1018-00008 · Penterra Pharmaceuticals Corp · Post-Termination & Litigation Prep

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CALDERWOOD & HARKNESS LLP ATTORNEYS AT LAW

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 42nd Floor New York, NY 10166

Telephone: (212) 574-1000 Facsimile: (212) 574-1001 www.calderwoodharkness.com

Oliver Mackenzie Partner, Mergers & Acquisitions Direct Dial: (212) 574-1148 omackenzie@calderwoodharkness.com

October 1, 2024

Via Email (brian.mulcahy@fidelisescrow.com) and Overnight Courier

Brian Mulcahy Senior Vice President Fidelis National Escrow Corp. 601 Riverside Avenue Jacksonville, FL 32204

Re: Notice of Termination of Stock Purchase Agreement and Confirmation That No Escrow Deposits Will Be Made — Escrow Agreement dated as of June 10, 2024 (the "Escrow Agreement") among Penterra Pharmaceuticals Corp. ("Penterra" or "Buyer"), David Ng, in his capacity as Stockholder Representative (the "Stockholder Representative"), and Fidelis National Escrow Corp. ("Escrow Agent"); Stock Purchase Agreement dated as of June 10, 2024 (the "SPA") among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc. ("Veridian" or the "Company"), the Sellers identified therein, and David Ng, as Stockholder Representative

Dear Mr. Mulcahy:

This firm represents Penterra Pharmaceuticals Corp., a Delaware corporation with its principal executive offices at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540 (Nasdaq: PPCA) ("Penterra" or "Buyer"). We are writing to you on behalf of Penterra in connection with the above-referenced Escrow Agreement dated as of June 10, 2024, among Penterra, the Stockholder Representative, and Fidelis National Escrow Corp. ("Fidelis" or the "Escrow Agent"). Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Escrow Agreement or, as applicable, in the SPA.

The purpose of this letter is to (i) notify the Escrow Agent that the SPA has been terminated, (ii) confirm that no escrow deposits will be made with the Escrow Agent in connection with the transactions contemplated by the SPA and the Escrow Agreement, and (iii) address certain related administrative matters, each as more fully described below.

I. Background — The SPA and the Escrow Agreement

On June 10, 2024, Penterra entered into the Stock Purchase Agreement (the "SPA") with Veridian Biosciences, Inc., a Delaware corporation with its principal office at 550 Gateway Drive, Cambridge, Massachusetts 02142, the Sellers identified therein (collectively, the "Sellers"), and David Ng (Managing Partner, Crestline Ventures, LP), acting in his capacity as Stockholder Representative, pursuant to which Penterra agreed to acquire one hundred percent (100%) of the issued and outstanding capital stock of Veridian (the "Shares") for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), subject to the terms and conditions set forth therein.

Concurrently with the execution and delivery of the SPA, Penterra, the Stockholder Representative, and the Escrow Agent entered into the Escrow Agreement, which established the framework for the deposit and administration of certain portions of the Purchase Price with the Escrow Agent in connection with the closing of the transactions contemplated by the SPA (the "Closing"). Specifically, under the terms of the Escrow Agreement, the following deposits were to be made with the Escrow Agent at the Closing:

(a) Indemnification Escrow Amount. One Hundred Eighty Million Dollars ($180,000,000), representing twenty percent (20%) of the Purchase Price, was to be deposited by Penterra into the Indemnification Escrow Account (as defined in the Escrow Agreement) to secure and satisfy the indemnification obligations of the Sellers pursuant to Article IX of the SPA (the "Indemnification Escrow Amount"). The Indemnification Escrow Amount was to be held and disbursed by the Escrow Agent in accordance with the terms and conditions set forth in the Escrow Agreement and the applicable provisions of the SPA.

(b) Stockholder Representative Expense Fund. Two Million Five Hundred Thousand Dollars ($2,500,000) was to be deposited by Penterra (on behalf of the Sellers, as a deduction from the Purchase Price payable to the Sellers at Closing) into the Expense Fund Account (as defined in the Escrow Agreement) for the Stockholder Representative's use in connection with the performance of his duties and obligations under the SPA, the Escrow Agreement, and the Stockholder Representative Agreement (the "Stockholder Representative Expense Fund").

The aggregate amount to be deposited with the Escrow Agent at the Closing was therefore One Hundred Eighty-Two Million Five Hundred Thousand Dollars ($182,500,000). All deposits were expressly conditioned upon, and were to occur simultaneously with, the occurrence of the Closing. As of the date of this letter, no Closing has occurred, and no funds have been deposited with the Escrow Agent under the Escrow Agreement.

II. Notice of Termination of the SPA

Penterra hereby notifies the Escrow Agent that the SPA has been terminated in accordance with its terms.

On September 30, 2024, Penterra delivered a formal written notice of termination (the "Termination Notice") to Veridian and the Stockholder Representative, terminating the SPA pursuant to Section 8.1(d) thereof. A copy of the Termination Notice, as delivered to Veridian and the Stockholder Representative on September 30, 2024, is enclosed with this letter for your records.

Section 8.1(d) of the SPA provides that the Buyer may terminate the Agreement by written notice to the Company and the Stockholder Representative if any of the conditions to Buyer's obligation to consummate the Closing set forth in Section 7.2 of the SPA shall have failed to be satisfied, or shall have become incapable of being satisfied, on or prior to December 10, 2024 (the "Outside Date"), provided that such failure is not primarily the result of a breach by Buyer of any of its representations, warranties, covenants, or agreements set forth in the SPA.

The termination was based upon the failure, and the incapability of satisfaction, of the conditions to Buyer's obligation to close set forth in Sections 7.2(a) and 7.2(b) of the SPA, each of which require, among other things, the accuracy in all material respects of the representations and warranties of the Company and the Sellers as of the Closing Date and the absence of any event, circumstance, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the SPA) with respect to Veridian. Penterra's determination to terminate the SPA was based upon the occurrence of a Material Adverse Effect with respect to Veridian, the details of which were set forth in the Termination Notice and prior correspondence between the parties.

The termination of the SPA became effective on September 30, 2024, upon delivery of the Termination Notice to Veridian and the Stockholder Representative in accordance with Section 10.1 of the SPA.

III. Confirmation That No Escrow Deposits Will Be Made

As a direct and necessary consequence of the termination of the SPA, the Closing will not occur. No party to the SPA has any further obligation to consummate the transactions contemplated thereby, except as expressly set forth in the surviving provisions of the SPA identified in Section 8.2 thereof.

Accordingly, Penterra hereby confirms to the Escrow Agent as follows:

(a) No deposit of the Indemnification Escrow Amount in the amount of One Hundred Eighty Million Dollars ($180,000,000), or any portion thereof, will be made into the Indemnification Escrow Account established or contemplated under the Escrow Agreement.

(b) No deposit of the Stockholder Representative Expense Fund in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), or any portion thereof, will be made into the Expense Fund Account established or contemplated under the Escrow Agreement.

(c) No other funds, securities, instruments, or other property of any kind will be delivered, transferred, or remitted to the Escrow Agent in connection with the transactions contemplated by the SPA or the Escrow Agreement.

Penterra further notes, and understands, that because all deposits under the Escrow Agreement were expressly contingent upon the occurrence of the Closing, and because the Closing has not occurred, the Escrow Agent does not currently hold any funds in either the Indemnification Escrow Account or the Expense Fund Account (or in any other account) in connection with the Escrow Agreement or the transactions contemplated by the SPA. To the extent that this understanding is incorrect for any reason, we ask that you notify us immediately.

IV. Termination of the Escrow Agreement

Section 9(b) of the Escrow Agreement provides that the Escrow Agreement shall terminate automatically upon the termination of the SPA in accordance with its terms, provided that the provisions of Sections 4 (Limitation of Liability), 5 (Indemnification of Escrow Agent), and 12 (Governing Law; Jurisdiction) of the Escrow Agreement shall survive any such termination.

In light of the termination of the SPA effective September 30, 2024, as described above, Penterra believes that the Escrow Agreement has terminated in accordance with Section 9(b) thereof. We respectfully request that Fidelis confirm in writing, at its earliest convenience, that the Escrow Agreement is terminated and that the Escrow Agent has no further duties, obligations, or responsibilities thereunder, other than with respect to the surviving provisions noted above.

To the extent that the Escrow Agreement requires any additional action by the parties — whether in the form of a joint written notice, a mutual release, or otherwise — to effectuate or memorialize its formal termination, we request Fidelis's cooperation in taking such steps promptly. Penterra will coordinate with the Stockholder Representative and counsel to the Sellers, Rebecca Whitmore of Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, Massachusetts 02110, as necessary with respect to any joint notice, mutual instruction, or other action that may be required under the Escrow Agreement to accomplish its formal termination and wind-down.

V. Administrative Matters

In connection with the foregoing, we respectfully request that Fidelis take the following administrative actions:

(a) Closure of Escrow Accounts. To the extent that any escrow accounts, sub-accounts, or other deposit accounts were established by the Escrow Agent — whether funded or unfunded — in anticipation of the Closing or otherwise in connection with the Escrow Agreement, we request that Fidelis close all such accounts and confirm in writing to the undersigned that such closure has been completed.

(b) Written Confirmation. We request that Fidelis provide written confirmation to the undersigned, with copies to the individuals identified in the "cc" block below, that: (i) no funds, securities, or other property are held by the Escrow Agent in connection with the Escrow Agreement or any account established thereunder; (ii) the Escrow Agent has no outstanding obligations, liabilities, or claims under or in connection with the Escrow Agreement (other than with respect to the surviving provisions referenced above); and (iii) any escrow accounts, sub-accounts, or other deposit accounts established in connection with the Escrow Agreement have been, or will promptly be, closed.

(c) Outstanding Fees and Expenses. We note that the Escrow Agreement may provide for certain fees and expenses payable to Fidelis in connection with its services as Escrow Agent. To the extent that any fees, costs, or expenses remain outstanding or are owed by any party under the Escrow Agreement — including, without limitation, any annual administration fees, account maintenance fees, or out-of-pocket expenses incurred by the Escrow Agent — we request that Fidelis advise Penterra of the nature and amount of any such outstanding fees at its earliest convenience, together with applicable invoices or supporting documentation, so that arrangements may be made for their prompt payment in accordance with the terms of the Escrow Agreement.

VI. Reservation of Rights

This letter is provided for informational and administrative purposes only, and is intended to facilitate the orderly wind-down of the Escrow Agreement and the related escrow arrangements following the termination of the SPA. Nothing contained in this letter shall be deemed to constitute, nor shall it be construed as, a waiver, release, or relinquishment of any of Penterra's rights, remedies, claims, or defenses under or arising out of the SPA, the Escrow Agreement, or any other agreement entered into in connection with the transactions contemplated thereby, or under applicable law. Penterra expressly reserves all rights, remedies, claims, and defenses available to it, whether at law, in equity, by contract, or otherwise, in each case to the fullest extent permitted by applicable law.

VII. Contact Information

Please direct any questions, correspondence, or notices regarding this matter, including any confirmation or response requested herein, to the undersigned:

Oliver Mackenzie, Partner Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Telephone: (212) 574-1148

Email: omackenzie@calderwoodharkness.com

With a copy (which shall not constitute notice) to Penterra's General Counsel:

Thomas F. Holbrook General Counsel & Secretary Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, NJ 08540 Telephone: (609) 452-7300

Email: tholbrook@penterrapharma.com

We appreciate Fidelis's prompt attention to this matter and look forward to receiving your written confirmation at your earliest convenience. Should you require any additional information or documentation from Penterra in connection with the foregoing, please do not hesitate to contact me directly.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Oliver Mackenzie Partner

Encl.: Copy of Termination Notice dated September 30, 2024 (delivered to Veridian Biosciences, Inc. and the Stockholder Representative)

cc:

Thomas F. Holbrook, General Counsel & Secretary, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540

Catherine M. Burgess, Chief Financial Officer, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540

Natalie Reiner, Senior Vice President, Corporate Development, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540

David Ng, Stockholder Representative, c/o Crestline Ventures, LP, 125 High Street, Suite 2800, Boston, MA 02110

Rebecca Whitmore, Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, MA 02110 (Sellers' Counsel)

CALDERWOOD & HARKNESS LLP ATTORNEYS AT LAW
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 42nd Floor New York, NY 10166
Telephone: (212) 574-1000 Facsimile: (212) 574-1001 www.calderwoodharkness.com
Oliver Mackenzie Partner, Mergers & Acquisitions Direct Dial: (212) 574-1148 omackenzie@calderwoodharkness.com
October 1, 2024
Via Email (brian.mulcahy@fidelisescrow.com) and Overnight Courier
Brian Mulcahy Senior Vice President Fidelis National Escrow Corp. 601 Riverside Avenue Jacksonville, FL 32204
Re: Notice of Termination of Stock Purchase Agreement and Confirmation That No Escrow Deposits Will Be Made — Escrow Agreement dated as of June 10, 2024 (the "Escrow Agreement") among Penterra Pharmaceuticals Corp. ("Penterra" or "Buyer"), David Ng, in his capacity as Stockholder Representative (the "Stockholder Representative"), and Fidelis National Escrow Corp. ("Escrow Agent"); Stock Purchase Agreement dated as of June 10, 2024 (the "SPA") among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc. ("Veridian" or the "Company"), the Sellers identified therein, and David Ng, as Stockholder Representative
Dear Mr. Mulcahy:
This firm represents Penterra Pharmaceuticals Corp., a Delaware corporation with its principal executive offices at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540 (Nasdaq: PPCA) ("Penterra" or "Buyer"). We are writing to you on behalf of Penterra in connection with the above-referenced Escrow Agreement dated as of June 10, 2024, among Penterra, the Stockholder Representative, and Fidelis National Escrow Corp. ("Fidelis" or the "Escrow Agent"). Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Escrow Agreement or, as applicable, in the SPA.
The purpose of this letter is to (i) notify the Escrow Agent that the SPA has been terminated, (ii) confirm that no escrow deposits will be made with the Escrow Agent in connection with the transactions contemplated by the SPA and the Escrow Agreement, and (iii) address certain related administrative matters, each as more fully described below.
I. Background — The SPA and the Escrow Agreement
On June 10, 2024, Penterra entered into the Stock Purchase Agreement (the "SPA") with Veridian Biosciences, Inc., a Delaware corporation with its principal office at 550 Gateway Drive, Cambridge, Massachusetts 02142, the Sellers identified therein (collectively, the "Sellers"), and David Ng (Managing Partner, Crestline Ventures, LP), acting in his capacity as Stockholder Representative, pursuant to which Penterra agreed to acquire one hundred percent (100%) of the issued and outstanding capital stock of Veridian (the "Shares") for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), subject to the terms and conditions set forth therein.
Concurrently with the execution and delivery of the SPA, Penterra, the Stockholder Representative, and the Escrow Agent entered into the Escrow Agreement, which established the framework for the deposit and administration of certain portions of the Purchase Price with the Escrow Agent in connection with the closing of the transactions contemplated by the SPA (the "Closing"). Specifically, under the terms of the Escrow Agreement, the following deposits were to be made with the Escrow Agent at the Closing:
(a) Indemnification Escrow Amount. One Hundred Eighty Million Dollars ($180,000,000), representing twenty percent (20%) of the Purchase Price, was to be deposited by Penterra into the Indemnification Escrow Account (as defined in the Escrow Agreement) to secure and satisfy the indemnification obligations of the Sellers pursuant to Article IX of the SPA (the "Indemnification Escrow Amount"). The Indemnification Escrow Amount was to be held and disbursed by the Escrow Agent in accordance with the terms and conditions set forth in the Escrow Agreement and the applicable provisions of the SPA.
(b) Stockholder Representative Expense Fund. Two Million Five Hundred Thousand Dollars ($2,500,000) was to be deposited by Penterra (on behalf of the Sellers, as a deduction from the Purchase Price payable to the Sellers at Closing) into the Expense Fund Account (as defined in the Escrow Agreement) for the Stockholder Representative's use in connection with the performance of his duties and obligations under the SPA, the Escrow Agreement, and the Stockholder Representative Agreement (the "Stockholder Representative Expense Fund").
The aggregate amount to be deposited with the Escrow Agent at the Closing was therefore One Hundred Eighty-Two Million Five Hundred Thousand Dollars ($182,500,000). All deposits were expressly conditioned upon, and were to occur simultaneously with, the occurrence of the Closing. As of the date of this letter, no Closing has occurred, and no funds have been deposited with the Escrow Agent under the Escrow Agreement.
II. Notice of Termination of the SPA
Penterra hereby notifies the Escrow Agent that the SPA has been terminated in accordance with its terms.
On September 30, 2024, Penterra delivered a formal written notice of termination (the "Termination Notice") to Veridian and the Stockholder Representative, terminating the SPA pursuant to Section 8.1(d) thereof. A copy of the Termination Notice, as delivered to Veridian and the Stockholder Representative on September 30, 2024, is enclosed with this letter for your records.
Section 8.1(d) of the SPA provides that the Buyer may terminate the Agreement by written notice to the Company and the Stockholder Representative if any of the conditions to Buyer's obligation to consummate the Closing set forth in Section 7.2 of the SPA shall have failed to be satisfied, or shall have become incapable of being satisfied, on or prior to December 10, 2024 (the "Outside Date"), provided that such failure is not primarily the result of a breach by Buyer of any of its representations, warranties, covenants, or agreements set forth in the SPA.
The termination was based upon the failure, and the incapability of satisfaction, of the conditions to Buyer's obligation to close set forth in Sections 7.2(a) and 7.2(b) of the SPA, each of which require, among other things, the accuracy in all material respects of the representations and warranties of the Company and the Sellers as of the Closing Date and the absence of any event, circumstance, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the SPA) with respect to Veridian. Penterra's determination to terminate the SPA was based upon the occurrence of a Material Adverse Effect with respect to Veridian, the details of which were set forth in the Termination Notice and prior correspondence between the parties.
The termination of the SPA became effective on September 30, 2024, upon delivery of the Termination Notice to Veridian and the Stockholder Representative in accordance with Section 10.1 of the SPA.
III. Confirmation That No Escrow Deposits Will Be Made
As a direct and necessary consequence of the termination of the SPA, the Closing will not occur. No party to the SPA has any further obligation to consummate the transactions contemplated thereby, except as expressly set forth in the surviving provisions of the SPA identified in Section 8.2 thereof.
Accordingly, Penterra hereby confirms to the Escrow Agent as follows:
(a) No deposit of the Indemnification Escrow Amount in the amount of One Hundred Eighty Million Dollars ($180,000,000), or any portion thereof, will be made into the Indemnification Escrow Account established or contemplated under the Escrow Agreement.
(b) No deposit of the Stockholder Representative Expense Fund in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), or any portion thereof, will be made into the Expense Fund Account established or contemplated under the Escrow Agreement.
(c) No other funds, securities, instruments, or other property of any kind will be delivered, transferred, or remitted to the Escrow Agent in connection with the transactions contemplated by the SPA or the Escrow Agreement.
Penterra further notes, and understands, that because all deposits under the Escrow Agreement were expressly contingent upon the occurrence of the Closing, and because the Closing has not occurred, the Escrow Agent does not currently hold any funds in either the Indemnification Escrow Account or the Expense Fund Account (or in any other account) in connection with the Escrow Agreement or the transactions contemplated by the SPA. To the extent that this understanding is incorrect for any reason, we ask that you notify us immediately.
IV. Termination of the Escrow Agreement
Section 9(b) of the Escrow Agreement provides that the Escrow Agreement shall terminate automatically upon the termination of the SPA in accordance with its terms, provided that the provisions of Sections 4 (Limitation of Liability), 5 (Indemnification of Escrow Agent), and 12 (Governing Law; Jurisdiction) of the Escrow Agreement shall survive any such termination.
In light of the termination of the SPA effective September 30, 2024, as described above, Penterra believes that the Escrow Agreement has terminated in accordance with Section 9(b) thereof. We respectfully request that Fidelis confirm in writing, at its earliest convenience, that the Escrow Agreement is terminated and that the Escrow Agent has no further duties, obligations, or responsibilities thereunder, other than with respect to the surviving provisions noted above.
To the extent that the Escrow Agreement requires any additional action by the parties — whether in the form of a joint written notice, a mutual release, or otherwise — to effectuate or memorialize its formal termination, we request Fidelis's cooperation in taking such steps promptly. Penterra will coordinate with the Stockholder Representative and counsel to the Sellers, Rebecca Whitmore of Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, Massachusetts 02110, as necessary with respect to any joint notice, mutual instruction, or other action that may be required under the Escrow Agreement to accomplish its formal termination and wind-down.
V. Administrative Matters
In connection with the foregoing, we respectfully request that Fidelis take the following administrative actions:
(a) Closure of Escrow Accounts. To the extent that any escrow accounts, sub-accounts, or other deposit accounts were established by the Escrow Agent — whether funded or unfunded — in anticipation of the Closing or otherwise in connection with the Escrow Agreement, we request that Fidelis close all such accounts and confirm in writing to the undersigned that such closure has been completed.
(b) Written Confirmation. We request that Fidelis provide written confirmation to the undersigned, with copies to the individuals identified in the "cc" block below, that: (i) no funds, securities, or other property are held by the Escrow Agent in connection with the Escrow Agreement or any account established thereunder; (ii) the Escrow Agent has no outstanding obligations, liabilities, or claims under or in connection with the Escrow Agreement (other than with respect to the surviving provisions referenced above); and (iii) any escrow accounts, sub-accounts, or other deposit accounts established in connection with the Escrow Agreement have been, or will promptly be, closed.
(c) Outstanding Fees and Expenses. We note that the Escrow Agreement may provide for certain fees and expenses payable to Fidelis in connection with its services as Escrow Agent. To the extent that any fees, costs, or expenses remain outstanding or are owed by any party under the Escrow Agreement — including, without limitation, any annual administration fees, account maintenance fees, or out-of-pocket expenses incurred by the Escrow Agent — we request that Fidelis advise Penterra of the nature and amount of any such outstanding fees at its earliest convenience, together with applicable invoices or supporting documentation, so that arrangements may be made for their prompt payment in accordance with the terms of the Escrow Agreement.
VI. Reservation of Rights
This letter is provided for informational and administrative purposes only, and is intended to facilitate the orderly wind-down of the Escrow Agreement and the related escrow arrangements following the termination of the SPA. Nothing contained in this letter shall be deemed to constitute, nor shall it be construed as, a waiver, release, or relinquishment of any of Penterra's rights, remedies, claims, or defenses under or arising out of the SPA, the Escrow Agreement, or any other agreement entered into in connection with the transactions contemplated thereby, or under applicable law. Penterra expressly reserves all rights, remedies, claims, and defenses available to it, whether at law, in equity, by contract, or otherwise, in each case to the fullest extent permitted by applicable law.
VII. Contact Information
Please direct any questions, correspondence, or notices regarding this matter, including any confirmation or response requested herein, to the undersigned:
Oliver Mackenzie, Partner Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 Telephone: (212) 574-1148
Email: omackenzie@calderwoodharkness.com
With a copy (which shall not constitute notice) to Penterra's General Counsel:
Thomas F. Holbrook General Counsel & Secretary Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, NJ 08540 Telephone: (609) 452-7300
Email: tholbrook@penterrapharma.com
We appreciate Fidelis's prompt attention to this matter and look forward to receiving your written confirmation at your earliest convenience. Should you require any additional information or documentation from Penterra in connection with the foregoing, please do not hesitate to contact me directly.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Oliver Mackenzie Partner
Encl.: Copy of Termination Notice dated September 30, 2024 (delivered to Veridian Biosciences, Inc. and the Stockholder Representative)
cc:
Thomas F. Holbrook, General Counsel & Secretary, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Catherine M. Burgess, Chief Financial Officer, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
Natalie Reiner, Senior Vice President, Corporate Development, Penterra Pharmaceuticals Corp., 1100 Meridian Boulevard, Suite 400, Princeton, NJ 08540
David Ng, Stockholder Representative, c/o Crestline Ventures, LP, 125 High Street, Suite 2800, Boston, MA 02110
Rebecca Whitmore, Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, MA 02110 (Sellers' Counsel)

CALDERWOOD & HARKNESS LLP ATTORNEYS AT LAW

CALDERWOOD & HARKNESS LLP

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