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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

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

Buyer-Side Representation and Warranty Insurance Policy

Binder and Summary of Key Terms

Policy Number: AIC-RWI-2024-07892

Prepared for: Penterra Pharmaceuticals Corp.

Date: June 12, 2024

Matter Number: 1018-00008

This document is protected by the attorney-client privilege and the attorney work-product doctrine. It is provided for informational and internal reference purposes only and is not intended for distribution to any person or entity not identified in the distribution list set forth herein. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.

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1. INTRODUCTION AND PURPOSE

This memorandum summarizes the key terms of the buyer-side representation and warranty insurance policy (the "R&W Policy" or the "Policy") issued by Atlas Indemnity Insurance Co. ("Atlas Indemnity") in connection with the Stock Purchase Agreement dated June 10, 2024 (the "SPA") by and among Penterra Pharmaceuticals Corp. ("Penterra" or the "Buyer"), Veridian Biosciences, Inc. ("Veridian" or the "Company"), the stockholders of Veridian identified therein (collectively, the "Sellers"), and David Ng, in his capacity as Stockholder Representative (collectively, the "Transaction"). The SPA governs the acquisition by Penterra of one hundred percent (100%) of the outstanding capital stock of Veridian for aggregate cash consideration of nine hundred million dollars ($900,000,000).

The Policy was bound on June 12, 2024, two (2) business days following the execution and delivery of the SPA. Binding occurred upon completion of the underwriting review process and satisfaction of all conditions precedent to issuance of the binder by Atlas Indemnity. The formal policy document is expected to be issued within thirty (30) days of the binding date.

The Policy was procured through Prescott Whitfield Insurance Brokers, Inc. ("Prescott Whitfield"), with Amanda Chen-Kowalski, Managing Director, serving as lead broker for the placement. Prescott Whitfield conducted a competitive marketing process among several leading R&W insurance carriers before recommending Atlas Indemnity based on a combination of pricing, coverage breadth, underwriting flexibility, and claims-paying reputation. Atlas Indemnity was selected as the preferred carrier following evaluation of competing indications received during the marketing phase.

Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") served as Buyer's counsel throughout the Transaction, including coordination of the R&W insurance placement alongside the broader due diligence process. In particular, Calderwood & Harkness prepared and organized the due diligence materials submitted to Atlas Indemnity's underwriting team, participated in the underwriting call and diligence presentation, reviewed and negotiated the terms of the binder and the underlying policy form, and coordinated with Prescott Whitfield to ensure that the Policy's coverage was appropriately tailored to the risk profile of the Transaction and aligned with the indemnification provisions of the SPA. Oliver Mackenzie, Partner, served as the responsible attorney for the R&W insurance placement, with Megan Chu, Associate, providing day-to-day coordination.

This summary is prepared for informational and internal reference purposes only. It does not constitute legal advice to any party other than Penterra and does not supersede, modify, or amend the terms of the Policy itself. In the event of any conflict or inconsistency between this summary and the actual Policy, the terms of the Policy shall govern and control in all respects. Penterra's deal team, including the General Counsel's office and the Corporate Development team, should review the formal policy document upon its issuance and confirm that its terms are consistent with the binder and the summary set forth herein.

2. TRANSACTION OVERVIEW

The following summarizes the material terms of the Transaction for purposes of contextualizing the R&W Policy placement:

Transaction. The Transaction involves the acquisition by Penterra Pharmaceuticals Corp. of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc., a privately held clinical-stage biotechnology company, pursuant to the terms and conditions of the SPA.

Purchase Price. The aggregate purchase price payable by Penterra to the Sellers is nine hundred million dollars ($900,000,000) in cash, subject to no post-closing working capital adjustment, no earn-out, and no other contingent consideration components. The purchase price is payable in full at the Closing in immediately available funds by wire transfer to accounts designated by the Stockholder Representative.

Structure. The Transaction is structured as a stock purchase. All consideration is cash. The parties have not made, and do not intend to make, an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the acquisition. The absence of a Section 338(h)(10) election means that Penterra will acquire Veridian's assets at historical tax basis rather than a stepped-up basis, which has implications for the treatment of Veridian's pre-existing net operating loss carryforwards as discussed in Section 6.2 below.

SPA Execution Date. June 10, 2024.

Target Description. Veridian Biosciences, Inc. is a Delaware corporation and a privately held clinical-stage biotechnology company focused on the development of immuno-oncology therapeutics. Veridian is headquartered at 550 Gateway Drive, Cambridge, Massachusetts 02142, and maintains its principal research and development facilities at that location. As of the signing of the SPA, Veridian employed approximately one hundred forty-eight (148) full-time employees, consisting primarily of research scientists, clinical development professionals, regulatory affairs specialists, and general and administrative personnel. As a clinical-stage company, Veridian reported zero dollars ($0) of product revenue for the fiscal year ended December 31, 2023 ("FY2023"). Revenue to date has been limited to collaboration and grant income.

Veridian's lead product candidate is VRD-4187, a bispecific T-cell engager (BiTE) targeting delta-like ligand 3 (DLL3), currently in a Phase II clinical trial known as the Marlowe Asset Management-2 trial (ClinicalTrials.gov Identifier: NCT05837291). VRD-4187 is being developed for the treatment of extensive-stage small cell lung cancer (ES-SCLC) and represents the primary driver of the Transaction's strategic rationale and valuation. Veridian's proprietary VeriTCE bispecific antibody engineering platform underpins the development of VRD-4187 and several earlier-stage pipeline candidates. Veridian holds a portfolio of issued and pending patents related to the VeriTCE platform and VRD-4187 compositions of matter, methods of use, and manufacturing processes. The intellectual property portfolio was the subject of detailed due diligence by Calderwood & Harkness, as discussed in Section 7.2 below.

Buyer Description. Penterra Pharmaceuticals Corp. is a Delaware corporation and a publicly traded pharmaceutical company listed on the Nasdaq Global Select Market under the ticker symbol "PPCA." Penterra is headquartered at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540. As of the date of the SPA, Penterra had an approximate market capitalization of fourteen billion two hundred million dollars ($14,200,000,000) and reported FY2023 revenues of approximately four billion eight hundred seventy million dollars ($4,870,000,000). Penterra's existing product portfolio spans oncology, immunology, and rare disease therapeutic areas, and the acquisition of Veridian is intended to strengthen Penterra's immuno-oncology pipeline.

Sellers. The Sellers consist of the stockholders of Veridian, including the following principal holders:

Stockholder Representative. David Ng, Managing Partner of Crestline Ventures, LP, has been appointed as Stockholder Representative pursuant to SPA Article X. In that capacity, Mr. Ng is authorized to act on behalf of the Sellers with respect to post-closing indemnification claims, escrow releases, and other matters under the SPA.

Buyer's Counsel. Calderwood & Harkness LLP. Oliver Mackenzie, Partner, serves as the responsible partner for the Transaction and the R&W insurance placement.

Sellers' Counsel. Zalcourt Archer & Cole LLP. Rebecca Whitmore serves as Lead Partner representing the Sellers and the Stockholder Representative.

Buyer's Financial Advisor. Garrison Zanthor & Co., LLC. Kevin Driscoll, Managing Director, leads the financial advisory engagement for Penterra.

3. PARTIES TO THE POLICY

3.1 Insurer. Full Legal Name: Atlas Indemnity Insurance Co.

Address: 300 First Stamford Place, Stamford, Connecticut 06902

Underwriter: Graham Fielding, Senior Vice President, Transactional Risk Group

Role: Atlas Indemnity is the issuer and sole underwriter of the R&W Policy. Atlas Indemnity is a Connecticut-domiciled surplus lines insurer and is a recognized market-leading provider of representation and warranty insurance for mergers and acquisitions transactions in the United States. Atlas Indemnity maintains an A.M. Best rating of "A" (Excellent), Financial Size Category XII, and is authorized to write surplus lines business in the State of New Jersey (Penterra's domicile) and the State of Delaware (the governing law jurisdiction of the SPA and the Policy).

3.2 Named Insured

Full Legal Name: Penterra Pharmaceuticals Corp.

Employer Identification Number (EIN): 22-3847561

Address: 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540

State of Incorporation: Delaware

Delaware Registered Agent: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901

The Named Insured under the Policy is Penterra Pharmaceuticals Corp. and its successors and permitted assigns, including any post-closing entity that directly or indirectly acquires the Company or substantially all of the Company's assets, whether by merger, reorganization, or otherwise. The definition of Named Insured is intended to ensure continuity of coverage in the event of any post-closing corporate restructuring of Penterra or integration of Veridian into Penterra's existing organizational structure.

3.3 Insurance Broker

Full Legal Name: Prescott Whitfield Insurance Brokers, Inc.

Address: 175 Water Street, 22nd Floor, New York, New York 10038

Lead Broker: Amanda Chen-Kowalski, Managing Director, Transactional Risk Practice

Prescott Whitfield acted as the exclusive broker for the R&W insurance placement in connection with the Transaction. Prescott Whitfield was engaged by Penterra pursuant to a broker engagement letter dated April 15, 2024, and was responsible for marketing the risk to potential carriers, coordinating the underwriting process with Atlas Indemnity's underwriting team and Calderwood & Harkness, negotiating policy terms on behalf of Penterra, and facilitating the binding of the Policy. Prescott Whitfield's commission is embedded within the quoted premium rate and is not payable separately by Penterra outside of the premium payment.

4. POLICY TERMS — SUMMARY

4.1 Policy Number

AIC-RWI-2024-07892

4.2 Policy Type

The Policy is a buyer-side representation and warranty insurance policy. As such, it is issued to and for the benefit of the Buyer (Penterra) as Named Insured, and it insures the Named Insured against Losses arising from breaches of the Sellers' representations and warranties contained in Article IV of the SPA. The Policy is not a seller-side policy and does not provide coverage to or for the benefit of the Sellers. The distinction is significant: under a buyer-side R&W policy, the Buyer submits claims directly to the insurer, without the need to first pursue the Sellers (subject to the interplay with the SIR and the Sellers' indemnification obligations as described below). A buyer-side policy also has the commercial advantage of reducing friction in the post-closing relationship between the Buyer and the Sellers and providing a cleaner exit for the Seller stockholders.

4.3 Effective Date / Binding Date

The Policy was bound on June 12, 2024. Binding was confirmed by Graham Fielding, Senior Vice President, Atlas Indemnity Insurance Co., via binder letter delivered to Prescott Whitfield and forwarded to Calderwood & Harkness and Penterra on the same date.

The Policy inception date is the Closing Date of the Transaction. That is, the Policy becomes effective, and coverage commences, only upon the occurrence of the Closing as defined in the SPA. The Policy is conditional on the Closing occurring. If the Closing does not occur for any reason—including termination of the SPA by either party, failure of a condition to closing, regulatory prohibition, or otherwise—the Policy will not incept and no coverage will be triggered or available thereunder. Notwithstanding the foregoing, the premium remains non-refundable regardless of whether the Closing occurs (see Section 4.7 below).

4.4 Policy Period

The Policy period commences on the Closing Date and extends for the following durations, depending on the classification of the representations and warranties at issue:

General Representations. The Policy period for breaches of the Sellers' general representations and warranties (i.e., those representations not designated as Fundamental Representations or Tax Representations under the SPA) extends for a period of eighteen (18) months following the Closing Date. This period is coextensive with the survival period for general representations and warranties under Section 9.1(a) of the SPA. Any claim based on a breach of a general representation or warranty must be reported to Atlas Indemnity in writing prior to the expiration of this eighteen-month period in order to be eligible for coverage.

Fundamental Representations. The Policy period for breaches of the Sellers' Fundamental Representations (as defined in Section 5.2 below) extends for the full applicable statute of limitations plus sixty (60) days. This period is coextensive with the survival period for Fundamental Representations under Section 9.1(b) of the SPA. In practice, the applicable statute of limitations for certain Fundamental Representations (e.g., organization, authority, capitalization) is typically six (6) years under Delaware law, resulting in an effective Policy period of approximately six (6) years and sixty (60) days for such representations.

Tax Representations. The Policy period for breaches of the Sellers' tax representations and warranties extends for the full applicable statute of limitations plus sixty (60) days. This period is coextensive with the survival period for tax representations under Section 9.1(c) of the SPA. The applicable statute of limitations for federal income tax purposes is generally three (3) years from the date of filing of the relevant return, subject to extension in the case of substantial understatement of income (six (6) years) or fraud (unlimited). The Policy period for tax representations is therefore variable depending on the nature of the underlying tax matter giving rise to a claim.

All claims must be reported during the applicable Policy period. Late-reported claims—i.e., claims first reported after the expiration of the applicable Policy period—are not covered. Calderwood & Harkness recommends that Penterra establish a claims tracking and monitoring protocol to ensure timely identification and reporting of potential claims during the applicable Policy periods.

4.5 Policy Limit (Aggregate Limit of Liability)

The aggregate limit of liability under the Policy is one hundred eighty million dollars ($180,000,000). This amount was calculated as twenty percent (20%) of the nine hundred million dollar ($900,000,000) purchase price, which is consistent with prevailing market practice for buyer-side R&W policies in private-target M&A transactions of this size and in the life sciences sector.

The Policy limit matches the general indemnification cap applicable to the Sellers' indemnification obligations under Section 9.2(a) of the SPA, which provides that the Sellers' aggregate liability for breaches of general representations and warranties shall not exceed one hundred eighty million dollars ($180,000,000). This alignment is intentional and ensures that the Policy provides Penterra with a dollar-for-dollar backstop for the full amount of the Sellers' capped indemnification obligations.

The Policy limit is an aggregate limit—meaning that one hundred eighty million dollars ($180,000,000) represents the maximum cumulative amount payable under the Policy for all covered Losses, across all claims, throughout the entire Policy period. The Policy limit includes defense costs, meaning that amounts paid by Atlas Indemnity in connection with the defense, investigation, or settlement of covered claims erode the aggregate Policy limit. There is no per-claim sublimit under the Policy.

4.6 Self-Insured Retention (SIR) / Retention

The self-insured retention ("SIR" or "Retention") under the Policy is nine million dollars ($9,000,000). This amount was calculated as one percent (1%) of the nine hundred million dollar ($900,000,000) purchase price, which is consistent with market practice for R&W policies on transactions of this size.

The SIR matches the indemnification basket (specifically, a "tipping basket") under Section 9.2(b) of the SPA, which provides that the Sellers shall not be liable for indemnification of Losses until the aggregate amount of such Losses exceeds nine million dollars ($9,000,000), at which point the Sellers become liable for the full amount of Losses from the first dollar (i.e., the basket "tips" and is not treated as a true deductible). The alignment between the SIR and the SPA basket is designed to eliminate any gap or overlap in coverage between the Sellers' contractual indemnification obligations and the Policy.

The SIR represents the amount of Loss that the Named Insured must bear before the Policy responds. The SIR may be satisfied by any combination of the following:

(a) Indemnification payments actually received by the Named Insured from the Sellers under Article IX of the SPA;

(b) Amounts recovered by the Named Insured from the indemnification escrow deposited at Closing with Fidelis National Escrow Corp. (Brian Mulcahy, SVP); or

Once the SIR is fully eroded through any combination of the foregoing, the Policy responds on a first-dollar basis for covered Losses up to the aggregate Policy limit. There is no additional deductible, co-insurance, or co-payment obligation above the SIR.

It bears emphasis that because the SPA employs a tipping basket structure, once Losses exceed the nine million dollar ($9,000,000) threshold, the Sellers are liable from the first dollar of Loss—not merely for the excess over the basket. This means that, in a claim scenario where Losses exceed the SIR, the Named Insured should expect to recover the full SIR amount from the Sellers (or the indemnification escrow), with the Policy then responding for covered Losses in excess of the SIR up to the Policy limit. The practical effect is that the SIR functions as a coordination mechanism between the Sellers' contractual indemnification obligations and the Policy, rather than as an out-of-pocket cost to Penterra.

4.7 Premium. The premium for the Policy is three million nine hundred sixty thousand dollars ($3,960,000). The premium was calculated at a rate of two and two-tenths percent (2.2%) of the one hundred eighty million dollar ($180,000,000) Policy limit ($180,000,000 × 2.2% = $3,960,000). This rate is within the range of market rates for buyer-side R&W policies in the current environment, reflecting, among other factors, the clinical-stage nature of the target, the life sciences sector, the absence of product revenue, the complexity of the intellectual property portfolio, and the regulatory profile of VRD-4187.

The premium is fully earned upon binding. The premium is non-refundable regardless of whether the Closing occurs. If the Transaction is terminated prior to Closing for any reason, the premium constitutes a sunk cost to Penterra and will not be returned by Atlas Indemnity. This is standard market practice for R&W insurance placements and reflects the underwriting resources expended by Atlas Indemnity in connection with the diligence review and risk assessment.

Applicable state surplus lines taxes and fees are additional to the premium and will be invoiced separately by Prescott Whitfield. The specific amounts of surplus lines taxes and fees will depend on the state of filing and the applicable surplus lines tax rate. Penterra should anticipate surplus lines taxes in the range of approximately three percent (3%) to five percent (5%) of the premium, or approximately $118,800 to $198,000, depending on the applicable jurisdiction.

Payment of the premium is due within thirty (30) days of the binding date—i.e., by July 12, 2024. Payment should be remitted to Atlas Indemnity via wire transfer in accordance with the payment instructions set forth in the binder letter attached hereto as Appendix A. Late payment may result in cancellation of the binder, and Penterra should ensure timely remittance.

4.8 Underwriting Fee

The underwriting fee payable to Atlas Indemnity is seventy-five thousand dollars ($75,000). This fee compensates Atlas Indemnity for the time and resources expended in reviewing the Transaction's due diligence materials, conducting its own underwriting assessment, and preparing the binder and policy form. The underwriting fee is non-refundable and would have been payable regardless of whether the Policy was ultimately bound, although in this instance the Policy was in fact bound.

The underwriting fee was invoiced by Atlas Indemnity directly and is separate from the premium. Penterra should process payment of the underwriting fee in accordance with the invoicing instructions provided by Atlas Indemnity.

4.9 Broker Commission

The broker commission payable to Prescott Whitfield Insurance Brokers, Inc. is governed by the terms of the separate broker engagement letter between Penterra and Prescott Whitfield dated April 15, 2024. The commission is embedded within and included in the quoted premium rate of 2.2%. Accordingly, no separate commission payment is required from Penterra outside of the premium payment. The commission is payable by Atlas Indemnity to Prescott Whitfield out of the premium proceeds upon receipt.

5. SCOPE OF COVERAGE

5.1 Covered Representations and Warranties

The Policy covers Losses arising from breaches of the representations and warranties made by the Sellers in Article IV of the SPA. The scope of coverage is comprehensive and extends to all representations and warranties set forth in the SPA, including but not limited to the following:

(a) Organization and Authority (SPA § 4.1) — Representations regarding the due organization, valid existence, and good standing of Veridian, and the authority of the Sellers to enter into and consummate the Transaction.

(b) Capitalization (SPA § 4.2) — Representations regarding the authorized, issued, and outstanding capital stock of Veridian, including the absence of any undisclosed equity interests, options, warrants, or convertible securities (other than as set forth in the Disclosure Schedules with respect to the management/ESOP pool).

(c) Financial Statements (SPA § 4.3) — Representations that the audited financial statements of Veridian for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and fairly present in all material respects the financial condition and results of operations of Veridian as of the dates and for the periods indicated. The audited financial statements were prepared by Northbridge Accounting Group LLP, with Patrick Calloway serving as Engagement Partner.

(d) Absence of Undisclosed Liabilities (SPA § 4.4) — Representations that Veridian has no liabilities of any nature other than those (i) reflected or reserved against in the audited balance sheet as of December 31, 2023 (the "Balance Sheet Date"), (ii) incurred in the ordinary course of business since the Balance Sheet Date, or (iii) disclosed in the Disclosure Schedules.

(e) No Material Adverse Effect (SPA § 4.5) — Representations that since the Balance Sheet Date, there has been no event, circumstance, development, or condition that has had or would reasonably be expected to have a Material Adverse Effect on Veridian.

(f) intellectual Property (SPA § 4.6) — Representations regarding Veridian's ownership of or valid license to use all intellectual property material to its business, including the VeriTCE bispecific antibody engineering platform patents, VRD-4187 compositions of matter patents, methods of use patents, and manufacturing process patents. Representations further address the absence of infringement of third-party intellectual property, the absence of pending or threatened challenges to Veridian's intellectual property, and the sufficiency of trade secret protections.

(g) Material Contracts (SPA § 4.7) — Representations regarding the validity and enforceability of Veridian's material contracts, the absence of defaults thereunder, and the completeness of the list of material contracts set forth in the Disclosure Schedules.

(h) Tax Matters (SPA § 4.8) — Representations regarding Veridian's compliance with all applicable tax laws, the timely filing of all required tax returns, the payment of all taxes due, the absence of pending or threatened tax audits or proceedings, and the status and amount of Veridian's net operating loss carryforwards ("NOLs"), including the approximately one hundred forty-eight million dollars ($148,000,000) in pre-change NOLs subject to Section 382 limitations.

(i) Regulatory Compliance and FDA Matters (SPA § 4.9) — Representations regarding Veridian's compliance with all applicable laws, rules, and regulations, including but not limited to the Federal Food, Drug, and Cosmetic Act, and the regulations of the U.S. Food and Drug Administration ("FDA"). These representations encompass the status and good standing of Investigational New Drug Application No. 154832 ("IND 154832") for VRD-4187, the absence of pending or threatened FDA enforcement actions, and compliance with applicable Good Manufacturing Practice ("GMP"), Good Clinical Practice ("GCP"), and Good Laboratory Practice ("GLP") requirements.

(j) Clinical Trials and Data Integrity (SPA § 4.10) — Representations regarding the design, conduct, and reporting of Veridian's clinical trials, including the Marlowe Asset Management-2 trial, the integrity of clinical trial data, compliance with applicable protocols and regulatory requirements, and the absence of clinical holds or other restrictions imposed by the FDA or any other regulatory authority.

(k) Employment and Benefits (SPA § 4.11) — Representations regarding Veridian's compliance with applicable employment and labor laws, the terms of employee benefit plans, the absence of unfunded benefit obligations (other than as set forth in the Disclosure Schedules), and the status of employment agreements with key employees.

(l) Environmental Matters (SPA § 4.12) — Representations regarding Veridian's compliance with applicable environmental laws and regulations, the absence of contamination or release of hazardous substances at or from Veridian's facilities, and the absence of pending or threatened environmental claims or proceedings.

(m) Insurance (SPA § 4.13) — Representations regarding the existence and adequacy of Veridian's insurance coverage.

(n) Litigation and Contingent Liabilities (SPA § 4.14) — Representations regarding the absence of pending or threatened litigation, arbitration, governmental investigations, or other proceedings against or affecting Veridian, and the absence of outstanding judgments, orders, or decrees.

(o) Brokers' Fees (SPA § 4.15) — Representations that no broker, finder, or investment banker (other than Ridgeway Partners LLC, the Sellers' financial advisor) is entitled to any fee or commission in connection with the Transaction.

The Policy incorporates the SPA representations and warranties as scheduled, meaning that the specific language, qualifications, and materiality thresholds contained in the SPA govern the scope of the insured representations. The Policy is further subject to the Disclosure Schedules delivered by the Sellers at or prior to the execution of the SPA. Matters properly disclosed in the Disclosure Schedules that qualify the applicable representations do not constitute breaches for purposes of the Policy, and Losses arising from such disclosed matters are excluded from coverage (see Section 6.1(d) below).

5.2 Fundamental Representations

Certain representations and warranties are designated as "Fundamental Representations" under the SPA and receive enhanced treatment both under the SPA's indemnification provisions and under the Policy. Specifically, breaches of Fundamental Representations:

(i) Survive for the full applicable statute of limitations plus sixty (60) days under SPA § 9.1(b), rather than the eighteen-month general survival period;

(ii) Are subject to a separate and higher indemnification cap of one hundred percent (100%) of the Purchase Price—i.e., nine hundred million dollars ($900,000,000)—under SPA § 9.2(c), rather than the general indemnification cap of one hundred eighty million dollars ($180,000,000); and

(iii) Receive extended coverage under the Policy for the full applicable statute of limitations plus sixty (60) days, consistent with the SPA survival period.

The Fundamental Representations under the SPA consist of the representations regarding organization and authority (SPA § 4.1), capitalization (SPA § 4.2), tax matters (SPA § 4.8), and brokers' fees (SPA § 4.15). It should be noted, however, that the Policy limit of one hundred eighty million dollars ($180,000,000) applies to all covered Losses, including Losses arising from breaches of Fundamental Representations. The Policy does not provide coverage up to the nine hundred million dollar ($900,000,000) Fundamental Representations indemnification cap under the SPA. Accordingly, for breaches of Fundamental Representations resulting in Losses in excess of one hundred eighty million dollars ($180,000,000), Penterra would need to seek recovery directly from the Sellers.

5.3 Definition of Loss

"Loss" under the Policy includes the following categories of damages and expenses that the Named Insured incurs or becomes obligated to pay as a result of a breach of a Seller representation or warranty covered under the Policy:

(a) Compensatory damages, including direct damages and diminution in value;

(b) Reasonable defense costs, including attorneys' fees, expert witness fees, and costs of investigation incurred in connection with the investigation, defense, or settlement of a covered claim;

(c) Settlement amounts paid in resolution of a covered claim, subject to Atlas Indemnity's consent rights as described in Section 8.2 below; and

(d) Other amounts that the Named Insured would be entitled to recover as indemnification for a breach of a representation or warranty under Article IX of the SPA.

Loss does not include consequential, punitive, speculative, or exemplary damages, except to the extent that such damages are awarded to a third party in a Third-Party Claim (as defined in the Policy) and the Named Insured becomes legally obligated to pay such damages. This carve-out for third-party awards is standard and reflects the recognition that in third-party litigation, a court or tribunal may impose punitive or consequential damages against the Named Insured that are directly attributable to a breach of a Seller representation or warranty.

5.4 No-Claims Bonus / Retroactive Coverage

No claims have been made or are pending under the Policy prior to its inception (i.e., prior to the Closing Date). The Policy provides retroactive coverage for breaches of the Sellers' representations and warranties that existed as of the date of the SPA (June 10, 2024), even if such breaches are not discovered until after the Closing Date. This retroactive coverage is subject to the known-breach exclusion described in Section 6.1(e) below—that is, breaches that were actually known to the Named Insured's Knowledge Group at or prior to the binding date of June 12, 2024, are excluded from coverage. Provided that the Named Insured did not have actual knowledge of a breach at the time of binding, the Policy covers pre-existing breaches that are subsequently discovered during the Policy period.

6. EXCLUSIONS

6.1 Standard Exclusions

The Policy contains certain standard exclusions that are customary in buyer-side representation and warranty insurance policies. The Policy does not cover Losses arising from or related to the following:

(a) Purchase Price Adjustments, Working Capital Adjustments, and Earn-Out Disputes. The Policy does not cover any Loss arising from or related to purchase price adjustments, working capital adjustments, or earn-out disputes. It is noted that this exclusion has limited practical significance in the context of this Transaction, as the SPA provides for a fixed purchase price of nine hundred million dollars ($900,000,000) with no working capital adjustment mechanism, no earn-out, and no other contingent consideration component. There is therefore no purchase price or working capital adjustment dispute risk to which this exclusion would apply.

(b) Forward-Looking Statements, Projections, Forecasts, and Estimates. The Policy does not cover any Loss arising from or related to forward-looking statements, projections, forecasts, estimates, budgets, or business plans, including any financial projections, revenue forecasts, probability-of-success analyses, or market sizing estimates provided by Veridian, Ridgeway Partners LLC (the Sellers' financial advisor), or any other person during the sale process or the due diligence process. This exclusion is standard and reflects the principle that R&W insurance covers representations of fact, not predictions about future events.

(c) Covenants, Agreements, and Obligations. The Policy does not cover any Loss arising from the breach of any covenant, agreement, or obligation of the Sellers (as distinguished from the Sellers' representations and warranties). The distinction between representations/warranties and covenants is critical: the Policy insures the accuracy of factual statements at a point in time, not the performance of contractual obligations. Losses arising from a Seller's failure to comply with pre-closing covenants (e.g., the ordinary course covenant in SPA § 5.1) or post-closing obligations (e.g., non-competition or non-solicitation covenants) are not covered.

(d) Matters Disclosed in the Disclosure Schedules. The Policy does not cover any Loss arising from any matter disclosed in the Disclosure Schedules delivered by the Sellers in connection with the SPA, to the extent that such disclosure is sufficient under the terms of the SPA to qualify the applicable representation or warranty. This exclusion reflects the fundamental principle that R&W insurance covers unknown breaches—not matters that were specifically identified and disclosed by the Sellers and accepted by the Buyer as qualifications to the representations.

(e) Known Breaches. The Policy does not cover any Loss arising from any breach of a Seller representation or warranty that was actually known to any member of the Named Insured's "Knowledge Group" at or prior to the binding date of June 12, 2024. The Knowledge Group is defined in Section 7.1 below and consists of the following six individuals: Dr. Anand Rajagopal (CEO, Penterra), Catherine M. Burgess (CFO, Penterra), Thomas F. Holbrook (General Counsel, Penterra), Natalie Reiner (SVP, Corporate Development, Penterra), Oliver Mackenzie (Partner, Calderwood & Harkness LLP), and Megan Chu (Associate, Calderwood & Harkness LLP). The known-breach exclusion is limited to "actual knowledge"—it does not encompass constructive knowledge, imputed knowledge, or knowledge that the Knowledge Group "should have" possessed based on the due diligence conducted.

(f) Consequential, Punitive, and Exemplary Damages. As described in Section 5.3 above, the Policy does not cover consequential, punitive, speculative, or exemplary damages, except to the extent that such damages are awarded to a third party in a Third-Party Claim and the Named Insured becomes legally obligated to pay such damages.

(g) Criminal or Intentional Fraud by the Named Insured. The Policy does not cover any Loss arising from or related to criminal conduct or intentional fraud committed by the Named Insured or any member of the Knowledge Group. This exclusion is standard and is not expected to have practical relevance.

(h) Asbestos, PFAS, and Nuclear Hazard Liabilities. The Policy does not cover any Loss arising from or related to asbestos or asbestos-containing materials, per- and polyfluoroalkyl substances ("PFAS"), or nuclear hazards. These are standard environmental/toxic tort exclusions in R&W insurance policies.

(i) Pension and Multiemployer Plan Withdrawal Liability. The Policy does not cover any Loss arising from or related to any liability under Title IV of the Employee Retirement Income Security Act of 1974 ("ERISA") in connection with any pension plan or multiemployer plan, including any withdrawal liability under Section 4201 of ERISA.

(j) Transfer Taxes. The Policy does not cover any Loss arising from transfer taxes payable in connection with the Transaction. Transfer taxes are the responsibility of the Sellers pursuant to SPA § 6.8.

(k) Defined Benefit Pension Plan Underfunding. The Policy does not cover any Loss arising from the underfunding of any defined benefit pension plan. It is noted that Veridian does not maintain or contribute to any defined benefit pension plan, and this exclusion is therefore not applicable to the Transaction.

6.2 Specific Exclusions Identified During Underwriting

In addition to the standard exclusions described above, the following specific exclusions were identified and negotiated during the underwriting process based on the due diligence conducted in connection with the Transaction:

(a) Section 382 Limitation on Pre-Change Net Operating Losses. The Policy specifically excludes any Loss arising from or related to the application of Section 382 of the Code to Veridian's pre-change net operating loss carryforwards. As identified during the tax due diligence conducted by Leonard Cross, Tax Partner at Calderwood & Harkness (tax due diligence memorandum dated May 28, 2024), Veridian has accumulated approximately one hundred forty-eight million dollars ($148,000,000) in pre-change NOLs that are subject to an annual Section 382 limitation of approximately five million nine hundred thousand dollars ($5,900,000) per year resulting from prior ownership changes. The existence and amount of this Section 382 limitation, and its impact on the usability of Veridian's NOLs, were identified during due diligence, disclosed in the Disclosure Schedules, and factored into Penterra's valuation of the Transaction. Accordingly, Atlas Indemnity excluded this matter from coverage as a known tax matter. This exclusion is not expected to create a material gap in coverage because the Section 382 limitation was known to and accepted by Penterra at the time of signing and was reflected in the purchase price.

(b) Pre-Existing Environmental Liabilities at Cambridge Facility. The Policy specifically excludes any Loss arising from or related to any pre-existing environmental liabilities at Veridian's headquarters and research facility located at 550 Gateway Drive, Cambridge, Massachusetts 02142, to the extent that such liabilities were disclosed in the Disclosure Schedules. The Environmental Disclosure Schedule (Schedule 4.12) identifies certain historical environmental conditions at the Cambridge facility, including prior use of certain regulated substances in laboratory operations and the results of a Phase I environmental site assessment conducted in connection with the Transaction. Matters specifically disclosed in Schedule 4.12 are excluded from coverage.

(c) State Tax Nexus Matters. The Policy specifically excludes any Loss arising from or related to Veridian's state tax nexus in Massachusetts, California, and Maryland, to the extent disclosed in the Disclosure Schedules. The Tax Disclosure Schedule (Schedule 4.8) identifies certain state tax nexus positions taken by Veridian in those jurisdictions. To the extent that Veridian's state tax filings and nexus positions were disclosed, Losses arising from those specific matters are excluded from coverage. Undisclosed state tax nexus matters in jurisdictions not identified in the Disclosure Schedules remain within the scope of coverage.

7. KNOWLEDGE AND DILIGENCE

7.1 Named Insured's Knowledge Group

The Policy defines the "Knowledge Group" for purposes of the known-breach exclusion (Section 6.1(e) above) as the following six individuals:

The Knowledge Group was carefully negotiated between Calderwood & Harkness (on behalf of Penterra) and Atlas Indemnity's underwriting team during the underwriting process. The Knowledge Group is intentionally limited to the core deal-team principals at Penterra and the lead attorneys at Calderwood & Harkness who had direct, hands-on involvement in the due diligence and Transaction negotiation process. The Knowledge Group does not include lower-level Penterra employees, non-deal Penterra officers or directors, or any other Calderwood & Harkness attorneys or advisors who may have had peripheral involvement in the Transaction. This narrow definition of the Knowledge Group is favorable to Penterra and reflects a negotiated outcome with Atlas Indemnity.

The knowledge standard is "actual knowledge"—meaning that a breach is excluded from coverage only if one or more members of the Knowledge Group actually knew of the breach as of the binding date of June 12, 2024. Constructive knowledge, imputed knowledge, "should have known" knowledge, and knowledge inferred from the due diligence materials reviewed by the Knowledge Group are not sufficient to trigger the known-breach exclusion. As of the binding date, no member of the Knowledge Group had actual knowledge of any breach of the Sellers' representations and warranties.

7.2 Due Diligence Reliance

Atlas Indemnity relied upon the due diligence conducted by Penterra's professional advisors in underwriting the Policy. The underwriting process involved Atlas Indemnity's review of the due diligence materials produced by Penterra's advisors, followed by an underwriting call and diligence presentation. The following is a summary of the principal due diligence workstreams and materials upon which Atlas Indemnity relied:

Legal Due Diligence (Calderwood & Harkness LLP). Calderwood & Harkness conducted comprehensive legal due diligence across the following substantive areas: corporate organization and governance, intellectual property (including the VeriTCE platform patents and VRD-4187 patent portfolio), material contracts, regulatory and FDA compliance (including IND 154832 and the Marlowe Asset Management-2 clinical trial), employment and benefits, environmental matters, litigation and contingent liabilities, and insurance. Calderwood & Harkness prepared a series of due diligence memoranda covering each of these subject areas, dated between May 10, 2024, and May 22, 2024, which were submitted to Atlas Indemnity's underwriting team.

Tax Due Diligence (Calderwood & Harkness LLP — Leonard Cross, Tax Partner). Leonard Cross, Tax Partner at Calderwood & Harkness, prepared a comprehensive tax due diligence memorandum dated May 28, 2024, covering Veridian's federal and state income tax compliance, the status and usability of Veridian's net operating loss carryforwards (including the Section 382 limitation analysis), state tax nexus positions, transfer pricing matters, and other tax-related risks. This memorandum was a key underwriting input and formed the basis for the specific tax-related exclusions described in Section 6.2 above.

Clinical and Scientific Due Diligence (Broadleaf Scientific Consulting LLC). Broadleaf Scientific Consulting LLC ("Broadleaf"), led by Dr. Raymond Kapoor, was engaged by Penterra on March 18, 2024, to conduct independent clinical and scientific due diligence on Veridian's pipeline, with particular emphasis on VRD-4187 and the Marlowe Asset Management-2 Phase II trial. Broadleaf's analysis encompassed an assessment of the clinical trial design, interim data readouts, the competitive landscape for DLL3-targeting agents, manufacturing feasibility, and the regulatory pathway to potential approval. Broadleaf's findings were presented to Atlas Indemnity during the underwriting call.

Financial Due Diligence and Valuation (Garrison Zanthor & Co., LLC). Kevin Driscoll, Managing Director at Garrison Zanthor & Co., LLC, led the financial due diligence and valuation workstream for the Transaction. Garrison Zanthor reviewed Veridian's historical financial performance, operating cost structure, cash burn rate, capital requirements, and comparable transaction metrics, and provided a fairness opinion to Penterra's board of directors. The financial due diligence materials were made available to Atlas Indemnity.

Audited Financial Statements (Northbridge Accounting Group LLP). Atlas Indemnity reviewed the audited financial statements of Veridian for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, prepared by Northbridge Accounting Group LLP, with Patrick Calloway serving as Engagement Partner. The audited financial statements carried unqualified audit opinions and were prepared in accordance with GAAP.

Diligence Summary Memorandum. Calderwood & Harkness prepared a comprehensive Diligence Summary Memorandum to the Penterra board of directors dated June 3, 2024, synthesizing the findings of all due diligence workstreams and identifying key risks and mitigants. This memorandum was submitted to Atlas Indemnity as part of the underwriting package.

Underwriting Call / Diligence Presentation. On or about June 5–6, 2024, Calderwood & Harkness and Broadleaf Scientific Consulting LLC conducted a diligence call and presentation with Atlas Indemnity's underwriting team, led by Graham Fielding, Senior Vice President. The presentation covered the Transaction structure, key due diligence findings across all workstreams, identified risks and mitigants, the Disclosure Schedules, and the interplay between the SPA indemnification provisions and the requested Policy terms. The underwriting call provided Atlas Indemnity with the opportunity to ask questions and request supplemental information, which was provided by Calderwood & Harkness in the days following the call.

8. CLAIMS PROCEDURES

8.1 Notice of Claim

In the event that the Named Insured becomes aware of any claim, potential claim, or circumstance that may give rise to a claim under the Policy, the Named Insured must provide written notice to Atlas Indemnity as promptly as practicable, and in any event within the applicable Policy period. Failure to provide timely notice within the applicable Policy period will result in the claim being excluded from coverage.

Written notice of a claim must include a description of the facts and circumstances giving rise to the claim, the specific representations and warranties alleged to have been breached, the estimated amount of the Loss (to the extent then determinable), and copies of any relevant documents or communications. Notice must be sent to:

Graham Fielding, Senior Vice President Atlas Indemnity Insurance Co. 300 First Stamford Place Stamford, Connecticut 06902

With a simultaneous copy to the broker:

Amanda Chen-Kowalski, Managing Director Prescott Whitfield Insurance Brokers, Inc. 175 Water Street, 22nd Floor New York, New York 10038

Calderwood & Harkness recommends that Penterra establish an internal protocol for early identification of potential claims and that all matters that could reasonably give rise to a claim under the Policy be reported promptly, even if the existence or amount of a Loss has not yet been fully determined. Early and conservative reporting is advisable to preserve coverage rights.

8.2 Claim Investigation and Defense

Upon receipt of a notice of claim, Atlas Indemnity shall have the right, but not the obligation, to investigate any claim and to associate in the defense of any Third-Party Claim (i.e., a claim brought against the Named Insured by a third party that is attributable to a breach of a Seller representation or warranty). Atlas Indemnity's right to associate in the defense of a Third-Party Claim means that Atlas Indemnity may participate in the defense, including by selecting or approving defense counsel, attending depositions and hearings, and providing input on defense strategy.

The Named Insured shall cooperate fully with Atlas Indemnity in the investigation and defense of any claim, including by providing access to documents, records, personnel, and other information reasonably requested by Atlas Indemnity. The Named Insured shall not obstruct or impede Atlas Indemnity's investigation.

The Named Insured may not settle any claim in an amount in excess of the Self-Insured Retention ($9,000,000) without the prior written consent of Atlas Indemnity, which consent shall not be unreasonably withheld, conditioned, or delayed. This consent requirement ensures that Atlas Indemnity has the opportunity to evaluate and approve any settlement that would result in a payment obligation under the Policy. Claims settled within the SIR—i.e., for amounts at or below $9,000,000—may be settled by the Named Insured in its discretion without Atlas Indemnity's consent, although the Named Insured should still provide notice to Atlas Indemnity for purposes of SIR erosion tracking.

8.3 Coordination with SPA Indemnification

The Policy is designed to operate in coordination with, and as a complement to, the Sellers' indemnification obligations under Article IX of the SPA. The following principles govern the coordination between the Policy and the SPA indemnification regime:

Excess Coverage / SIR Erosion. The Policy operates as excess coverage over the Sellers' indemnification obligations under the SPA. The Named Insured is expected to pursue indemnification from the Sellers (including from the $180,000,000 indemnification escrow held at Fidelis National Escrow Corp., Brian Mulcahy, SVP) before or concurrently with making a claim under the Policy. Amounts recovered from the Sellers—whether through direct indemnification payments, releases from the indemnification escrow, or otherwise—count toward erosion of the SIR. Once the SIR is fully eroded through a combination of Seller indemnification recoveries and/or unreimbursed Losses borne by the Named Insured, the Policy responds on a first-dollar basis for covered Losses up to the Policy limit.

Recovery from Sellers Not a Condition Precedent. Notwithstanding the foregoing, recovery from the Sellers is not a condition precedent to recovery under the Policy. The Policy is not structured as strictly "excess" insurance in the sense that the Named Insured must fully exhaust all available Seller indemnification before the Policy will respond. Rather, the SIR may be satisfied by any combination of Seller indemnification payments actually received, escrow recoveries, and amounts borne directly by the Named Insured. If the Named Insured is unable to recover from the Sellers (for example, because the Sellers contest the indemnification claim, the escrow is insufficient, or the Sellers are unable to pay), the Named Insured may satisfy the SIR through its own funds and then make a claim under the Policy for covered Losses in excess of the SIR.

Subrogation. Atlas Indemnity shall be subrogated to the Named Insured's rights against the Sellers to the extent of any payment made under the Policy, subject to the waiver of subrogation described in Section 9 below.

8.4 Payment of Claims

Once a covered Loss has been determined to exceed the $9,000,000 Self-Insured Retention, Atlas Indemnity shall pay covered Losses up to the $180,000,000 aggregate Policy limit. Payment shall be made within thirty (30) business days of the final determination of a covered Loss. The "final determination" of a covered Loss occurs upon the earliest of: (i) a mutual agreement between the Named Insured and Atlas Indemnity as to the amount of the covered Loss; (ii) a final, non-appealable judgment of a court of competent jurisdiction; or (iii) a final arbitration award.

Payment shall be made by wire transfer to an account designated by the Named Insured. All payments made by Atlas Indemnity under the Policy shall reduce the remaining available Policy limit on a dollar-for-dollar basis.

9. SUBROGATION

Upon making any payment under the Policy, Atlas Indemnity shall be subrogated to all rights, claims, and causes of action of the Named Insured against the Sellers, the Stockholder Representative, and any third parties with respect to the Loss for which such payment was made. The Named Insured shall cooperate with Atlas Indemnity in the pursuit of any subrogation claim, including by executing any documents and taking any actions reasonably requested by Atlas Indemnity.

Waiver of Subrogation Against Sellers. Notwithstanding the foregoing, Atlas Indemnity has agreed to waive its right of subrogation against the Sellers, the Stockholder Representative (David Ng), and Veridian's officers, directors, and employees, except in the case of actual, intentional fraud committed by any such person. This waiver means that if Atlas Indemnity makes a payment to Penterra under the Policy in respect of a covered Loss, Atlas Indemnity will not pursue the Sellers (or the other waived parties) to recover the amount paid, unless the Loss was caused by the actual, intentional fraud of the Sellers or such other persons.

This waiver of subrogation is consistent with market practice for buyer-side R&W insurance policies and is a critical component of the overall Transaction structure. From the Sellers' perspective, the waiver provides assurance that the R&W policy will serve as the primary recovery mechanism for Penterra's post-closing indemnification claims, thereby reducing the likelihood that the Sellers will face direct claims from either Penterra or the insurer after closing. The waiver was a negotiated term requested by Zalcourt Archer & Cole LLP on behalf of the Sellers during the SPA negotiation process, and its inclusion in the Policy was a condition to the Sellers' agreement to the indemnification structure set forth in the SPA.

The fraud carve-out to the waiver of subrogation ensures that Atlas Indemnity retains the right to pursue recovery against the Sellers in cases of actual, intentional fraud—i.e., where a Seller knowingly made a false representation or warranty with the intent to deceive the Buyer. This carve-out is narrowly drawn and requires proof of actual, intentional fraud (not mere negligence, recklessness, or constructive fraud).

10. ASSIGNMENT AND TRANSFER

The Policy may be assigned by the Named Insured to any of the following without the prior consent of Atlas Indemnity:

(a) Any affiliate of the Named Insured (as defined in the Policy);

(b) Any successor entity of the Named Insured, whether by merger, consolidation, reorganization, or otherwise;

(d) Any lender to the Named Insured or its affiliates, including Ironclad Trust Company, N.A., in its capacity as administrative agent under the committed term loan facility described below, as additional insured or loss payee.

Assignment to any party not described above requires the prior written consent of Atlas Indemnity, which consent may be withheld in Atlas Indemnity's sole discretion.

The assignment provision is particularly relevant in the context of the debt financing for the Transaction. Penterra has secured a five hundred million dollar ($500,000,000) committed term loan facility (Commitment Letter Reference No. CL-2024-PPCA-0607) with Ironclad Trust Company, N.A. serving as administrative agent for the lender group. The R&W Policy may be assigned to Ironclad Trust Company, N.A. (or designated as loss payee in favor of Ironclad Trust Company, N.A.) without Atlas Indemnity's consent, providing the lender group with additional collateral comfort in connection with the financing.

11. POLICY CONDITIONS

11.1 Closing Condition

The Policy is conditional on the occurrence of the Closing of the Transaction as defined in the SPA. If the Closing does not occur for any reason—including termination of the SPA, failure of a condition to closing, regulatory prohibition, or mutual agreement of the parties—the Policy does not incept, no coverage is provided, and no claims may be made thereunder. The premium, however, remains non-refundable regardless of whether the Closing occurs, as discussed in Section 4.7 above. The non-refundable nature of the premium reflects the underwriting resources expended by Atlas Indemnity and is standard market practice.

11.2 Representations by Named Insured

As a condition to the issuance and effectiveness of the Policy, the Named Insured has made the following representations to Atlas Indemnity:

(a) Comprehensive Due Diligence. The due diligence conducted by the Named Insured and its professional advisors in connection with the Transaction was comprehensive and consistent with market practice for a transaction of this type, size, and complexity, and was conducted in good faith with the goal of identifying and assessing risks associated with the Transaction.

(b) No Known Breaches. No member of the Knowledge Group has actual knowledge of any breach of the Sellers' representations and warranties as of the binding date of June 12, 2024. The Named Insured has disclosed to Atlas Indemnity all material facts and circumstances known to the Knowledge Group that bear on the risk profile of the Transaction.

(c) Accuracy of Information. The information provided to Atlas Indemnity during the underwriting process, including the due diligence memoranda, the Disclosure Schedules, and all other materials submitted to Atlas Indemnity's underwriting team, was true and accurate in all material respects as of the date provided.

These representations form the basis of Atlas Indemnity's underwriting decision and are material to the issuance of the Policy. A breach of any of these representations could, depending on the circumstances, give rise to a coverage defense or rescission claim by Atlas Indemnity.

11.3 Governing Law

The Policy is governed by and shall be construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provisions that would cause the application of the laws of any other jurisdiction. The selection of Delaware law is consistent with the governing law provision of the SPA (SPA § 10.6) and ensures uniformity of legal interpretation across the Transaction documents.

11.4 Dispute Resolution

Any disputes arising under the Policy, including disputes relating to coverage, claims, or the interpretation of Policy terms, shall be submitted to binding arbitration in New York, New York. Arbitration shall be administered under the

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 42nd Floor New York, NY 10166
Buyer-Side Representation and Warranty Insurance Policy
Binder and Summary of Key Terms
Policy Number: AIC-RWI-2024-07892
Prepared for: Penterra Pharmaceuticals Corp.
Date: June 12, 2024
Matter Number: 1018-00008
This document is protected by the attorney-client privilege and the attorney work-product doctrine. It is provided for informational and internal reference purposes only and is not intended for distribution to any person or entity not identified in the distribution list set forth herein. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.
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1. INTRODUCTION AND PURPOSE
This memorandum summarizes the key terms of the buyer-side representation and warranty insurance policy (the "R&W Policy" or the "Policy") issued by Atlas Indemnity Insurance Co. ("Atlas Indemnity") in connection with the Stock Purchase Agreement dated June 10, 2024 (the "SPA") by and among Penterra Pharmaceuticals Corp. ("Penterra" or the "Buyer"), Veridian Biosciences, Inc. ("Veridian" or the "Company"), the stockholders of Veridian identified therein (collectively, the "Sellers"), and David Ng, in his capacity as Stockholder Representative (collectively, the "Transaction"). The SPA governs the acquisition by Penterra of one hundred percent (100%) of the outstanding capital stock of Veridian for aggregate cash consideration of nine hundred million dollars ($900,000,000).
The Policy was bound on June 12, 2024, two (2) business days following the execution and delivery of the SPA. Binding occurred upon completion of the underwriting review process and satisfaction of all conditions precedent to issuance of the binder by Atlas Indemnity. The formal policy document is expected to be issued within thirty (30) days of the binding date.
The Policy was procured through Prescott Whitfield Insurance Brokers, Inc. ("Prescott Whitfield"), with Amanda Chen-Kowalski, Managing Director, serving as lead broker for the placement. Prescott Whitfield conducted a competitive marketing process among several leading R&W insurance carriers before recommending Atlas Indemnity based on a combination of pricing, coverage breadth, underwriting flexibility, and claims-paying reputation. Atlas Indemnity was selected as the preferred carrier following evaluation of competing indications received during the marketing phase.
Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") served as Buyer's counsel throughout the Transaction, including coordination of the R&W insurance placement alongside the broader due diligence process. In particular, Calderwood & Harkness prepared and organized the due diligence materials submitted to Atlas Indemnity's underwriting team, participated in the underwriting call and diligence presentation, reviewed and negotiated the terms of the binder and the underlying policy form, and coordinated with Prescott Whitfield to ensure that the Policy's coverage was appropriately tailored to the risk profile of the Transaction and aligned with the indemnification provisions of the SPA. Oliver Mackenzie, Partner, served as the responsible attorney for the R&W insurance placement, with Megan Chu, Associate, providing day-to-day coordination.
This summary is prepared for informational and internal reference purposes only. It does not constitute legal advice to any party other than Penterra and does not supersede, modify, or amend the terms of the Policy itself. In the event of any conflict or inconsistency between this summary and the actual Policy, the terms of the Policy shall govern and control in all respects. Penterra's deal team, including the General Counsel's office and the Corporate Development team, should review the formal policy document upon its issuance and confirm that its terms are consistent with the binder and the summary set forth herein.
2. TRANSACTION OVERVIEW
The following summarizes the material terms of the Transaction for purposes of contextualizing the R&W Policy placement:
Transaction. The Transaction involves the acquisition by Penterra Pharmaceuticals Corp. of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc., a privately held clinical-stage biotechnology company, pursuant to the terms and conditions of the SPA.
Purchase Price. The aggregate purchase price payable by Penterra to the Sellers is nine hundred million dollars ($900,000,000) in cash, subject to no post-closing working capital adjustment, no earn-out, and no other contingent consideration components. The purchase price is payable in full at the Closing in immediately available funds by wire transfer to accounts designated by the Stockholder Representative.
Structure. The Transaction is structured as a stock purchase. All consideration is cash. The parties have not made, and do not intend to make, an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the acquisition. The absence of a Section 338(h)(10) election means that Penterra will acquire Veridian's assets at historical tax basis rather than a stepped-up basis, which has implications for the treatment of Veridian's pre-existing net operating loss carryforwards as discussed in Section 6.2 below.
SPA Execution Date. June 10, 2024.
Target Description. Veridian Biosciences, Inc. is a Delaware corporation and a privately held clinical-stage biotechnology company focused on the development of immuno-oncology therapeutics. Veridian is headquartered at 550 Gateway Drive, Cambridge, Massachusetts 02142, and maintains its principal research and development facilities at that location. As of the signing of the SPA, Veridian employed approximately one hundred forty-eight (148) full-time employees, consisting primarily of research scientists, clinical development professionals, regulatory affairs specialists, and general and administrative personnel. As a clinical-stage company, Veridian reported zero dollars ($0) of product revenue for the fiscal year ended December 31, 2023 ("FY2023"). Revenue to date has been limited to collaboration and grant income.
Veridian's lead product candidate is VRD-4187, a bispecific T-cell engager (BiTE) targeting delta-like ligand 3 (DLL3), currently in a Phase II clinical trial known as the Marlowe Asset Management-2 trial (ClinicalTrials.gov Identifier: NCT05837291). VRD-4187 is being developed for the treatment of extensive-stage small cell lung cancer (ES-SCLC) and represents the primary driver of the Transaction's strategic rationale and valuation. Veridian's proprietary VeriTCE bispecific antibody engineering platform underpins the development of VRD-4187 and several earlier-stage pipeline candidates. Veridian holds a portfolio of issued and pending patents related to the VeriTCE platform and VRD-4187 compositions of matter, methods of use, and manufacturing processes. The intellectual property portfolio was the subject of detailed due diligence by Calderwood & Harkness, as discussed in Section 7.2 below.
Buyer Description. Penterra Pharmaceuticals Corp. is a Delaware corporation and a publicly traded pharmaceutical company listed on the Nasdaq Global Select Market under the ticker symbol "PPCA." Penterra is headquartered at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540. As of the date of the SPA, Penterra had an approximate market capitalization of fourteen billion two hundred million dollars ($14,200,000,000) and reported FY2023 revenues of approximately four billion eight hundred seventy million dollars ($4,870,000,000). Penterra's existing product portfolio spans oncology, immunology, and rare disease therapeutic areas, and the acquisition of Veridian is intended to strengthen Penterra's immuno-oncology pipeline.
Sellers. The Sellers consist of the stockholders of Veridian, including the following principal holders:
Stockholder Representative. David Ng, Managing Partner of Crestline Ventures, LP, has been appointed as Stockholder Representative pursuant to SPA Article X. In that capacity, Mr. Ng is authorized to act on behalf of the Sellers with respect to post-closing indemnification claims, escrow releases, and other matters under the SPA.
Buyer's Counsel. Calderwood & Harkness LLP. Oliver Mackenzie, Partner, serves as the responsible partner for the Transaction and the R&W insurance placement.
Sellers' Counsel. Zalcourt Archer & Cole LLP. Rebecca Whitmore serves as Lead Partner representing the Sellers and the Stockholder Representative.
Buyer's Financial Advisor. Garrison Zanthor & Co., LLC. Kevin Driscoll, Managing Director, leads the financial advisory engagement for Penterra.
3. PARTIES TO THE POLICY
3.1 Insurer.  Full Legal Name: Atlas Indemnity Insurance Co.
Address: 300 First Stamford Place, Stamford, Connecticut 06902
Underwriter: Graham Fielding, Senior Vice President, Transactional Risk Group
Role: Atlas Indemnity is the issuer and sole underwriter of the R&W Policy. Atlas Indemnity is a Connecticut-domiciled surplus lines insurer and is a recognized market-leading provider of representation and warranty insurance for mergers and acquisitions transactions in the United States. Atlas Indemnity maintains an A.M. Best rating of "A" (Excellent), Financial Size Category XII, and is authorized to write surplus lines business in the State of New Jersey (Penterra's domicile) and the State of Delaware (the governing law jurisdiction of the SPA and the Policy).
3.2 Named Insured
Full Legal Name: Penterra Pharmaceuticals Corp.
Employer Identification Number (EIN): 22-3847561
Address: 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540
State of Incorporation: Delaware
Delaware Registered Agent: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901
The Named Insured under the Policy is Penterra Pharmaceuticals Corp. and its successors and permitted assigns, including any post-closing entity that directly or indirectly acquires the Company or substantially all of the Company's assets, whether by merger, reorganization, or otherwise. The definition of Named Insured is intended to ensure continuity of coverage in the event of any post-closing corporate restructuring of Penterra or integration of Veridian into Penterra's existing organizational structure.
3.3 Insurance Broker
Full Legal Name: Prescott Whitfield Insurance Brokers, Inc.
Address: 175 Water Street, 22nd Floor, New York, New York 10038
Lead Broker: Amanda Chen-Kowalski, Managing Director, Transactional Risk Practice
Prescott Whitfield acted as the exclusive broker for the R&W insurance placement in connection with the Transaction. Prescott Whitfield was engaged by Penterra pursuant to a broker engagement letter dated April 15, 2024, and was responsible for marketing the risk to potential carriers, coordinating the underwriting process with Atlas Indemnity's underwriting team and Calderwood & Harkness, negotiating policy terms on behalf of Penterra, and facilitating the binding of the Policy. Prescott Whitfield's commission is embedded within the quoted premium rate and is not payable separately by Penterra outside of the premium payment.
4. POLICY TERMS — SUMMARY
4.1 Policy Number
AIC-RWI-2024-07892
4.2 Policy Type
The Policy is a buyer-side representation and warranty insurance policy. As such, it is issued to and for the benefit of the Buyer (Penterra) as Named Insured, and it insures the Named Insured against Losses arising from breaches of the Sellers' representations and warranties contained in Article IV of the SPA. The Policy is not a seller-side policy and does not provide coverage to or for the benefit of the Sellers. The distinction is significant: under a buyer-side R&W policy, the Buyer submits claims directly to the insurer, without the need to first pursue the Sellers (subject to the interplay with the SIR and the Sellers' indemnification obligations as described below). A buyer-side policy also has the commercial advantage of reducing friction in the post-closing relationship between the Buyer and the Sellers and providing a cleaner exit for the Seller stockholders.
4.3 Effective Date / Binding Date
The Policy was bound on June 12, 2024. Binding was confirmed by Graham Fielding, Senior Vice President, Atlas Indemnity Insurance Co., via binder letter delivered to Prescott Whitfield and forwarded to Calderwood & Harkness and Penterra on the same date.
The Policy inception date is the Closing Date of the Transaction. That is, the Policy becomes effective, and coverage commences, only upon the occurrence of the Closing as defined in the SPA. The Policy is conditional on the Closing occurring. If the Closing does not occur for any reason—including termination of the SPA by either party, failure of a condition to closing, regulatory prohibition, or otherwise—the Policy will not incept and no coverage will be triggered or available thereunder. Notwithstanding the foregoing, the premium remains non-refundable regardless of whether the Closing occurs (see Section 4.7 below).
4.4 Policy Period
The Policy period commences on the Closing Date and extends for the following durations, depending on the classification of the representations and warranties at issue:
General Representations. The Policy period for breaches of the Sellers' general representations and warranties (i.e., those representations not designated as Fundamental Representations or Tax Representations under the SPA) extends for a period of eighteen (18) months following the Closing Date. This period is coextensive with the survival period for general representations and warranties under Section 9.1(a) of the SPA. Any claim based on a breach of a general representation or warranty must be reported to Atlas Indemnity in writing prior to the expiration of this eighteen-month period in order to be eligible for coverage.
Fundamental Representations. The Policy period for breaches of the Sellers' Fundamental Representations (as defined in Section 5.2 below) extends for the full applicable statute of limitations plus sixty (60) days. This period is coextensive with the survival period for Fundamental Representations under Section 9.1(b) of the SPA. In practice, the applicable statute of limitations for certain Fundamental Representations (e.g., organization, authority, capitalization) is typically six (6) years under Delaware law, resulting in an effective Policy period of approximately six (6) years and sixty (60) days for such representations.
Tax Representations. The Policy period for breaches of the Sellers' tax representations and warranties extends for the full applicable statute of limitations plus sixty (60) days. This period is coextensive with the survival period for tax representations under Section 9.1(c) of the SPA. The applicable statute of limitations for federal income tax purposes is generally three (3) years from the date of filing of the relevant return, subject to extension in the case of substantial understatement of income (six (6) years) or fraud (unlimited). The Policy period for tax representations is therefore variable depending on the nature of the underlying tax matter giving rise to a claim.
All claims must be reported during the applicable Policy period. Late-reported claims—i.e., claims first reported after the expiration of the applicable Policy period—are not covered. Calderwood & Harkness recommends that Penterra establish a claims tracking and monitoring protocol to ensure timely identification and reporting of potential claims during the applicable Policy periods.
4.5 Policy Limit (Aggregate Limit of Liability)
The aggregate limit of liability under the Policy is one hundred eighty million dollars ($180,000,000). This amount was calculated as twenty percent (20%) of the nine hundred million dollar ($900,000,000) purchase price, which is consistent with prevailing market practice for buyer-side R&W policies in private-target M&A transactions of this size and in the life sciences sector.
The Policy limit matches the general indemnification cap applicable to the Sellers' indemnification obligations under Section 9.2(a) of the SPA, which provides that the Sellers' aggregate liability for breaches of general representations and warranties shall not exceed one hundred eighty million dollars ($180,000,000). This alignment is intentional and ensures that the Policy provides Penterra with a dollar-for-dollar backstop for the full amount of the Sellers' capped indemnification obligations.
The Policy limit is an aggregate limit—meaning that one hundred eighty million dollars ($180,000,000) represents the maximum cumulative amount payable under the Policy for all covered Losses, across all claims, throughout the entire Policy period. The Policy limit includes defense costs, meaning that amounts paid by Atlas Indemnity in connection with the defense, investigation, or settlement of covered claims erode the aggregate Policy limit. There is no per-claim sublimit under the Policy.
4.6 Self-Insured Retention (SIR) / Retention
The self-insured retention ("SIR" or "Retention") under the Policy is nine million dollars ($9,000,000). This amount was calculated as one percent (1%) of the nine hundred million dollar ($900,000,000) purchase price, which is consistent with market practice for R&W policies on transactions of this size.
The SIR matches the indemnification basket (specifically, a "tipping basket") under Section 9.2(b) of the SPA, which provides that the Sellers shall not be liable for indemnification of Losses until the aggregate amount of such Losses exceeds nine million dollars ($9,000,000), at which point the Sellers become liable for the full amount of Losses from the first dollar (i.e., the basket "tips" and is not treated as a true deductible). The alignment between the SIR and the SPA basket is designed to eliminate any gap or overlap in coverage between the Sellers' contractual indemnification obligations and the Policy.
The SIR represents the amount of Loss that the Named Insured must bear before the Policy responds. The SIR may be satisfied by any combination of the following:
(a) Indemnification payments actually received by the Named Insured from the Sellers under Article IX of the SPA;
(b) Amounts recovered by the Named Insured from the indemnification escrow deposited at Closing with Fidelis National Escrow Corp. (Brian Mulcahy, SVP); or
(c) Amounts borne directly by the Named Insured (i.e., unrecovered Losses).
Once the SIR is fully eroded through any combination of the foregoing, the Policy responds on a first-dollar basis for covered Losses up to the aggregate Policy limit. There is no additional deductible, co-insurance, or co-payment obligation above the SIR.
It bears emphasis that because the SPA employs a tipping basket structure, once Losses exceed the nine million dollar ($9,000,000) threshold, the Sellers are liable from the first dollar of Loss—not merely for the excess over the basket. This means that, in a claim scenario where Losses exceed the SIR, the Named Insured should expect to recover the full SIR amount from the Sellers (or the indemnification escrow), with the Policy then responding for covered Losses in excess of the SIR up to the Policy limit. The practical effect is that the SIR functions as a coordination mechanism between the Sellers' contractual indemnification obligations and the Policy, rather than as an out-of-pocket cost to Penterra.
4.7 Premium.  The premium for the Policy is three million nine hundred sixty thousand dollars ($3,960,000). The premium was calculated at a rate of two and two-tenths percent (2.2%) of the one hundred eighty million dollar ($180,000,000) Policy limit ($180,000,000 × 2.2% = $3,960,000). This rate is within the range of market rates for buyer-side R&W policies in the current environment, reflecting, among other factors, the clinical-stage nature of the target, the life sciences sector, the absence of product revenue, the complexity of the intellectual property portfolio, and the regulatory profile of VRD-4187.
The premium is fully earned upon binding. The premium is non-refundable regardless of whether the Closing occurs. If the Transaction is terminated prior to Closing for any reason, the premium constitutes a sunk cost to Penterra and will not be returned by Atlas Indemnity. This is standard market practice for R&W insurance placements and reflects the underwriting resources expended by Atlas Indemnity in connection with the diligence review and risk assessment.
Applicable state surplus lines taxes and fees are additional to the premium and will be invoiced separately by Prescott Whitfield. The specific amounts of surplus lines taxes and fees will depend on the state of filing and the applicable surplus lines tax rate. Penterra should anticipate surplus lines taxes in the range of approximately three percent (3%) to five percent (5%) of the premium, or approximately $118,800 to $198,000, depending on the applicable jurisdiction.
Payment of the premium is due within thirty (30) days of the binding date—i.e., by July 12, 2024. Payment should be remitted to Atlas Indemnity via wire transfer in accordance with the payment instructions set forth in the binder letter attached hereto as Appendix A. Late payment may result in cancellation of the binder, and Penterra should ensure timely remittance.
4.8 Underwriting Fee
The underwriting fee payable to Atlas Indemnity is seventy-five thousand dollars ($75,000). This fee compensates Atlas Indemnity for the time and resources expended in reviewing the Transaction's due diligence materials, conducting its own underwriting assessment, and preparing the binder and policy form. The underwriting fee is non-refundable and would have been payable regardless of whether the Policy was ultimately bound, although in this instance the Policy was in fact bound.
The underwriting fee was invoiced by Atlas Indemnity directly and is separate from the premium. Penterra should process payment of the underwriting fee in accordance with the invoicing instructions provided by Atlas Indemnity.
4.9 Broker Commission
The broker commission payable to Prescott Whitfield Insurance Brokers, Inc. is governed by the terms of the separate broker engagement letter between Penterra and Prescott Whitfield dated April 15, 2024. The commission is embedded within and included in the quoted premium rate of 2.2%. Accordingly, no separate commission payment is required from Penterra outside of the premium payment. The commission is payable by Atlas Indemnity to Prescott Whitfield out of the premium proceeds upon receipt.
5. SCOPE OF COVERAGE
5.1 Covered Representations and Warranties
The Policy covers Losses arising from breaches of the representations and warranties made by the Sellers in Article IV of the SPA. The scope of coverage is comprehensive and extends to all representations and warranties set forth in the SPA, including but not limited to the following:
(a) Organization and Authority (SPA § 4.1) — Representations regarding the due organization, valid existence, and good standing of Veridian, and the authority of the Sellers to enter into and consummate the Transaction.
(b) Capitalization (SPA § 4.2) — Representations regarding the authorized, issued, and outstanding capital stock of Veridian, including the absence of any undisclosed equity interests, options, warrants, or convertible securities (other than as set forth in the Disclosure Schedules with respect to the management/ESOP pool).
(c) Financial Statements (SPA § 4.3) — Representations that the audited financial statements of Veridian for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and fairly present in all material respects the financial condition and results of operations of Veridian as of the dates and for the periods indicated. The audited financial statements were prepared by Northbridge Accounting Group LLP, with Patrick Calloway serving as Engagement Partner.
(d) Absence of Undisclosed Liabilities (SPA § 4.4) — Representations that Veridian has no liabilities of any nature other than those (i) reflected or reserved against in the audited balance sheet as of December 31, 2023 (the "Balance Sheet Date"), (ii) incurred in the ordinary course of business since the Balance Sheet Date, or (iii) disclosed in the Disclosure Schedules.
(e) No Material Adverse Effect (SPA § 4.5) — Representations that since the Balance Sheet Date, there has been no event, circumstance, development, or condition that has had or would reasonably be expected to have a Material Adverse Effect on Veridian.
(f) intellectual Property (SPA § 4.6) — Representations regarding Veridian's ownership of or valid license to use all intellectual property material to its business, including the VeriTCE bispecific antibody engineering platform patents, VRD-4187 compositions of matter patents, methods of use patents, and manufacturing process patents. Representations further address the absence of infringement of third-party intellectual property, the absence of pending or threatened challenges to Veridian's intellectual property, and the sufficiency of trade secret protections.
(g) Material Contracts (SPA § 4.7) — Representations regarding the validity and enforceability of Veridian's material contracts, the absence of defaults thereunder, and the completeness of the list of material contracts set forth in the Disclosure Schedules.
(h) Tax Matters (SPA § 4.8) — Representations regarding Veridian's compliance with all applicable tax laws, the timely filing of all required tax returns, the payment of all taxes due, the absence of pending or threatened tax audits or proceedings, and the status and amount of Veridian's net operating loss carryforwards ("NOLs"), including the approximately one hundred forty-eight million dollars ($148,000,000) in pre-change NOLs subject to Section 382 limitations.
(i) Regulatory Compliance and FDA Matters (SPA § 4.9) — Representations regarding Veridian's compliance with all applicable laws, rules, and regulations, including but not limited to the Federal Food, Drug, and Cosmetic Act, and the regulations of the U.S. Food and Drug Administration ("FDA"). These representations encompass the status and good standing of Investigational New Drug Application No. 154832 ("IND 154832") for VRD-4187, the absence of pending or threatened FDA enforcement actions, and compliance with applicable Good Manufacturing Practice ("GMP"), Good Clinical Practice ("GCP"), and Good Laboratory Practice ("GLP") requirements.
(j) Clinical Trials and Data Integrity (SPA § 4.10) — Representations regarding the design, conduct, and reporting of Veridian's clinical trials, including the Marlowe Asset Management-2 trial, the integrity of clinical trial data, compliance with applicable protocols and regulatory requirements, and the absence of clinical holds or other restrictions imposed by the FDA or any other regulatory authority.
(k) Employment and Benefits (SPA § 4.11) — Representations regarding Veridian's compliance with applicable employment and labor laws, the terms of employee benefit plans, the absence of unfunded benefit obligations (other than as set forth in the Disclosure Schedules), and the status of employment agreements with key employees.
(l) Environmental Matters (SPA § 4.12) — Representations regarding Veridian's compliance with applicable environmental laws and regulations, the absence of contamination or release of hazardous substances at or from Veridian's facilities, and the absence of pending or threatened environmental claims or proceedings.
(m) Insurance (SPA § 4.13) — Representations regarding the existence and adequacy of Veridian's insurance coverage.
(n) Litigation and Contingent Liabilities (SPA § 4.14) — Representations regarding the absence of pending or threatened litigation, arbitration, governmental investigations, or other proceedings against or affecting Veridian, and the absence of outstanding judgments, orders, or decrees.
(o) Brokers' Fees (SPA § 4.15) — Representations that no broker, finder, or investment banker (other than Ridgeway Partners LLC, the Sellers' financial advisor) is entitled to any fee or commission in connection with the Transaction.
The Policy incorporates the SPA representations and warranties as scheduled, meaning that the specific language, qualifications, and materiality thresholds contained in the SPA govern the scope of the insured representations. The Policy is further subject to the Disclosure Schedules delivered by the Sellers at or prior to the execution of the SPA. Matters properly disclosed in the Disclosure Schedules that qualify the applicable representations do not constitute breaches for purposes of the Policy, and Losses arising from such disclosed matters are excluded from coverage (see Section 6.1(d) below).
5.2 Fundamental Representations
Certain representations and warranties are designated as "Fundamental Representations" under the SPA and receive enhanced treatment both under the SPA's indemnification provisions and under the Policy. Specifically, breaches of Fundamental Representations:
(i) Survive for the full applicable statute of limitations plus sixty (60) days under SPA § 9.1(b), rather than the eighteen-month general survival period;
(ii) Are subject to a separate and higher indemnification cap of one hundred percent (100%) of the Purchase Price—i.e., nine hundred million dollars ($900,000,000)—under SPA § 9.2(c), rather than the general indemnification cap of one hundred eighty million dollars ($180,000,000); and
(iii) Receive extended coverage under the Policy for the full applicable statute of limitations plus sixty (60) days, consistent with the SPA survival period.
The Fundamental Representations under the SPA consist of the representations regarding organization and authority (SPA § 4.1), capitalization (SPA § 4.2), tax matters (SPA § 4.8), and brokers' fees (SPA § 4.15). It should be noted, however, that the Policy limit of one hundred eighty million dollars ($180,000,000) applies to all covered Losses, including Losses arising from breaches of Fundamental Representations. The Policy does not provide coverage up to the nine hundred million dollar ($900,000,000) Fundamental Representations indemnification cap under the SPA. Accordingly, for breaches of Fundamental Representations resulting in Losses in excess of one hundred eighty million dollars ($180,000,000), Penterra would need to seek recovery directly from the Sellers.
5.3 Definition of Loss
"Loss" under the Policy includes the following categories of damages and expenses that the Named Insured incurs or becomes obligated to pay as a result of a breach of a Seller representation or warranty covered under the Policy:
(a) Compensatory damages, including direct damages and diminution in value;
(b) Reasonable defense costs, including attorneys' fees, expert witness fees, and costs of investigation incurred in connection with the investigation, defense, or settlement of a covered claim;
(c) Settlement amounts paid in resolution of a covered claim, subject to Atlas Indemnity's consent rights as described in Section 8.2 below; and
(d) Other amounts that the Named Insured would be entitled to recover as indemnification for a breach of a representation or warranty under Article IX of the SPA.
Loss does not include consequential, punitive, speculative, or exemplary damages, except to the extent that such damages are awarded to a third party in a Third-Party Claim (as defined in the Policy) and the Named Insured becomes legally obligated to pay such damages. This carve-out for third-party awards is standard and reflects the recognition that in third-party litigation, a court or tribunal may impose punitive or consequential damages against the Named Insured that are directly attributable to a breach of a Seller representation or warranty.
5.4 No-Claims Bonus / Retroactive Coverage
No claims have been made or are pending under the Policy prior to its inception (i.e., prior to the Closing Date). The Policy provides retroactive coverage for breaches of the Sellers' representations and warranties that existed as of the date of the SPA (June 10, 2024), even if such breaches are not discovered until after the Closing Date. This retroactive coverage is subject to the known-breach exclusion described in Section 6.1(e) below—that is, breaches that were actually known to the Named Insured's Knowledge Group at or prior to the binding date of June 12, 2024, are excluded from coverage. Provided that the Named Insured did not have actual knowledge of a breach at the time of binding, the Policy covers pre-existing breaches that are subsequently discovered during the Policy period.
6. EXCLUSIONS
6.1 Standard Exclusions
The Policy contains certain standard exclusions that are customary in buyer-side representation and warranty insurance policies. The Policy does not cover Losses arising from or related to the following:
(a) Purchase Price Adjustments, Working Capital Adjustments, and Earn-Out Disputes. The Policy does not cover any Loss arising from or related to purchase price adjustments, working capital adjustments, or earn-out disputes. It is noted that this exclusion has limited practical significance in the context of this Transaction, as the SPA provides for a fixed purchase price of nine hundred million dollars ($900,000,000) with no working capital adjustment mechanism, no earn-out, and no other contingent consideration component. There is therefore no purchase price or working capital adjustment dispute risk to which this exclusion would apply.
(b) Forward-Looking Statements, Projections, Forecasts, and Estimates. The Policy does not cover any Loss arising from or related to forward-looking statements, projections, forecasts, estimates, budgets, or business plans, including any financial projections, revenue forecasts, probability-of-success analyses, or market sizing estimates provided by Veridian, Ridgeway Partners LLC (the Sellers' financial advisor), or any other person during the sale process or the due diligence process. This exclusion is standard and reflects the principle that R&W insurance covers representations of fact, not predictions about future events.
(c) Covenants, Agreements, and Obligations. The Policy does not cover any Loss arising from the breach of any covenant, agreement, or obligation of the Sellers (as distinguished from the Sellers' representations and warranties). The distinction between representations/warranties and covenants is critical: the Policy insures the accuracy of factual statements at a point in time, not the performance of contractual obligations. Losses arising from a Seller's failure to comply with pre-closing covenants (e.g., the ordinary course covenant in SPA § 5.1) or post-closing obligations (e.g., non-competition or non-solicitation covenants) are not covered.
(d) Matters Disclosed in the Disclosure Schedules. The Policy does not cover any Loss arising from any matter disclosed in the Disclosure Schedules delivered by the Sellers in connection with the SPA, to the extent that such disclosure is sufficient under the terms of the SPA to qualify the applicable representation or warranty. This exclusion reflects the fundamental principle that R&W insurance covers unknown breaches—not matters that were specifically identified and disclosed by the Sellers and accepted by the Buyer as qualifications to the representations.
(e) Known Breaches. The Policy does not cover any Loss arising from any breach of a Seller representation or warranty that was actually known to any member of the Named Insured's "Knowledge Group" at or prior to the binding date of June 12, 2024. The Knowledge Group is defined in Section 7.1 below and consists of the following six individuals: Dr. Anand Rajagopal (CEO, Penterra), Catherine M. Burgess (CFO, Penterra), Thomas F. Holbrook (General Counsel, Penterra), Natalie Reiner (SVP, Corporate Development, Penterra), Oliver Mackenzie (Partner, Calderwood & Harkness LLP), and Megan Chu (Associate, Calderwood & Harkness LLP). The known-breach exclusion is limited to "actual knowledge"—it does not encompass constructive knowledge, imputed knowledge, or knowledge that the Knowledge Group "should have" possessed based on the due diligence conducted.
(f) Consequential, Punitive, and Exemplary Damages. As described in Section 5.3 above, the Policy does not cover consequential, punitive, speculative, or exemplary damages, except to the extent that such damages are awarded to a third party in a Third-Party Claim and the Named Insured becomes legally obligated to pay such damages.
(g) Criminal or Intentional Fraud by the Named Insured. The Policy does not cover any Loss arising from or related to criminal conduct or intentional fraud committed by the Named Insured or any member of the Knowledge Group. This exclusion is standard and is not expected to have practical relevance.
(h) Asbestos, PFAS, and Nuclear Hazard Liabilities. The Policy does not cover any Loss arising from or related to asbestos or asbestos-containing materials, per- and polyfluoroalkyl substances ("PFAS"), or nuclear hazards. These are standard environmental/toxic tort exclusions in R&W insurance policies.
(i) Pension and Multiemployer Plan Withdrawal Liability. The Policy does not cover any Loss arising from or related to any liability under Title IV of the Employee Retirement Income Security Act of 1974 ("ERISA") in connection with any pension plan or multiemployer plan, including any withdrawal liability under Section 4201 of ERISA.
(j) Transfer Taxes. The Policy does not cover any Loss arising from transfer taxes payable in connection with the Transaction. Transfer taxes are the responsibility of the Sellers pursuant to SPA § 6.8.
(k) Defined Benefit Pension Plan Underfunding. The Policy does not cover any Loss arising from the underfunding of any defined benefit pension plan. It is noted that Veridian does not maintain or contribute to any defined benefit pension plan, and this exclusion is therefore not applicable to the Transaction.
6.2 Specific Exclusions Identified During Underwriting
In addition to the standard exclusions described above, the following specific exclusions were identified and negotiated during the underwriting process based on the due diligence conducted in connection with the Transaction:
(a) Section 382 Limitation on Pre-Change Net Operating Losses. The Policy specifically excludes any Loss arising from or related to the application of Section 382 of the Code to Veridian's pre-change net operating loss carryforwards. As identified during the tax due diligence conducted by Leonard Cross, Tax Partner at Calderwood & Harkness (tax due diligence memorandum dated May 28, 2024), Veridian has accumulated approximately one hundred forty-eight million dollars ($148,000,000) in pre-change NOLs that are subject to an annual Section 382 limitation of approximately five million nine hundred thousand dollars ($5,900,000) per year resulting from prior ownership changes. The existence and amount of this Section 382 limitation, and its impact on the usability of Veridian's NOLs, were identified during due diligence, disclosed in the Disclosure Schedules, and factored into Penterra's valuation of the Transaction. Accordingly, Atlas Indemnity excluded this matter from coverage as a known tax matter. This exclusion is not expected to create a material gap in coverage because the Section 382 limitation was known to and accepted by Penterra at the time of signing and was reflected in the purchase price.
(b) Pre-Existing Environmental Liabilities at Cambridge Facility. The Policy specifically excludes any Loss arising from or related to any pre-existing environmental liabilities at Veridian's headquarters and research facility located at 550 Gateway Drive, Cambridge, Massachusetts 02142, to the extent that such liabilities were disclosed in the Disclosure Schedules. The Environmental Disclosure Schedule (Schedule 4.12) identifies certain historical environmental conditions at the Cambridge facility, including prior use of certain regulated substances in laboratory operations and the results of a Phase I environmental site assessment conducted in connection with the Transaction. Matters specifically disclosed in Schedule 4.12 are excluded from coverage.
(c) State Tax Nexus Matters. The Policy specifically excludes any Loss arising from or related to Veridian's state tax nexus in Massachusetts, California, and Maryland, to the extent disclosed in the Disclosure Schedules. The Tax Disclosure Schedule (Schedule 4.8) identifies certain state tax nexus positions taken by Veridian in those jurisdictions. To the extent that Veridian's state tax filings and nexus positions were disclosed, Losses arising from those specific matters are excluded from coverage. Undisclosed state tax nexus matters in jurisdictions not identified in the Disclosure Schedules remain within the scope of coverage.
7. KNOWLEDGE AND DILIGENCE
7.1 Named Insured's Knowledge Group
The Policy defines the "Knowledge Group" for purposes of the known-breach exclusion (Section 6.1(e) above) as the following six individuals:
The Knowledge Group was carefully negotiated between Calderwood & Harkness (on behalf of Penterra) and Atlas Indemnity's underwriting team during the underwriting process. The Knowledge Group is intentionally limited to the core deal-team principals at Penterra and the lead attorneys at Calderwood & Harkness who had direct, hands-on involvement in the due diligence and Transaction negotiation process. The Knowledge Group does not include lower-level Penterra employees, non-deal Penterra officers or directors, or any other Calderwood & Harkness attorneys or advisors who may have had peripheral involvement in the Transaction. This narrow definition of the Knowledge Group is favorable to Penterra and reflects a negotiated outcome with Atlas Indemnity.
The knowledge standard is "actual knowledge"—meaning that a breach is excluded from coverage only if one or more members of the Knowledge Group actually knew of the breach as of the binding date of June 12, 2024. Constructive knowledge, imputed knowledge, "should have known" knowledge, and knowledge inferred from the due diligence materials reviewed by the Knowledge Group are not sufficient to trigger the known-breach exclusion. As of the binding date, no member of the Knowledge Group had actual knowledge of any breach of the Sellers' representations and warranties.
7.2 Due Diligence Reliance
Atlas Indemnity relied upon the due diligence conducted by Penterra's professional advisors in underwriting the Policy. The underwriting process involved Atlas Indemnity's review of the due diligence materials produced by Penterra's advisors, followed by an underwriting call and diligence presentation. The following is a summary of the principal due diligence workstreams and materials upon which Atlas Indemnity relied:
Legal Due Diligence (Calderwood & Harkness LLP). Calderwood & Harkness conducted comprehensive legal due diligence across the following substantive areas: corporate organization and governance, intellectual property (including the VeriTCE platform patents and VRD-4187 patent portfolio), material contracts, regulatory and FDA compliance (including IND 154832 and the Marlowe Asset Management-2 clinical trial), employment and benefits, environmental matters, litigation and contingent liabilities, and insurance. Calderwood & Harkness prepared a series of due diligence memoranda covering each of these subject areas, dated between May 10, 2024, and May 22, 2024, which were submitted to Atlas Indemnity's underwriting team.
Tax Due Diligence (Calderwood & Harkness LLP — Leonard Cross, Tax Partner). Leonard Cross, Tax Partner at Calderwood & Harkness, prepared a comprehensive tax due diligence memorandum dated May 28, 2024, covering Veridian's federal and state income tax compliance, the status and usability of Veridian's net operating loss carryforwards (including the Section 382 limitation analysis), state tax nexus positions, transfer pricing matters, and other tax-related risks. This memorandum was a key underwriting input and formed the basis for the specific tax-related exclusions described in Section 6.2 above.
Clinical and Scientific Due Diligence (Broadleaf Scientific Consulting LLC). Broadleaf Scientific Consulting LLC ("Broadleaf"), led by Dr. Raymond Kapoor, was engaged by Penterra on March 18, 2024, to conduct independent clinical and scientific due diligence on Veridian's pipeline, with particular emphasis on VRD-4187 and the Marlowe Asset Management-2 Phase II trial. Broadleaf's analysis encompassed an assessment of the clinical trial design, interim data readouts, the competitive landscape for DLL3-targeting agents, manufacturing feasibility, and the regulatory pathway to potential approval. Broadleaf's findings were presented to Atlas Indemnity during the underwriting call.
Financial Due Diligence and Valuation (Garrison Zanthor & Co., LLC). Kevin Driscoll, Managing Director at Garrison Zanthor & Co., LLC, led the financial due diligence and valuation workstream for the Transaction. Garrison Zanthor reviewed Veridian's historical financial performance, operating cost structure, cash burn rate, capital requirements, and comparable transaction metrics, and provided a fairness opinion to Penterra's board of directors. The financial due diligence materials were made available to Atlas Indemnity.
Audited Financial Statements (Northbridge Accounting Group LLP). Atlas Indemnity reviewed the audited financial statements of Veridian for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, prepared by Northbridge Accounting Group LLP, with Patrick Calloway serving as Engagement Partner. The audited financial statements carried unqualified audit opinions and were prepared in accordance with GAAP.
Diligence Summary Memorandum. Calderwood & Harkness prepared a comprehensive Diligence Summary Memorandum to the Penterra board of directors dated June 3, 2024, synthesizing the findings of all due diligence workstreams and identifying key risks and mitigants. This memorandum was submitted to Atlas Indemnity as part of the underwriting package.
Underwriting Call / Diligence Presentation. On or about June 5–6, 2024, Calderwood & Harkness and Broadleaf Scientific Consulting LLC conducted a diligence call and presentation with Atlas Indemnity's underwriting team, led by Graham Fielding, Senior Vice President. The presentation covered the Transaction structure, key due diligence findings across all workstreams, identified risks and mitigants, the Disclosure Schedules, and the interplay between the SPA indemnification provisions and the requested Policy terms. The underwriting call provided Atlas Indemnity with the opportunity to ask questions and request supplemental information, which was provided by Calderwood & Harkness in the days following the call.
8. CLAIMS PROCEDURES
8.1 Notice of Claim
In the event that the Named Insured becomes aware of any claim, potential claim, or circumstance that may give rise to a claim under the Policy, the Named Insured must provide written notice to Atlas Indemnity as promptly as practicable, and in any event within the applicable Policy period. Failure to provide timely notice within the applicable Policy period will result in the claim being excluded from coverage.
Written notice of a claim must include a description of the facts and circumstances giving rise to the claim, the specific representations and warranties alleged to have been breached, the estimated amount of the Loss (to the extent then determinable), and copies of any relevant documents or communications. Notice must be sent to:
Graham Fielding, Senior Vice President Atlas Indemnity Insurance Co. 300 First Stamford Place Stamford, Connecticut 06902
With a simultaneous copy to the broker:
Amanda Chen-Kowalski, Managing Director Prescott Whitfield Insurance Brokers, Inc. 175 Water Street, 22nd Floor New York, New York 10038
Calderwood & Harkness recommends that Penterra establish an internal protocol for early identification of potential claims and that all matters that could reasonably give rise to a claim under the Policy be reported promptly, even if the existence or amount of a Loss has not yet been fully determined. Early and conservative reporting is advisable to preserve coverage rights.
8.2 Claim Investigation and Defense
Upon receipt of a notice of claim, Atlas Indemnity shall have the right, but not the obligation, to investigate any claim and to associate in the defense of any Third-Party Claim (i.e., a claim brought against the Named Insured by a third party that is attributable to a breach of a Seller representation or warranty). Atlas Indemnity's right to associate in the defense of a Third-Party Claim means that Atlas Indemnity may participate in the defense, including by selecting or approving defense counsel, attending depositions and hearings, and providing input on defense strategy.
The Named Insured shall cooperate fully with Atlas Indemnity in the investigation and defense of any claim, including by providing access to documents, records, personnel, and other information reasonably requested by Atlas Indemnity. The Named Insured shall not obstruct or impede Atlas Indemnity's investigation.
The Named Insured may not settle any claim in an amount in excess of the Self-Insured Retention ($9,000,000) without the prior written consent of Atlas Indemnity, which consent shall not be unreasonably withheld, conditioned, or delayed. This consent requirement ensures that Atlas Indemnity has the opportunity to evaluate and approve any settlement that would result in a payment obligation under the Policy. Claims settled within the SIR—i.e., for amounts at or below $9,000,000—may be settled by the Named Insured in its discretion without Atlas Indemnity's consent, although the Named Insured should still provide notice to Atlas Indemnity for purposes of SIR erosion tracking.
8.3 Coordination with SPA Indemnification
The Policy is designed to operate in coordination with, and as a complement to, the Sellers' indemnification obligations under Article IX of the SPA. The following principles govern the coordination between the Policy and the SPA indemnification regime:
Excess Coverage / SIR Erosion. The Policy operates as excess coverage over the Sellers' indemnification obligations under the SPA. The Named Insured is expected to pursue indemnification from the Sellers (including from the $180,000,000 indemnification escrow held at Fidelis National Escrow Corp., Brian Mulcahy, SVP) before or concurrently with making a claim under the Policy. Amounts recovered from the Sellers—whether through direct indemnification payments, releases from the indemnification escrow, or otherwise—count toward erosion of the SIR. Once the SIR is fully eroded through a combination of Seller indemnification recoveries and/or unreimbursed Losses borne by the Named Insured, the Policy responds on a first-dollar basis for covered Losses up to the Policy limit.
Recovery from Sellers Not a Condition Precedent. Notwithstanding the foregoing, recovery from the Sellers is not a condition precedent to recovery under the Policy. The Policy is not structured as strictly "excess" insurance in the sense that the Named Insured must fully exhaust all available Seller indemnification before the Policy will respond. Rather, the SIR may be satisfied by any combination of Seller indemnification payments actually received, escrow recoveries, and amounts borne directly by the Named Insured. If the Named Insured is unable to recover from the Sellers (for example, because the Sellers contest the indemnification claim, the escrow is insufficient, or the Sellers are unable to pay), the Named Insured may satisfy the SIR through its own funds and then make a claim under the Policy for covered Losses in excess of the SIR.
Subrogation. Atlas Indemnity shall be subrogated to the Named Insured's rights against the Sellers to the extent of any payment made under the Policy, subject to the waiver of subrogation described in Section 9 below.
8.4 Payment of Claims
Once a covered Loss has been determined to exceed the $9,000,000 Self-Insured Retention, Atlas Indemnity shall pay covered Losses up to the $180,000,000 aggregate Policy limit. Payment shall be made within thirty (30) business days of the final determination of a covered Loss. The "final determination" of a covered Loss occurs upon the earliest of: (i) a mutual agreement between the Named Insured and Atlas Indemnity as to the amount of the covered Loss; (ii) a final, non-appealable judgment of a court of competent jurisdiction; or (iii) a final arbitration award.
Payment shall be made by wire transfer to an account designated by the Named Insured. All payments made by Atlas Indemnity under the Policy shall reduce the remaining available Policy limit on a dollar-for-dollar basis.
9. SUBROGATION
Upon making any payment under the Policy, Atlas Indemnity shall be subrogated to all rights, claims, and causes of action of the Named Insured against the Sellers, the Stockholder Representative, and any third parties with respect to the Loss for which such payment was made. The Named Insured shall cooperate with Atlas Indemnity in the pursuit of any subrogation claim, including by executing any documents and taking any actions reasonably requested by Atlas Indemnity.
Waiver of Subrogation Against Sellers. Notwithstanding the foregoing, Atlas Indemnity has agreed to waive its right of subrogation against the Sellers, the Stockholder Representative (David Ng), and Veridian's officers, directors, and employees, except in the case of actual, intentional fraud committed by any such person. This waiver means that if Atlas Indemnity makes a payment to Penterra under the Policy in respect of a covered Loss, Atlas Indemnity will not pursue the Sellers (or the other waived parties) to recover the amount paid, unless the Loss was caused by the actual, intentional fraud of the Sellers or such other persons.
This waiver of subrogation is consistent with market practice for buyer-side R&W insurance policies and is a critical component of the overall Transaction structure. From the Sellers' perspective, the waiver provides assurance that the R&W policy will serve as the primary recovery mechanism for Penterra's post-closing indemnification claims, thereby reducing the likelihood that the Sellers will face direct claims from either Penterra or the insurer after closing. The waiver was a negotiated term requested by Zalcourt Archer & Cole LLP on behalf of the Sellers during the SPA negotiation process, and its inclusion in the Policy was a condition to the Sellers' agreement to the indemnification structure set forth in the SPA.
The fraud carve-out to the waiver of subrogation ensures that Atlas Indemnity retains the right to pursue recovery against the Sellers in cases of actual, intentional fraud—i.e., where a Seller knowingly made a false representation or warranty with the intent to deceive the Buyer. This carve-out is narrowly drawn and requires proof of actual, intentional fraud (not mere negligence, recklessness, or constructive fraud).
10. ASSIGNMENT AND TRANSFER
The Policy may be assigned by the Named Insured to any of the following without the prior consent of Atlas Indemnity:
(a) Any affiliate of the Named Insured (as defined in the Policy);
(b) Any successor entity of the Named Insured, whether by merger, consolidation, reorganization, or otherwise;
(c) Any entity that acquires all or substantially all of the assets or equity interests of the Named Insured; and
(d) Any lender to the Named Insured or its affiliates, including Ironclad Trust Company, N.A., in its capacity as administrative agent under the committed term loan facility described below, as additional insured or loss payee.
Assignment to any party not described above requires the prior written consent of Atlas Indemnity, which consent may be withheld in Atlas Indemnity's sole discretion.
The assignment provision is particularly relevant in the context of the debt financing for the Transaction. Penterra has secured a five hundred million dollar ($500,000,000) committed term loan facility (Commitment Letter Reference No. CL-2024-PPCA-0607) with Ironclad Trust Company, N.A. serving as administrative agent for the lender group. The R&W Policy may be assigned to Ironclad Trust Company, N.A. (or designated as loss payee in favor of Ironclad Trust Company, N.A.) without Atlas Indemnity's consent, providing the lender group with additional collateral comfort in connection with the financing.
11. POLICY CONDITIONS
11.1 Closing Condition
The Policy is conditional on the occurrence of the Closing of the Transaction as defined in the SPA. If the Closing does not occur for any reason—including termination of the SPA, failure of a condition to closing, regulatory prohibition, or mutual agreement of the parties—the Policy does not incept, no coverage is provided, and no claims may be made thereunder. The premium, however, remains non-refundable regardless of whether the Closing occurs, as discussed in Section 4.7 above. The non-refundable nature of the premium reflects the underwriting resources expended by Atlas Indemnity and is standard market practice.
11.2 Representations by Named Insured
As a condition to the issuance and effectiveness of the Policy, the Named Insured has made the following representations to Atlas Indemnity:
(a) Comprehensive Due Diligence. The due diligence conducted by the Named Insured and its professional advisors in connection with the Transaction was comprehensive and consistent with market practice for a transaction of this type, size, and complexity, and was conducted in good faith with the goal of identifying and assessing risks associated with the Transaction.
(b) No Known Breaches. No member of the Knowledge Group has actual knowledge of any breach of the Sellers' representations and warranties as of the binding date of June 12, 2024. The Named Insured has disclosed to Atlas Indemnity all material facts and circumstances known to the Knowledge Group that bear on the risk profile of the Transaction.
(c) Accuracy of Information. The information provided to Atlas Indemnity during the underwriting process, including the due diligence memoranda, the Disclosure Schedules, and all other materials submitted to Atlas Indemnity's underwriting team, was true and accurate in all material respects as of the date provided.
These representations form the basis of Atlas Indemnity's underwriting decision and are material to the issuance of the Policy. A breach of any of these representations could, depending on the circumstances, give rise to a coverage defense or rescission claim by Atlas Indemnity.
11.3 Governing Law
The Policy is governed by and shall be construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provisions that would cause the application of the laws of any other jurisdiction. The selection of Delaware law is consistent with the governing law provision of the SPA (SPA § 10.6) and ensures uniformity of legal interpretation across the Transaction documents.
11.4 Dispute Resolution
Any disputes arising under the Policy, including disputes relating to coverage, claims, or the interpretation of Policy terms, shall be submitted to binding arbitration in New York, New York. Arbitration shall be administered under the

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