received notice from Veridian delivered pursuant to Section 5.1(b) of the SPA (the "Interim Covenant Regarding Notification of Certain Events") disclosing the DMC's interim analysis findings and the DMC's recommendation to suspend enrollment and implement dose modification;
WHEREAS, the DMC interim analysis data, as disclosed to the Company and subsequently reviewed in detail by the Company's clinical and scientific advisors, revealed the following material findings:
(a) Grade ≥3 cytokine release syndrome ("CRS") was observed in approximately 23.4% of patients in the VRD-4187 treatment arm (45 of approximately 194 evaluable patients) compared to approximately 4.1% of patients in the control arm (8 of approximately 193 evaluable patients), representing a statistically significant and clinically meaningful increase in the incidence of severe CRS;
(b) Seven (7) treatment-related deaths were reported in the VRD-4187 treatment arm, representing a treatment-related mortality rate of approximately 3.6%, compared to one (1) treatment-related death in the control arm, representing a treatment-related mortality rate of approximately 0.5%; and
(c) The overall response rate ("ORR") observed in the VRD-4187 treatment arm was 31.4% compared to 28.9% in the control arm, a difference that did not achieve statistical significance (p = 0.58, per two-sided Fisher's exact test), failing to demonstrate the clinically meaningful efficacy benefit that had been hypothesized and that served as a fundamental basis for the Company's decision to pursue the Transaction;
WHEREAS, on August 22, 2024, the United States Food and Drug Administration (the "FDA") imposed a partial clinical hold on VRD-4187 under Investigational New Drug Application No. 154832 ("IND 154832"), pending investigation of the cytokine release syndrome-related deaths and the elevated incidence of Grade ≥3 CRS events, and further directed Veridian to submit a complete safety assessment and risk-mitigation plan within thirty (30) days of the date of such clinical hold;
WHEREAS, on August 28, 2024, Veridian implemented a protocol amendment (Protocol v4.0) to the Marlowe Asset Management-2 trial, adding mandatory tocilizumab prophylaxis for all patients prior to administration of VRD-4187 and reducing the starting dose of VRD-4187 from 1.5 mg/kg to 0.75 mg/kg, with a step-up dosing schedule, in an effort to address the safety concerns identified by the DMC and the FDA; however, the Company notes that such protocol amendment was implemented unilaterally by Veridian without prior consultation with or consent from Penterra, and the Company has not evaluated or approved such protocol amendment;
WHEREAS, on August 19, 2024, Broadleaf Scientific Consulting LLC ("Broadleaf"), the Company's independent clinical and scientific due diligence advisor retained in connection with the Transaction, delivered to the Company a supplemental clinical assessment (the "Broadleaf Supplemental Report") concluding, among other things, that (i) the Marlowe Asset Management-2 safety data raises serious concerns regarding the commercial viability and regulatory approvability of VRD-4187 in its current formulation and dosing regimen, (ii) the failure of VRD-4187 to demonstrate a statistically significant efficacy benefit over the control arm at the interim analysis significantly diminishes the probability of the Marlowe Asset Management-2 trial meeting its primary endpoint at the final analysis, (iii) the FDA partial clinical hold introduces substantial regulatory uncertainty regarding the timeline and conditions under which VRD-4187 may resume dosing, and (iv) the net present value of the VRD-4187 program, under revised probability-weighted scenarios reflecting the interim data, has declined by an estimated sixty-five percent (65%) to seventy-five percent (75%) from the pre-interim analysis baseline used in the Company's valuation model;
WHEREAS, the Board has received and reviewed detailed memoranda from Calderwood & Harkness LLP, the Company's outside counsel in connection with the Transaction, dated August 25, 2024, August 27, 2024, August 28, 2024, September 2, 2024, and September 3, 2024 (collectively, the "Legal Memoranda"), analyzing the following matters:
(a) Whether the Marlowe Asset Management-2 clinical data, the DMC recommendation to suspend enrollment and implement dose modification, the FDA partial clinical hold on IND 154832, and the related developments described herein, individually or in the aggregate, constitute a "material adverse effect" as defined in Section 1.1 of the SPA (the "MAE Definition");
(b) The applicability and interpretation of Delaware Court of Chancery precedent regarding the MAE standard, including Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff'd, 198 A.3d 724 (Del. 2018), Snow Phipps Group, LLC v. KCAKE Acquisition, Inc., 2021 WL 1714202 (Del. Ch. Apr. 30, 2021), and AB Stable VIII LLC v. Maps Hotels & Resorts One LLC, 2020 WL 7024929 (Del. Ch. Nov. 30, 2020), aff'd, 268 A.3d 198 (Del. 2021), as well as the general principles articulated therein regarding durational significance, quantitative impact, and the buyer's burden of proof;
(c) The inapplicability of the SPA's MAE carveouts — including but not limited to those for pandemics or epidemics, general industry conditions affecting the biopharmaceutical industry, changes in applicable law or regulations, natural disasters, acts of war or terrorism, and changes in GAAP — to Veridian-specific clinical trial results, safety findings, and regulatory actions that are particular to VRD-4187 and the Marlowe Asset Management-2 trial; and
(d) The disproportionate impact exception analysis under the MAE Definition, confirming that even if any such carveout were applicable (which Calderwood & Harkness LLP concluded they were not), the events described herein have disproportionately affected Veridian relative to other companies operating in the oncology biopharmaceutical industry;
WHEREAS, Calderwood & Harkness LLP has concluded, based upon the foregoing analysis and consistent with the advice set forth in the Legal Memoranda, that a material adverse effect has occurred with respect to the business, results of operations, financial condition, and assets of Veridian Biosciences, Inc., taken as a whole, and that the events described herein are not within any of the carveouts set forth in the MAE Definition in Section 1.1 of the SPA;
WHEREAS, on September 6, 2024, Penterra, acting through Calderwood & Harkness LLP, delivered a Deficiency Notice (the "Deficiency Notice") to Veridian, with a copy to Zalcourt Archer & Cole LLP (Veridian's outside counsel), alleging that the conditions to Buyer's obligation to close under Sections 7.2(a) and 7.2(b) of the SPA have not been satisfied and are incapable of being satisfied, due to (i) the occurrence of a material adverse effect within the meaning of the MAE Definition and (ii) the failure of the Sellers' representations and warranties (including without limitation those set forth in Sections 3.8, 3.9, and 3.10 of the SPA, relating to regulatory matters, clinical trials, and compliance with applicable FDA requirements) to be true and correct as of the date of the Deficiency Notice and as of the anticipated closing date, giving effect to the MAE qualifier therein;
WHEREAS, on September 13, 2024, Veridian, through Zalcourt Archer & Cole LLP, delivered a written response to the Deficiency Notice (the "Veridian Response"), disputing the occurrence of a material adverse effect, asserting that the Marlowe Asset Management-2 interim analysis data does not satisfy the durational significance standard established by Delaware law, contending that the clinical trial data reflects ordinary-course risks inherent in pharmaceutical development, and demanding that Penterra proceed to the closing of the Transaction in accordance with the terms of the SPA;
WHEREAS, the Board has been advised by Calderwood & Harkness LLP that the following conditions to the Company's obligation to consummate the closing of the Transaction have not been, and are not reasonably capable of being, satisfied prior to the Outside Date (as defined in the SPA) of December 10, 2024:
(a) The bring-down condition set forth in Section 7.2(a) of the SPA — requiring that the representations and warranties of the Sellers set forth in Article III of the SPA be true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or material adverse effect, true and correct in all respects) as of the date of the closing with the same effect as though made on and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) — cannot be satisfied because the Sellers' representations and warranties regarding regulatory compliance, clinical trial status, and the absence of a material adverse effect are no longer true and correct; and
(b) The no-MAE condition set forth in Section 7.2(b) of the SPA — requiring that since the date of the SPA, no material adverse effect shall have occurred — cannot be satisfied because a material adverse effect has occurred as described herein;
WHEREAS, on September 24, 2024, Calderwood & Harkness LLP delivered to the Board a comprehensive memorandum (the "Termination Recommendation Memorandum") recommending termination of the SPA pursuant to Section 8.1(d) thereof, and providing a thorough assessment of litigation risk in connection with such termination, including the possibility of claims by Veridian, the Sellers, and/or the Stockholder Representative for breach of contract, specific performance under Section 10.12 of the SPA, and damages, to be brought in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court within the State of Delaware), such memorandum also addressing the Company's defenses and potential counterclaims;
WHEREAS, the Board has also reviewed Calderwood & Harkness LLP's analysis confirming that the reverse termination fee of Forty-Five Million Dollars ($45,000,000) provided for in Section 8.3(b) of the SPA is not payable by Penterra in connection with the termination contemplated by these resolutions, because such reverse termination fee is triggered only by a termination resulting from a financing failure (i.e., a termination under Section 8.1(e) of the SPA where the sole reason for the failure to close is the failure of the debt financing contemplated by the Commitment Letter), and the termination authorized by these resolutions is based upon the failure of closing conditions under Section 8.1(d) of the SPA, which does not give rise to an obligation to pay the reverse termination fee;
WHEREAS, the Board has been informed by the Company's Chief Financial Officer, in consultation with the Company's financial advisors, that the total estimated sunk transaction costs incurred by the Company in connection with the Transaction as of the date hereof are approximately Twelve Million Nine Hundred Ninety-One Thousand Six Hundred Sixty-Four Dollars ($12,991,664), consisting of the following:
(i) Legal fees (Calderwood & Harkness LLP and other counsel): approximately $4,215,000;
(ii) Financial advisory fees (Garrison Zanthor & Co., LLC): approximately $1,750,000 in work fees (the success fee of $13,500,000 is not payable upon termination);
(iii) Clinical due diligence costs (Broadleaf Scientific Consulting LLC): approximately $1,486,164;
(iv) Representations and warranties insurance premium (Atlas Indemnity Insurance Co., Policy No. AIC-RWI-2024-07892): $3,960,000 (non-refundable);
(v) HSR Act filing fee: $280,500;
(vi) Commitment fees on the $500,000,000 term loan facility (Ironclad Trust Company, N.A., as Administrative Agent): approximately $750,000; and
(vii) Miscellaneous costs (accounting, tax, regulatory, printing, and other out-of-pocket expenses): approximately $550,000;
WHEREAS, Section 8.1(d) of the SPA provides that the Buyer may terminate the SPA by written notice to the Sellers and the Stockholder Representative if any of the conditions to Buyer's obligation to close set forth in Section 7.2 of the SPA shall have become incapable of satisfaction by the Outside Date (December 10, 2024), and such failure is not the result of a material breach by Buyer of any of its representations, warranties, covenants, or obligations under the SPA; and
WHEREAS, the Board has determined, after careful deliberation and consideration of the totality of the circumstances, including the advice of its legal, financial, and scientific advisors, the Marlowe Asset Management-2 clinical trial data, the FDA partial clinical hold, the DMC recommendation, the Broadleaf Supplemental Report, the Legal Memoranda, the Termination Recommendation Memorandum, the estimated sunk transaction costs, the litigation risk assessment, and the potential impact of the Transaction on the Company's stockholders, that it is in the best interests of the Company and its stockholders to terminate the SPA and not to consummate the Transaction.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1: Determination of Material Adverse Effect
RESOLVED, that the Board hereby determines, based on the totality of the circumstances — including, without limitation, the Marlowe Asset Management-2 Phase II clinical trial interim analysis data and the DMC's recommendations in connection therewith, the FDA partial clinical hold imposed on VRD-4187 under IND 154832, the DMC's recommendation to suspend enrollment and mandate dose modification, the elevated incidence of Grade ≥3 cytokine release syndrome and treatment-related deaths in the VRD-4187 treatment arm, the failure of VRD-4187 to demonstrate a statistically significant efficacy benefit over the control arm, and the analyses and advice provided by Calderwood & Harkness LLP (as set forth in the Legal Memoranda) and Broadleaf Scientific Consulting LLC (as set forth in the Broadleaf Supplemental Report) — that a material adverse effect has occurred with respect to Veridian Biosciences, Inc. within the meaning of the definition of "Material Adverse Effect" set forth in Section 1.1 of the SPA, and that such material adverse effect is not within any of the carveouts or exceptions contained in such definition.
Resolution 2: Determination of Failure of Closing Conditions
RESOLVED, that the Board hereby determines that the conditions to Buyer's obligation to consummate the closing of the Transaction set forth in Sections 7.2(a) and 7.2(b) of the SPA are not currently satisfied and have become incapable of being satisfied prior to the Outside Date of December 10, 2024, and that such failure to be satisfied is not the result of any breach by Penterra of any of its representations, warranties, covenants, or obligations under the SPA; specifically:
(a) The bring-down condition in Section 7.2(a) of the SPA is not satisfied and is incapable of being satisfied because the representations and warranties of the Sellers set forth in Article III of the SPA, including without limitation those relating to regulatory compliance (Section 3.8), clinical trial status and data (Section 3.9), and the absence of certain changes (Section 3.10), are not true and correct in all material respects (or, where qualified by materiality or material adverse effect, in all respects) as of the date hereof and will not be true and correct as of the anticipated closing date; and
(b) The no-MAE condition in Section 7.2(b) of the SPA is not satisfied and is incapable of being satisfied because a material adverse effect has occurred since the date of the SPA, as determined in Resolution 1 above.
Resolution 3: Authorization to Terminate the SPA
RESOLVED, that the Board hereby authorizes and directs the termination of the Stock Purchase Agreement dated as of June 10, 2024, among Penterra Pharmaceuticals Corp., as Buyer, Veridian Biosciences, Inc., the Sellers identified therein, and David Ng, as Stockholder Representative, in accordance with and pursuant to Section 8.1(d) of the SPA, and that, effective upon delivery of the Termination Notice (as defined below), the SPA shall be terminated in accordance with its terms, subject to those provisions of the SPA that expressly survive termination (including, without limitation, Section 8.2 (Effect of Termination), Section 9.1 (Fees and Expenses), Section 10.6 (Governing Law), Section 10.7 (Jurisdiction), Section 10.8 (Waiver of Jury Trial), and Section 10.12 (Specific Performance and Other Remedies)).
Resolution 4: Authorization to Deliver Termination Notice
RESOLVED, that each of Dr. Anand Rajagopal, Chief Executive Officer of the Company, and Thomas F. Holbrook, General Counsel and Secretary of the Company, acting individually or together (each, an "Authorized Officer"), is hereby authorized and directed to execute and deliver, on behalf of the Company, a written notice of termination (the "Termination Notice") to Veridian Biosciences, Inc. (at its principal office) and to David Ng, as Stockholder Representative (at the address for notices specified in the SPA), in the form prepared by Calderwood & Harkness LLP and reviewed by the Board (a copy of which has been made available to each member of the Board prior to the adoption of these resolutions), terminating the SPA pursuant to Section 8.1(d) thereof, such Termination Notice to be delivered at such time as the Authorized Officers shall determine in their reasonable discretion, in consultation with Calderwood & Harkness LLP, but in any event on or prior to the Outside Date of December 10, 2024. The Authorized Officers are further authorized to make such non-material modifications to the form of Termination Notice as may be recommended by Calderwood & Harkness LLP prior to delivery.
Resolution 5: Authorization to Deliver Ancillary Notices
RESOLVED, that the Authorized Officers are hereby authorized and directed to execute and deliver, or cause to be delivered, all notices and communications required or advisable in connection with the termination of the SPA, including without limitation:
(a) A notice to Ironclad Trust Company, N.A. (in its capacity as Administrative Agent) and Summit Ridge Capital Partners, LP (in its capacity as Lead Arranger), requesting termination of the $500,000,000 committed senior secured term loan facility provided for under the Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) and the related Fee Letter, in accordance with the termination provisions set forth therein, and advising that the Transaction will not be consummated;
(b) A notice to Fidelis National Escrow Corp. (in its capacity as Escrow Agent under the Escrow Agreement) advising that the SPA has been terminated in accordance with Section 8.1(d) thereof and that no escrow deposits shall be made under the Escrow Agreement, including the $180,000,000 indemnification escrow and the $2,500,000 stockholder representative expense fund, and requesting written confirmation of the termination of the Escrow Agreement;
(c) A notice to Atlas Indemnity Insurance Co. regarding the non-closing of the Transaction and the status of the representations and warranties insurance policy (Policy No. AIC-RWI-2024-07892), including any required notifications under such policy in connection with the termination of the SPA and the non-consummation of the Transaction;
(d) Any notices required or advisable under the Confidentiality Agreement dated March 4, 2024 between Penterra and Veridian, including any obligation to return or destroy confidential information of Veridian in accordance with the terms of such Confidentiality Agreement; and
(e) Such other notices and communications as the Authorized Officers, in consultation with Calderwood & Harkness LLP, shall deem necessary, advisable, or appropriate in connection with the termination of the SPA and the wind-down of all matters relating to the Transaction.
Resolution 6: Engagement of Counsel for Litigation Preparation
RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed to continue to serve as lead outside counsel to the Company in connection with any and all matters arising out of or relating to the termination of the SPA, including without limitation (i) the defense of any claims, actions, suits, or proceedings that may be asserted or commenced by Veridian, the Sellers, the Stockholder Representative, or any other party in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court within the State of Delaware) or any other forum, (ii) the prosecution of any counterclaims, cross-claims, or affirmative claims on behalf of the Company, including claims for breach of the SPA by Veridian or the Sellers, (iii) the preparation of all pleadings, motions, briefs, discovery materials, and other litigation documents, and (iv) the engagement with, and response to, any demand letters, pre-litigation communications, or settlement overtures from Veridian, the Sellers, or their counsel. The Board notes that Veridian, through Zalcourt Archer & Cole LLP, delivered a demand letter to the Company dated October 15, 2024, threatening the commencement of litigation seeking specific performance and/or damages, and that Calderwood & Harkness LLP has advised the Board that a complaint may be filed on or about November 15, 2024. The Board authorizes the Company to incur legal fees and expenses in connection with the foregoing matters, subject to periodic reporting to the Board or a committee thereof designated by the Board.
Resolution 7: Authorization to Implement Litigation Hold
RESOLVED, that the Authorized Officers, in consultation with Calderwood & Harkness LLP, are hereby authorized and directed to issue and implement a litigation hold notice (the "Litigation Hold Notice") to all relevant personnel of the Company, including without limitation officers, directors, employees, consultants, and contractors who may possess or have access to documents and communications relevant to the matters described herein. The Litigation Hold Notice shall direct the preservation of all documents and communications (whether in paper, electronic, or any other form or medium), including but not limited to internal and external correspondence, emails, text messages, instant messages, memoranda, reports, presentations, analyses, models, data, recordings, and metadata, relating to (i) the Veridian acquisition and the Transaction, (ii) the Marlowe Asset Management-2 clinical trial and VRD-4187, (iii) the DMC interim analysis data and recommendations, (iv) the FDA partial clinical hold on IND 154832, (v) the material adverse effect analysis and determination, (vi) the Deficiency Notice and the Veridian Response, (vii) the termination of the SPA, (viii) communications with Veridian, the Sellers, the Stockholder Representative, or their advisors, and (ix) all other matters that may be relevant to any claims or defenses arising out of or relating to the SPA or the termination thereof. The Company shall ensure that automatic deletion programs and document retention policies are suspended with respect to the categories of documents and communications described above for the duration of the litigation hold.
Resolution 8: Authorization to Take All Further Actions
RESOLVED, that the Authorized Officers and any other officer of the Company, acting individually or together, are hereby authorized and empowered to take or cause to be taken all such further actions, and to execute and deliver or cause to be executed and delivered all such further documents, instruments, certificates, agreements, filings, and communications, in the name and on behalf of the Company, as any such officer shall deem necessary, advisable, or appropriate to carry out and effectuate the purposes and intent of the foregoing resolutions, including without limitation:
(i) Making any required or advisable filings with the United States Securities and Exchange Commission (the "SEC"), The Nasdaq Stock Market LLC, or other regulatory bodies or governmental authorities in connection with the termination of the SPA and the non-consummation of the Transaction, including without limitation any Current Report on Form 8-K, amendments to prior filings, or other disclosures as may be required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
(ii) Coordinating with Garrison Zanthor & Co., LLC, the Company's financial advisor in connection with the Transaction, regarding public communications, press releases, investor communications, and analyst inquiries relating to the termination of the SPA, and authorizing the issuance of a press release or public statement regarding the termination in such form and at such time as the Authorized Officers, in consultation with Calderwood & Harkness LLP and Garrison Zanthor & Co., LLC, shall determine;
(iii) Engaging such additional legal, financial, scientific, regulatory, communications, or other advisors as the Authorized Officers shall deem necessary or advisable in connection with the anticipated litigation with Veridian and/or the Sellers, the defense of the Company's position, and the protection of the Company's interests; and
(iv) Taking all such other actions and executing all such other documents as may be necessary or desirable to wind down the Company's obligations and commitments relating to the Transaction and to restore the Company to its pre-Transaction operational posture.
The execution and delivery of any such document, instrument, certificate, agreement, or filing, or the taking of any such action, by any such officer shall be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate to carry out and effectuate the purposes and intent of the foregoing resolutions.
Resolution 9: Ratification
RESOLVED, that any and all actions heretofore taken by any officer, director, agent, or authorized representative of the Company, or by Calderwood & Harkness LLP or any other advisor to the Company, in connection with the matters described in the foregoing resolutions, including without limitation the delivery of the Deficiency Notice, communications with Veridian and its counsel, communications with the Company's lenders, insurers, and other counterparties, the preparation of the Termination Notice, and the preparation for potential litigation, are hereby approved, adopted, ratified, and confirmed in all respects as the acts and deeds of the Company.
UNANIMOUS WRITTEN CONSENT
The undersigned, being all of the members of the Board of Directors of Penterra Pharmaceuticals Corp., hereby execute this Unanimous Written Consent in Lieu of a Special Meeting of the Board of Directors, effective as of September 27, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.8 of the Amended and Restated Bylaws of the Company. This consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic (.pdf), or other electronic signatures shall be deemed to be original signatures for all purposes. This consent shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote at a duly convened meeting.
MARGARET LIU WHITFIELD Board Chair
Signature: ________
Date: September 27, 2024
DR. ANAND RAJAGOPAL Director and Chief Executive Officer
Signature: ________
Date: September 27, 2024
JAMES R. PRESCOTT Director
Signature: ________
Date: September 27, 2024
DR. CATHERINE E. QUELSTON Director
Signature: ________
Date: September 27, 2024
ROBERT A. DELGADO Director
Signature: ________
Date: September 27, 2024
PATRICIA K. HAINES Director
Signature: ________
Date: September 27, 2024
DR. ALAN M. BERKOVITZ Director
Signature: ________
Date: September 27, 2024
SECRETARY'S CERTIFICATION
I, Thomas F. Holbrook, do hereby certify that:
1.  I am the duly appointed General Counsel and Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company").
2.  The foregoing is a true, complete, and correct copy of the resolutions adopted by the Board of Directors of the Company by Unanimous Written Consent in Lieu of a Special Meeting, effective as of September 27, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.8 of the Amended and Restated Bylaws of the Company.
3.  Such resolutions were duly adopted by all of the members of the Board of Directors of the Company, with all directors consenting thereto in writing.
4.  Such resolutions have not been amended, modified, supplemented, or rescinded, and remain in full force and effect as of the date hereof.
5.  There are no proceedings pending or, to my knowledge, threatened for the dissolution or liquidation of the Company, and the Company is in good standing under the laws of the State of Delaware.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of September 27, 2024.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Thomas F. Holbrook
Title: General Counsel and Secretary
Date: September 27, 2024
[CORPORATE SEAL]
Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, NJ 08540

Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Matter No. 1018-00008

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

PREAMBLE AND RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

UNANIMOUS WRITTEN CONSENT

SECRETARY'S CERTIFICATION

PENTERRA PHARMACEUTICALS CORP.

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