1018-00008 · Penterra Pharmaceuticals Corp · Transaction Documents

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June 10, 2024

CONFIDENTIAL

PENTERRA PHARMACEUTICALS CORP. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540

Veridian Biosciences, Inc. 550 Gateway Drive Cambridge, Massachusetts 02142

Attention: Dr. Julian Marek, Chief Executive Officer Rachel Stein-Goldberg, General Counsel

cc: Zalcourt Archer & Cole LLP One Federal Street, 30th Floor Boston, Massachusetts 02110

Attn: Rebecca Whitmore

Re: Financing Cooperation Obligations in Connection with the Stock Purchase Agreement dated June 10, 2024, by and among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc., the Sellers identified therein, and David Ng, as Stockholder Representative

Ladies and Gentlemen:

SIDE LETTER RE: FINANCING COOPERATION OBLIGATIONS

1. Introduction and Recitals

Reference is made to that certain Stock Purchase Agreement, dated as of June 10, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Agreement" or the "SPA"), by and among Penterra Pharmaceuticals Corp., a Delaware corporation ("Buyer"), Veridian Biosciences, Inc., a Delaware corporation (the "Company"), the Sellers identified therein (the "Sellers"), and David Ng, solely in his capacity as Stockholder Representative. Capitalized terms used but not otherwise defined in this side letter (this "Side Letter") shall have the meanings ascribed to such terms in the SPA.

Whereas, in connection with the transactions contemplated by the SPA (the "Transactions"), Buyer has obtained committed debt financing in the form of a five hundred million dollar ($500,000,000) committed senior secured term loan facility (the "Financing") from Summit Ridge Capital Partners, LP, a Delaware limited partnership, as lead arranger (the "Lead Arranger"), and Ironclad Trust Company, N.A., a national banking association, as administrative agent (the "Administrative Agent" and, together with the Lead Arranger, the "Financing Sources"), pursuant to that certain Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) (the "Commitment Letter"), a copy of which has been separately provided to the Company under separate cover;

Whereas, the aggregate purchase price for the Transactions is nine hundred million dollars ($900,000,000) (the "Purchase Price"), which Buyer intends to fund through a combination of (i) five hundred million dollars ($500,000,000) in proceeds from the Financing and (ii) four hundred million dollars ($400,000,000) from Buyer's cash and cash equivalents on hand;

Whereas, the parties acknowledge and agree that the cooperation of the Company with Buyer in connection with the arrangement and consummation of the Financing is a material inducement to Buyer's willingness to enter into the SPA and to consummate the Transactions;

Whereas, the purpose of this Side Letter is to set forth the Company's obligations to cooperate with Buyer in connection with arranging and consummating the Financing, as contemplated by the SPA, during the period between the date of the SPA and the earlier of (a) the consummation of the Closing and (b) the valid termination of the SPA in accordance with the terms of Article VIII thereof (such period, the "Pre-Closing Period"); and

Whereas, this Side Letter constitutes an ancillary agreement to the SPA and is being delivered concurrently with the execution and delivery of the SPA by the parties thereto.

Now, therefore, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. Financing Cooperation Obligations of the Company

2.1 General Cooperation Covenant

During the Pre-Closing Period, the Company shall, and shall cause its officers, directors, employees, agents, accountants, consultants, and other authorized representatives (collectively, "Company Representatives") to, use commercially reasonable efforts to cooperate with Buyer in connection with the arrangement, syndication, and consummation of the Financing, including any replacement, amended, supplemental, restated, or alternative financing arrangements that Buyer may pursue in connection with the Transactions (any such replacement, amended, supplemental, restated, or alternative financing, the "Alternative Financing"); provided, however, that (a) all such cooperation shall be at Buyer's sole cost and expense (except for the Company's internal personnel costs, including salaries, benefits, and overhead allocable to the time spent by the Company's employees in connection with such cooperation, which shall be borne by the Company), and (b) such cooperation shall not unreasonably interfere with the ongoing business operations of the Company or its subsidiaries. Without limiting the generality of the foregoing, the Company's cooperation obligations shall include the specific obligations set forth in Sections 2.2 through 2.7 of this Side Letter.

2.2 Financial Information Delivery

(a) The Company shall furnish to Buyer (and, at Buyer's written direction, directly to the Financing Sources and their advisors) the following financial information, in each case to the extent in the Company's possession or reasonably obtainable by the Company:

(i) Audited Financial Statements. Audited consolidated financial statements of the Company and its subsidiaries for the fiscal years ended December 31, 2021 ("FY2021"), December 31, 2022 ("FY2022"), and December 31, 2023 ("FY2023"), in each case as audited by Northbridge Accounting Group LLP (engagement partner: Patrick Calloway), 125 High Street, Suite 3100, Boston, Massachusetts 02110 ("Northbridge"), together with unqualified audit opinions thereon, prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applied on a consistent basis. Such audited financial statements shall include consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows, together with the notes thereto.

(ii) Unaudited Interim Financial Statements. Unaudited consolidated interim financial statements of the Company and its subsidiaries for (A) the most recent fiscal quarter ended at least forty-five (45) days prior to the anticipated Closing Date, and (B) the most recent fiscal month ended at least thirty (30) days prior to the anticipated Closing Date, in each case consisting of an unaudited consolidated balance sheet and unaudited consolidated statements of operations, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes). Such interim financial statements shall present fairly, in all material respects, the financial position and results of operations of the Company and its subsidiaries for the periods covered thereby.

(iii) Pro Forma Financial Statements. A pro forma consolidated balance sheet and a pro forma consolidated income statement of the Company and its subsidiaries, giving effect to the Transactions and the Financing (including the incurrence of indebtedness under the Financing, the application of the proceeds thereof, the payment of the Purchase Price, and the payment of all related fees and expenses), prepared in accordance with Article 11 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC") to the extent applicable or otherwise in a form customary for committed financing transactions of this type.

(iv) Additional Financial Data. Such other pertinent and customary financial, statistical, and operating data relating to the Company and its subsidiaries as Buyer or the Financing Sources may reasonably request, including without limitation information necessary for the preparation of customary bank information memoranda (including a customary confidential information memorandum or "CIM"), lender presentations, and rating agency presentations. For reference, the Company's FY2023 financial profile includes: $0 revenue (the Company being a clinical-stage biopharmaceutical company with no approved products and no product revenue to date), net loss of ($87,300,000), and cash and cash equivalents of $112,400,000 as of March 31, 2024.

(v) Comfort Letter. To the extent reasonably requested by the Financing Sources, the Company shall use commercially reasonable efforts to cause Northbridge to deliver to the Financing Sources one or more customary comfort letters (including "negative assurance" comfort and customary "agreed-upon procedures" letters) with respect to the financial information of the Company and its subsidiaries included in any bank information memorandum, offering document, or other Financing marketing material, in form and substance customary for financing transactions of this type, and the Company shall use commercially reasonable efforts to cause Northbridge to consent to the use of their audit reports in connection therewith.

(b) All financial information delivered pursuant to this Section 2.2 shall comply with GAAP, and, to the extent required by the Financing Sources, shall comply with applicable SEC requirements (including Regulation S-X and Regulation S-K), in each case as of the dates and for the periods indicated. The Company shall use commercially reasonable efforts to ensure that such financial information does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c) Buyer acknowledges and agrees that the Company's obligation to deliver financial information under this Section 2.2 is limited to financial information that is reasonably available to the Company or that the Company can prepare without unreasonable burden or expense (taking into account the reimbursement obligations of Buyer under Section 3.3 hereof).

2.3 Management Presentations and Meetings

(a) During the Pre-Closing Period, the Company shall make available its senior management, including the following individuals, to participate in meetings, presentations, and due diligence sessions with the Financing Sources, prospective lenders in any syndication of the Financing, and their respective financial, legal, and other advisors:

(i) Dr. Julian Marek, Chief Executive Officer;

(ii) Dr. Priya Chandrasekaran, Chief Scientific Officer;

(iii) Steven R. Kessler, Chief Financial Officer; and

(iv) Dr. Anne-Marie Fontaine, Vice President, Regulatory Affairs.

(b) Without limiting the generality of the foregoing, such management participation shall include:

(i) a reasonable number of meetings, presentations, and due diligence sessions (whether in person or by videoconference) with the Financing Sources, prospective syndicate lenders, and their advisors, to discuss the Company's business, operations, financial condition, financial projections, clinical pipeline (including, without limitation, VRD-4187 and the VeriTCE platform), regulatory strategy, competitive landscape, and business prospects; and

(ii) road show presentations, lender calls, and other marketing-related presentations, if reasonably required by the Financing Sources in connection with the syndication of the Financing.

(c) The scheduling of all management presentations and meetings shall be mutually agreed upon by Buyer and the Company, with Buyer providing reasonable advance notice of no less than five (5) business days prior to any such presentation or meeting. The Company shall not be required to participate in more than two (2) in-person presentations or meetings per calendar month, unless otherwise mutually agreed. The Company shall use commercially reasonable efforts to accommodate scheduling requests from the Financing Sources, taking into account the availability of the Company's senior management and the needs of the Company's ongoing business operations.

(d) Any presentation materials, slides, or other documents prepared in connection with management presentations shall be subject to the Company's prior review and reasonable approval, and shall be subject to the confidentiality protections set forth in Section 4 hereof.

2.4 Estoppel Certificates and Consents

(a) The Company shall use commercially reasonable efforts to obtain and deliver to Buyer (and, at Buyer's direction, to the Financing Sources) the following:

(i) Landlord Estoppel Certificates. Estoppel certificates in customary form from the landlords under each of the Company's material real property leases, including, without limitation, the lease for the Company's principal offices and laboratory facilities located at 550 Gateway Drive, Cambridge, Massachusetts 02142, in each case confirming, among other things, the absence of any defaults under such leases and the current terms thereof.

(ii) Third-Party Consents. Consents, approvals, or waivers from counterparties to the Company's material contracts (as identified in the SPA Disclosure Schedules) to the extent such consents, approvals, or waivers are required by the terms of such contracts or are reasonably required by the Financing Sources as a condition to the funding of the Financing.

(iii) Other Certificates and Instruments. Such other certificates, consents, instruments, and documents as may be reasonably necessary to satisfy the conditions precedent to the funding of the Financing as set forth in the Commitment Letter or the definitive credit agreement governing the Financing.

(b) The Company shall promptly notify Buyer if it becomes aware that any landlord or counterparty has refused or is unwilling to deliver any estoppel certificate or consent contemplated by this Section 2.4, and the parties shall cooperate in good faith to address any such refusal.

2.5 Access and Due Diligence for Financing Sources

(a) During the Pre-Closing Period, the Company shall provide the Financing Sources and their authorized representatives (including their legal counsel, financial advisors, and consultants) with reasonable access, during normal business hours and upon reasonable prior notice (not less than two (2) business days), to the Company's properties, facilities, books, records, contracts, and personnel, in each case to the extent reasonably necessary in connection with the Financing Sources' due diligence review of the Company and its business in connection with the Financing.

(b) All access provided pursuant to this Section 2.5 shall be subject to the terms and conditions of the Confidentiality Agreement dated March 4, 2024, by and between Buyer and the Company (the "Confidentiality Agreement"), or, in the case of the Financing Sources and their representatives, a separate joinder to the Confidentiality Agreement or a separate confidentiality undertaking in the form attached hereto as Exhibit A (the "Financing Source Confidentiality Joinder"), in each case reasonably acceptable to the Company. Buyer shall ensure that each Financing Source and its representatives have executed and delivered such joinder or undertaking prior to receiving any access to the Company's confidential information.

(c) Without limiting the generality of the foregoing, the Company shall cooperate with due diligence requests from the Financing Sources relating to, among other things:

(i) the Company's workforce, including its approximately one hundred forty-eight (148) employees as of the date hereof, organizational structure, and key personnel;

(ii) the Company's employee benefit plans, including its equity incentive plan and the existing employee stock option pool representing approximately 9.8% of the Company's fully diluted capitalization (the "ESOP Pool");

(iii) the Company's material contracts, including customer agreements, vendor agreements, collaboration agreements, license agreements, and lease agreements;

(iv) the Company's intellectual property portfolio, including patents, patent applications, trade secrets, trademarks, copyrights, and know-how; and

(v) the Company's regulatory filings, clinical trial data, and related regulatory correspondence with the U.S. Food and Drug Administration and other applicable regulatory authorities.

(d) The Company shall designate Steven R. Kessler (CFO) as the primary point of contact for coordinating due diligence requests from the Financing Sources. All due diligence requests shall be directed through Mr. Kessler or his designee, unless otherwise agreed by the Company.

2.6 Documentation Assistance

(a) The Company shall reasonably assist Buyer and the Financing Sources with the preparation, review, negotiation, and execution of the following documentation and deliverables in connection with the Financing:

(i) Marketing Materials. Customary bank information memoranda (including a confidential information memorandum or "CIM"), offering documents, lender presentations, and other marketing materials to be used in connection with the syndication of the Financing, including by providing information regarding the Company's business, operations, financial condition, clinical pipeline, and prospects, and by reviewing and providing comments on drafts of such materials to ensure the accuracy and completeness of the information contained therein relating to the Company.

(ii) Legal Opinions. Customary legal opinions to be delivered by the Company's counsel, Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, Massachusetts 02110 (Attn: Rebecca Whitmore), in connection with the Closing of the Financing, including opinions as to the Company's due organization, valid existence, good standing, corporate authority, enforceability, and non-contravention, in each case in customary form and substance for financing transactions of this type.

(iii) Closing Deliverables. Customary closing deliverables required by the Financing Sources in connection with the funding of the Financing at the Closing, including without limitation:

(A) officer's certificates, including a certificate of the Company's Chief Financial Officer as to the solvency of the Company and its subsidiaries on a consolidated basis after giving effect to the Transactions and the Financing;

(B) secretary's certificates, including certified copies of resolutions of the Company's board of directors authorizing the Transactions and the Company's performance under this Side Letter;

(C) certified copies of the Company's organizational documents, including its certificate of incorporation and bylaws (or equivalent governing documents);

(D) certificates of good standing (or equivalent certificates) from the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business;

(E) incumbency certificates with respect to the officers and directors of the Company who are authorized to execute and deliver documents in connection with the Transactions and the Financing; and

(F) such other closing deliverables as may be customary for financing transactions of this type and as may be reasonably requested by the Financing Sources or the Administrative Agent.

(iv) Real Property and Insurance Deliverables. To the extent required by the Financing Sources in connection with the collateral package for the Financing, surveys, title insurance commitments and policies, flood certifications, environmental reports, and insurance certificates with respect to the Company's material real property assets and other material assets, in each case in customary form and substance.

(b) The Company shall use commercially reasonable efforts to facilitate the pledging of collateral and the granting of security interests in the Company's assets (including, as applicable, equity interests in the Company's subsidiaries, intellectual property, personal property, and deposit accounts) to the extent required by the definitive credit agreement governing the Financing; provided, however, that (i) no such pledge or security interest shall become effective prior to the Closing, and (ii) the obligation to grant such security interests shall be conditioned upon and subject to the occurrence of the Closing.

2.7 KYC and Regulatory Compliance

(a) The Company shall provide to Buyer and the Financing Sources such information and documentation as is reasonably requested in connection with applicable "know your customer" requirements and anti-money laundering regulations, including without limitation:

(i) the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") (Title III of Pub. L. 107-56, as amended);

(ii) the Customer Due Diligence Requirements for Financial Institutions, 31 C.F.R. § 1010.230 (the "Beneficial Ownership Regulation"); and

(iii) any other applicable anti-money laundering laws, sanctions laws (including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control), and similar regulatory requirements.

(b) Such information shall include, without limitation, the identity, legal name, address, date of organization, jurisdiction of organization, tax identification number, and beneficial ownership information (including the identities of all natural persons who directly or indirectly own twenty-five percent (25%) or more of the equity interests of the Company) with respect to the Company and each of its subsidiaries.

(c) The Company shall deliver all information required under this Section 2.7 at least ten (10) business days prior to the anticipated Closing Date, or such earlier date as may be reasonably requested by the Financing Sources to permit timely completion of their compliance review processes.

3. Limitations on Cooperation Obligations

3.1 No Obligation to Incur Liability

Notwithstanding anything to the contrary in this Side Letter or the SPA, nothing in this Side Letter shall require the Company or any of its subsidiaries, or any officer, director, employee, agent, or representative of the Company or any of its subsidiaries, or any Seller, to:

(a) execute, deliver, or enter into any agreement, certificate, instrument, document, or other commitment (including any credit agreement, security agreement, pledge agreement, guaranty, or other Financing document) that would be effective prior to the Closing, or that would impose any obligation on the Company or any of its subsidiaries that is not expressly conditioned upon the occurrence of the Closing;

(b) incur any liability, pay any commitment fee, arrangement fee, upfront fee, ticking fee, or other fee, provide any indemnity, or make any other payment in connection with the Financing that is not promptly (and in any event within ten (10) business days of the Company's written demand therefor) reimbursed or indemnified by Buyer in accordance with Sections 3.3 and 3.4 hereof;

(c) take any action that would conflict with or violate (i) the Company's certificate of incorporation, bylaws, or other organizational documents, (ii) any applicable federal, state, or local law, statute, rule, regulation, or order (including applicable securities laws and regulations), or (iii) any material contract, agreement, or instrument to which the Company or any of its subsidiaries is a party or by which any of their respective assets or properties are bound;

(d) provide access to or disclose any information to the extent the provision or disclosure thereof would (i) result in the loss or waiver of any attorney-client privilege, work-product protection, or other legal privilege of the Company or any of its subsidiaries, or (ii) violate any confidentiality obligation binding on the Company or any of its subsidiaries to a third party; provided, that the Company shall use commercially reasonable efforts to provide such information in a manner that does not waive any such privilege or violate any such confidentiality obligation, including by entering into customary joint defense agreements, common-interest agreements, or other protective arrangements; or

(e) prepare or deliver any financial information or financial statements that the Company does not maintain in the ordinary course of business or that would require the engagement of outside accountants or other professionals at the Company's expense (except to the extent Buyer agrees to bear such costs).

3.2 No Obligation to Approve Financing

For the avoidance of doubt, nothing in this Side Letter shall require the Company or any Seller to approve or consent to the terms of the Financing, any Alternative Financing, or any credit agreement, security agreement, or other definitive documentation related thereto. The Company shall have no obligation to become, and shall not be required to become, an obligor, guarantor, pledgor, or grantor under the Financing or any related agreement prior to the Closing. The terms of the Financing shall be determined solely by Buyer and the Financing Sources, and the Company shall not be a party to or have any liability under the Commitment Letter or any credit agreement governing the Financing except as expressly provided in this Side Letter or the SPA.

3.3 Reimbursement of Expenses

(a) Buyer shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses actually incurred by the Company or any of its subsidiaries in connection with the performance of the Company's cooperation obligations set forth in this Side Letter (excluding, for the avoidance of doubt, internal personnel costs, including salaries, benefits, and overhead allocable to the time spent by the Company's employees in connection with such cooperation), including without limitation:

(i) reasonable fees and disbursements of the Company's outside legal counsel, Zalcourt Archer & Cole LLP, incurred in connection with the review, negotiation, and delivery of Financing-related documents, legal opinions, and closing deliverables;

(ii) reasonable fees and expenses of the Company's auditors, Northbridge Accounting Group LLP, incurred in connection with the delivery of comfort letters, consents, and other deliverables contemplated by Section 2.2 hereof; and

(iii) reasonable fees and expenses of other third-party advisors or consultants engaged by the Company at Buyer's request in connection with the cooperation obligations hereunder.

(b) Buyer shall make such reimbursement payments within ten (10) business days after receipt of reasonably detailed invoices or other documentation from the Company evidencing such costs and expenses.

(c) The reimbursement obligations of Buyer under this Section 3.3 shall survive the termination of the SPA and this Side Letter for any reason, and shall not be subject to any cap or limitation.

3.4 Indemnification by Buyer

(a) Buyer shall indemnify, defend, and hold harmless the Company, its subsidiaries, and their respective officers, directors, employees, agents, and representatives (collectively, the "Company Indemnified Parties") from and against any and all losses, damages, claims, liabilities, costs, fees, or expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") suffered or incurred by any Company Indemnified Party arising out of or relating to (i) the Company's cooperation activities under this Side Letter, (ii) the arrangement, syndication, marketing, or consummation of the Financing or any Alternative Financing, or (iii) any information provided by or on behalf of Buyer or the Financing Sources to third parties in connection with the Financing; provided, however, that Buyer shall not be required to indemnify any Company Indemnified Party to the extent that any such Losses are determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Company Indemnified Party's own gross negligence, willful misconduct, or material breach of this Side Letter.

(b) The indemnification obligations of Buyer under this Section 3.4 shall survive the termination of the SPA and this Side Letter for any reason, and shall not be subject to any cap or limitation other than as expressly set forth in this Section 3.4(a).

4. Financing Source Confidentiality

(a) Any confidential information of the Company or any of its subsidiaries provided to the Financing Sources or their representatives in connection with the Financing or the cooperation obligations set forth in this Side Letter shall be subject to confidentiality protections that are substantially consistent with, and no less restrictive than, the terms of the Confidentiality Agreement dated March 4, 2024, by and between Buyer and the Company (the "Confidentiality Agreement").

(b) Prior to providing or causing to be provided any confidential information of the Company or any of its subsidiaries to any Financing Source or any representative thereof, Buyer shall cause each such Financing Source (and, to the extent practicable, each representative of such Financing Source that will have access to such confidential information) to execute and deliver to the Company a customary joinder to the Confidentiality Agreement or a separate confidentiality undertaking substantially in the form of the Financing Source Confidentiality Joinder attached hereto as Exhibit A, in each case in form and substance reasonably acceptable to the Company. For the avoidance of doubt, the Financing Sources identified as of the date hereof are:

(i) Summit Ridge Capital Partners, LP (Lead Arranger) 277 Park Avenue, 40th Floor New York, New York 10172 Lead Contact: Philip Ostrander, Managing Director

(ii) Ironclad Trust Company, N.A. (Administrative Agent) 60 Wall Street New York, New York 10005 Contact: Samantha Hwang, Vice President

(c) Buyer shall be responsible for any breach by the Financing Sources or their representatives of the confidentiality obligations contemplated by this Section 4, and Buyer shall use commercially reasonable efforts to enforce such obligations against the Financing Sources and their representatives.

5. Term Loan Facility — Key Parameters (For Reference)

The following summary of the key terms of the Financing is provided solely for the Company's reference and convenience, and is qualified in its entirety by the terms of the Commitment Letter and the definitive credit agreement governing the Financing. The Company acknowledges that the terms of the Financing are subject to change in accordance with the terms of the Commitment Letter and the SPA. Nothing in this Section 5 shall be construed to impose any obligation on the Company with respect to the terms of the Financing.

For the avoidance of doubt, all commitment fees, ticking fees, arrangement fees, and other fees and expenses payable in connection with the Financing shall be the sole responsibility of Buyer, and the Company shall have no obligation to pay or reimburse any such fees or expenses.

6. Notification Obligations

(a) Company Notification. The Company shall promptly (and in any event within two (2) business days) notify Buyer in writing of any event, development, or circumstance that comes to the attention of the Company's management (including the individuals identified in Section 2.3(a) hereof) that would reasonably be expected to materially impair or delay the Company's ability to fulfill its cooperation obligations under this Side Letter in any material respect, including without limitation any material litigation, regulatory action, financial restatement, or material adverse change in the Company's business, financial condition, or operations that would reasonably be expected to affect the Financing Sources' willingness to fund the Financing.

(b) Buyer Notification. Buyer shall promptly (and in any event within two (2) business days) notify the Company in writing of any material modifications, amendments, waivers, terminations, or replacements of the terms of the Commitment Letter or the Financing, including without limitation any changes to the commitment amount, interest rate, commitment fee, ticking fee, funding conditions, or the identity of the Financing Sources. Buyer shall provide the Company with copies of any such amendments, waivers, or replacement commitment letters promptly upon execution thereof, subject to redaction of fee letters and other commercially sensitive terms to the extent permitted by the SPA.

(c) Notice Procedures. All notices delivered pursuant to this Section 6 shall be in writing and shall be delivered in accordance with the notice provisions of Section 10.1 of the SPA, with copies to:

(i) For Buyer: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166

Attn: Oliver Mackenzie, Partner

Email: omackenzie@calderwoodharkness.com

(ii) For the Company: Zalcourt Archer & Cole LLP One Federal Street, 30th Floor Boston, Massachusetts 02110

Attn: Rebecca Whitmore, Partner

Email: rwhitmore@lathamarcher.com

7. Term and Termination

(a) Effectiveness. This Side Letter shall be effective as of the date first written above (i.e., June 10, 2024) and shall remain in full force and effect during the Pre-Closing Period.

(b) Automatic Termination. This Side Letter shall terminate automatically and without further action by either party upon the earliest to occur of:

(i) the consummation of the Closing;

(ii) the valid termination of the SPA in accordance with the terms of Article VIII thereof; or

(iii) the mutual written agreement of Buyer and the Company to terminate this Side Letter.

(c) Surviving Provisions. Notwithstanding the termination of this Side Letter, the following provisions shall survive any such termination and shall continue in full force and effect in accordance with their respective terms: Section 3.3 (Reimbursement of Expenses), Section 3.4 (Indemnification by Buyer), Section 4 (Financing Source Confidentiality), and Section 9 (Miscellaneous). The survival of such provisions shall not be limited by the termination of the SPA.

8. Remedies

(a) Buyer acknowledges and agrees that its sole and exclusive remedy for any breach or alleged breach by the Company of its obligations under this Side Letter shall be as set forth in the SPA, including without limitation the remedies set forth in Article IX thereof. The Company's cooperation obligations under this Side Letter shall not create any independent right of Buyer to (i) terminate the SPA, (ii) refuse to consummate the Closing, (iii) assert an independent claim for damages outside of the SPA, or (iv) reduce the Purchase Price or any other amount payable under the SPA.

(b) For the avoidance of doubt, the reverse termination fee of forty-five million dollars ($45,000,000) payable by Buyer pursuant to the SPA is payable solely in the event of a "Financing Failure" as defined in the SPA, and the Company's cooperation obligations under this Side Letter shall not affect, limit, or otherwise bear upon the determination of whether a Financing Failure has occurred for purposes of the SPA. In no event shall the Company's compliance or non-compliance with its obligations under this Side Letter relieve Buyer of its obligation to pay the reverse termination fee in circumstances where such fee is otherwise payable under the terms of the SPA.

9. Miscellaneous

9.1 Governing Law

This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing is consistent with and subject to the same terms as Section 10.6 of the SPA.

9.2 Jurisdiction. Any action, suit, or proceeding arising out of or relating to this Side Letter or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, in the United States District Court for the District of Delaware, or, if such federal court declines to accept jurisdiction, in any state court of the State of Delaware), and each party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. The foregoing is consistent with Section 10.6 of the SPA.

9.3 Third-Party Beneficiaries

The Financing Sources — specifically, Summit Ridge Capital Partners, LP and Ironclad Trust Company, N.A. — shall be express third-party beneficiaries of Sections 2 through 5 (inclusive) of this Side Letter and shall be entitled to enforce the rights and obligations set forth therein as if they were parties hereto. Except as expressly provided in the immediately preceding sentence, nothing in this Side Letter, whether express or implied, is intended to or shall confer upon any person (other than the parties hereto, their respective successors and permitted assigns, and the Financing Sources to the extent set forth above) any legal or equitable right, benefit, or remedy of any nature under or by reason of this Side Letter.

9.4 Amendment and Waiver

No amendment, modification, supplement, or waiver of any provision of this Side Letter, and no consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by Buyer and the Company. No waiver by any party of any right hereunder shall operate as a waiver of any other right, and no single or partial exercise of any right shall preclude any other or further exercise thereof. Any amendment, modification, or waiver of Sections 2 through 5 of this Side Letter that would be adverse to the rights of the Financing Sources shall also require the prior written consent of the affected Financing Sources.

9.5 Entire Agreement

This Side Letter, together with the SPA and the other transaction documents delivered in connection therewith (including the Confidentiality Agreement and the exhibits and schedules thereto), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof.

9.6 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Side Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

9.7 Assignment. Neither this Side Letter nor any right, interest, or obligation hereunder may be assigned by either party without the prior written consent of the other party hereto; provided, however, that Buyer may, without the prior written consent of the Company, assign any or all of its rights (but not its obligations) under this Side Letter to (a) any Financing Source or (b) any direct or indirect wholly owned subsidiary of Buyer, in each case so long as such assignment does not relieve Buyer of any of its obligations hereunder. Any attempted assignment in violation of this Section 9.7 shall be null and void and of no force or effect.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

If the foregoing accurately reflects our mutual understanding and agreement with respect to the matters set forth herein, please confirm your acknowledgment and agreement by executing and returning a counterpart of this Side Letter to the undersigned.

Very truly yours,

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Dr. Anand Rajagopal

Title: Chief Executive Officer

Date: June 10, 2024

ACKNOWLEDGED AND AGREED:

VERIDIAN BIOSCIENCES, INC.

By: ________

Name: Dr. Julian Marek

Title: Chief Executive Officer

Date: June 10, 2024

ENCLOSURES / EXHIBITS

The following exhibits and enclosures are referenced in this Side Letter:

1. Exhibit A — Form of Financing Source Confidentiality Joinder (attached hereto)

2. Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) — (referenced herein but not attached; separately provided to the Company under separate cover on June 7, 2024)

Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166 Oliver Mackenzie, Partner Megan Chu, Associate

Parameter	Details
Commitment Amount	$500,000,000
Administrative Agent	Ironclad Trust Company, N.A.
Lead Arranger	Summit Ridge Capital Partners, LP
Interest Rate	Secured Overnight Financing Rate ("SOFR") + 225 basis points per annum
Commitment Fee	0.35% per annum on unfunded commitments ($1,750,000 per year, based on the full $500,000,000 commitment amount)
Ticking Fee	0.175% per annum, commencing ninety (90) days after the date of the SPA (i.e., September 8, 2024), payable on unfunded commitments
Commitment Letter Reference	CL-2024-PPCA-0607 (dated June 7, 2024)
Financing Commitment Expiration	Co-terminous with the SPA Outside Date (December 10, 2024), subject to the terms and conditions of the Commitment Letter

June 10, 2024
CONFIDENTIAL
PENTERRA PHARMACEUTICALS CORP. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540
Veridian Biosciences, Inc. 550 Gateway Drive Cambridge, Massachusetts 02142
Attention: Dr. Julian Marek, Chief Executive Officer Rachel Stein-Goldberg, General Counsel
cc: Zalcourt Archer & Cole LLP One Federal Street, 30th Floor Boston, Massachusetts 02110
Attn: Rebecca Whitmore
Re: Financing Cooperation Obligations in Connection with the Stock Purchase Agreement dated June 10, 2024, by and among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc., the Sellers identified therein, and David Ng, as Stockholder Representative
Ladies and Gentlemen:
SIDE LETTER RE: FINANCING COOPERATION OBLIGATIONS
1. Introduction and Recitals
Reference is made to that certain Stock Purchase Agreement, dated as of June 10, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Agreement" or the "SPA"), by and among Penterra Pharmaceuticals Corp., a Delaware corporation ("Buyer"), Veridian Biosciences, Inc., a Delaware corporation (the "Company"), the Sellers identified therein (the "Sellers"), and David Ng, solely in his capacity as Stockholder Representative. Capitalized terms used but not otherwise defined in this side letter (this "Side Letter") shall have the meanings ascribed to such terms in the SPA.
Whereas, in connection with the transactions contemplated by the SPA (the "Transactions"), Buyer has obtained committed debt financing in the form of a five hundred million dollar ($500,000,000) committed senior secured term loan facility (the "Financing") from Summit Ridge Capital Partners, LP, a Delaware limited partnership, as lead arranger (the "Lead Arranger"), and Ironclad Trust Company, N.A., a national banking association, as administrative agent (the "Administrative Agent" and, together with the Lead Arranger, the "Financing Sources"), pursuant to that certain Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) (the "Commitment Letter"), a copy of which has been separately provided to the Company under separate cover;
Whereas, the aggregate purchase price for the Transactions is nine hundred million dollars ($900,000,000) (the "Purchase Price"), which Buyer intends to fund through a combination of (i) five hundred million dollars ($500,000,000) in proceeds from the Financing and (ii) four hundred million dollars ($400,000,000) from Buyer's cash and cash equivalents on hand;
Whereas, the parties acknowledge and agree that the cooperation of the Company with Buyer in connection with the arrangement and consummation of the Financing is a material inducement to Buyer's willingness to enter into the SPA and to consummate the Transactions;
Whereas, the purpose of this Side Letter is to set forth the Company's obligations to cooperate with Buyer in connection with arranging and consummating the Financing, as contemplated by the SPA, during the period between the date of the SPA and the earlier of (a) the consummation of the Closing and (b) the valid termination of the SPA in accordance with the terms of Article VIII thereof (such period, the "Pre-Closing Period"); and
Whereas, this Side Letter constitutes an ancillary agreement to the SPA and is being delivered concurrently with the execution and delivery of the SPA by the parties thereto.
Now, therefore, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
2. Financing Cooperation Obligations of the Company
2.1 General Cooperation Covenant
During the Pre-Closing Period, the Company shall, and shall cause its officers, directors, employees, agents, accountants, consultants, and other authorized representatives (collectively, "Company Representatives") to, use commercially reasonable efforts to cooperate with Buyer in connection with the arrangement, syndication, and consummation of the Financing, including any replacement, amended, supplemental, restated, or alternative financing arrangements that Buyer may pursue in connection with the Transactions (any such replacement, amended, supplemental, restated, or alternative financing, the "Alternative Financing"); provided, however, that (a) all such cooperation shall be at Buyer's sole cost and expense (except for the Company's internal personnel costs, including salaries, benefits, and overhead allocable to the time spent by the Company's employees in connection with such cooperation, which shall be borne by the Company), and (b) such cooperation shall not unreasonably interfere with the ongoing business operations of the Company or its subsidiaries. Without limiting the generality of the foregoing, the Company's cooperation obligations shall include the specific obligations set forth in Sections 2.2 through 2.7 of this Side Letter.
2.2 Financial Information Delivery
(a) The Company shall furnish to Buyer (and, at Buyer's written direction, directly to the Financing Sources and their advisors) the following financial information, in each case to the extent in the Company's possession or reasonably obtainable by the Company:
(i) Audited Financial Statements. Audited consolidated financial statements of the Company and its subsidiaries for the fiscal years ended December 31, 2021 ("FY2021"), December 31, 2022 ("FY2022"), and December 31, 2023 ("FY2023"), in each case as audited by Northbridge Accounting Group LLP (engagement partner: Patrick Calloway), 125 High Street, Suite 3100, Boston, Massachusetts 02110 ("Northbridge"), together with unqualified audit opinions thereon, prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applied on a consistent basis. Such audited financial statements shall include consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows, together with the notes thereto.
(ii) Unaudited Interim Financial Statements. Unaudited consolidated interim financial statements of the Company and its subsidiaries for (A) the most recent fiscal quarter ended at least forty-five (45) days prior to the anticipated Closing Date, and (B) the most recent fiscal month ended at least thirty (30) days prior to the anticipated Closing Date, in each case consisting of an unaudited consolidated balance sheet and unaudited consolidated statements of operations, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes). Such interim financial statements shall present fairly, in all material respects, the financial position and results of operations of the Company and its subsidiaries for the periods covered thereby.
(iii) Pro Forma Financial Statements. A pro forma consolidated balance sheet and a pro forma consolidated income statement of the Company and its subsidiaries, giving effect to the Transactions and the Financing (including the incurrence of indebtedness under the Financing, the application of the proceeds thereof, the payment of the Purchase Price, and the payment of all related fees and expenses), prepared in accordance with Article 11 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC") to the extent applicable or otherwise in a form customary for committed financing transactions of this type.
(iv) Additional Financial Data. Such other pertinent and customary financial, statistical, and operating data relating to the Company and its subsidiaries as Buyer or the Financing Sources may reasonably request, including without limitation information necessary for the preparation of customary bank information memoranda (including a customary confidential information memorandum or "CIM"), lender presentations, and rating agency presentations. For reference, the Company's FY2023 financial profile includes: $0 revenue (the Company being a clinical-stage biopharmaceutical company with no approved products and no product revenue to date), net loss of ($87,300,000), and cash and cash equivalents of $112,400,000 as of March 31, 2024.
(v) Comfort Letter. To the extent reasonably requested by the Financing Sources, the Company shall use commercially reasonable efforts to cause Northbridge to deliver to the Financing Sources one or more customary comfort letters (including "negative assurance" comfort and customary "agreed-upon procedures" letters) with respect to the financial information of the Company and its subsidiaries included in any bank information memorandum, offering document, or other Financing marketing material, in form and substance customary for financing transactions of this type, and the Company shall use commercially reasonable efforts to cause Northbridge to consent to the use of their audit reports in connection therewith.
(b) All financial information delivered pursuant to this Section 2.2 shall comply with GAAP, and, to the extent required by the Financing Sources, shall comply with applicable SEC requirements (including Regulation S-X and Regulation S-K), in each case as of the dates and for the periods indicated. The Company shall use commercially reasonable efforts to ensure that such financial information does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) Buyer acknowledges and agrees that the Company's obligation to deliver financial information under this Section 2.2 is limited to financial information that is reasonably available to the Company or that the Company can prepare without unreasonable burden or expense (taking into account the reimbursement obligations of Buyer under Section 3.3 hereof).
2.3 Management Presentations and Meetings
(a) During the Pre-Closing Period, the Company shall make available its senior management, including the following individuals, to participate in meetings, presentations, and due diligence sessions with the Financing Sources, prospective lenders in any syndication of the Financing, and their respective financial, legal, and other advisors:
(i) Dr. Julian Marek, Chief Executive Officer;
(ii) Dr. Priya Chandrasekaran, Chief Scientific Officer;
(iii) Steven R. Kessler, Chief Financial Officer; and
(iv) Dr. Anne-Marie Fontaine, Vice President, Regulatory Affairs.
(b) Without limiting the generality of the foregoing, such management participation shall include:
(i) a reasonable number of meetings, presentations, and due diligence sessions (whether in person or by videoconference) with the Financing Sources, prospective syndicate lenders, and their advisors, to discuss the Company's business, operations, financial condition, financial projections, clinical pipeline (including, without limitation, VRD-4187 and the VeriTCE platform), regulatory strategy, competitive landscape, and business prospects; and
(ii) road show presentations, lender calls, and other marketing-related presentations, if reasonably required by the Financing Sources in connection with the syndication of the Financing.
(c) The scheduling of all management presentations and meetings shall be mutually agreed upon by Buyer and the Company, with Buyer providing reasonable advance notice of no less than five (5) business days prior to any such presentation or meeting. The Company shall not be required to participate in more than two (2) in-person presentations or meetings per calendar month, unless otherwise mutually agreed. The Company shall use commercially reasonable efforts to accommodate scheduling requests from the Financing Sources, taking into account the availability of the Company's senior management and the needs of the Company's ongoing business operations.
(d) Any presentation materials, slides, or other documents prepared in connection with management presentations shall be subject to the Company's prior review and reasonable approval, and shall be subject to the confidentiality protections set forth in Section 4 hereof.
2.4 Estoppel Certificates and Consents
(a) The Company shall use commercially reasonable efforts to obtain and deliver to Buyer (and, at Buyer's direction, to the Financing Sources) the following:
(i) Landlord Estoppel Certificates. Estoppel certificates in customary form from the landlords under each of the Company's material real property leases, including, without limitation, the lease for the Company's principal offices and laboratory facilities located at 550 Gateway Drive, Cambridge, Massachusetts 02142, in each case confirming, among other things, the absence of any defaults under such leases and the current terms thereof.
(ii) Third-Party Consents. Consents, approvals, or waivers from counterparties to the Company's material contracts (as identified in the SPA Disclosure Schedules) to the extent such consents, approvals, or waivers are required by the terms of such contracts or are reasonably required by the Financing Sources as a condition to the funding of the Financing.
(iii) Other Certificates and Instruments. Such other certificates, consents, instruments, and documents as may be reasonably necessary to satisfy the conditions precedent to the funding of the Financing as set forth in the Commitment Letter or the definitive credit agreement governing the Financing.
(b) The Company shall promptly notify Buyer if it becomes aware that any landlord or counterparty has refused or is unwilling to deliver any estoppel certificate or consent contemplated by this Section 2.4, and the parties shall cooperate in good faith to address any such refusal.
2.5 Access and Due Diligence for Financing Sources
(a) During the Pre-Closing Period, the Company shall provide the Financing Sources and their authorized representatives (including their legal counsel, financial advisors, and consultants) with reasonable access, during normal business hours and upon reasonable prior notice (not less than two (2) business days), to the Company's properties, facilities, books, records, contracts, and personnel, in each case to the extent reasonably necessary in connection with the Financing Sources' due diligence review of the Company and its business in connection with the Financing.
(b) All access provided pursuant to this Section 2.5 shall be subject to the terms and conditions of the Confidentiality Agreement dated March 4, 2024, by and between Buyer and the Company (the "Confidentiality Agreement"), or, in the case of the Financing Sources and their representatives, a separate joinder to the Confidentiality Agreement or a separate confidentiality undertaking in the form attached hereto as Exhibit A (the "Financing Source Confidentiality Joinder"), in each case reasonably acceptable to the Company. Buyer shall ensure that each Financing Source and its representatives have executed and delivered such joinder or undertaking prior to receiving any access to the Company's confidential information.
(c) Without limiting the generality of the foregoing, the Company shall cooperate with due diligence requests from the Financing Sources relating to, among other things:
(i) the Company's workforce, including its approximately one hundred forty-eight (148) employees as of the date hereof, organizational structure, and key personnel;
(ii) the Company's employee benefit plans, including its equity incentive plan and the existing employee stock option pool representing approximately 9.8% of the Company's fully diluted capitalization (the "ESOP Pool");
(iii) the Company's material contracts, including customer agreements, vendor agreements, collaboration agreements, license agreements, and lease agreements;
(iv) the Company's intellectual property portfolio, including patents, patent applications, trade secrets, trademarks, copyrights, and know-how; and
(v) the Company's regulatory filings, clinical trial data, and related regulatory correspondence with the U.S. Food and Drug Administration and other applicable regulatory authorities.
(d) The Company shall designate Steven R. Kessler (CFO) as the primary point of contact for coordinating due diligence requests from the Financing Sources. All due diligence requests shall be directed through Mr. Kessler or his designee, unless otherwise agreed by the Company.
2.6 Documentation Assistance
(a) The Company shall reasonably assist Buyer and the Financing Sources with the preparation, review, negotiation, and execution of the following documentation and deliverables in connection with the Financing:
(i) Marketing Materials. Customary bank information memoranda (including a confidential information memorandum or "CIM"), offering documents, lender presentations, and other marketing materials to be used in connection with the syndication of the Financing, including by providing information regarding the Company's business, operations, financial condition, clinical pipeline, and prospects, and by reviewing and providing comments on drafts of such materials to ensure the accuracy and completeness of the information contained therein relating to the Company.
(ii) Legal Opinions. Customary legal opinions to be delivered by the Company's counsel, Zalcourt Archer & Cole LLP, One Federal Street, 30th Floor, Boston, Massachusetts 02110 (Attn: Rebecca Whitmore), in connection with the Closing of the Financing, including opinions as to the Company's due organization, valid existence, good standing, corporate authority, enforceability, and non-contravention, in each case in customary form and substance for financing transactions of this type.
(iii) Closing Deliverables. Customary closing deliverables required by the Financing Sources in connection with the funding of the Financing at the Closing, including without limitation:
(A) officer's certificates, including a certificate of the Company's Chief Financial Officer as to the solvency of the Company and its subsidiaries on a consolidated basis after giving effect to the Transactions and the Financing;
(B) secretary's certificates, including certified copies of resolutions of the Company's board of directors authorizing the Transactions and the Company's performance under this Side Letter;
(C) certified copies of the Company's organizational documents, including its certificate of incorporation and bylaws (or equivalent governing documents);
(D) certificates of good standing (or equivalent certificates) from the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business;
(E) incumbency certificates with respect to the officers and directors of the Company who are authorized to execute and deliver documents in connection with the Transactions and the Financing; and
(F) such other closing deliverables as may be customary for financing transactions of this type and as may be reasonably requested by the Financing Sources or the Administrative Agent.
(iv) Real Property and Insurance Deliverables. To the extent required by the Financing Sources in connection with the collateral package for the Financing, surveys, title insurance commitments and policies, flood certifications, environmental reports, and insurance certificates with respect to the Company's material real property assets and other material assets, in each case in customary form and substance.
(b) The Company shall use commercially reasonable efforts to facilitate the pledging of collateral and the granting of security interests in the Company's assets (including, as applicable, equity interests in the Company's subsidiaries, intellectual property, personal property, and deposit accounts) to the extent required by the definitive credit agreement governing the Financing; provided, however, that (i) no such pledge or security interest shall become effective prior to the Closing, and (ii) the obligation to grant such security interests shall be conditioned upon and subject to the occurrence of the Closing.
2.7 KYC and Regulatory Compliance
(a) The Company shall provide to Buyer and the Financing Sources such information and documentation as is reasonably requested in connection with applicable "know your customer" requirements and anti-money laundering regulations, including without limitation:
(i) the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") (Title III of Pub. L. 107-56, as amended);
(ii) the Customer Due Diligence Requirements for Financial Institutions, 31 C.F.R. § 1010.230 (the "Beneficial Ownership Regulation"); and
(iii) any other applicable anti-money laundering laws, sanctions laws (including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control), and similar regulatory requirements.
(b) Such information shall include, without limitation, the identity, legal name, address, date of organization, jurisdiction of organization, tax identification number, and beneficial ownership information (including the identities of all natural persons who directly or indirectly own twenty-five percent (25%) or more of the equity interests of the Company) with respect to the Company and each of its subsidiaries.
(c) The Company shall deliver all information required under this Section 2.7 at least ten (10) business days prior to the anticipated Closing Date, or such earlier date as may be reasonably requested by the Financing Sources to permit timely completion of their compliance review processes.
3. Limitations on Cooperation Obligations
3.1 No Obligation to Incur Liability
Notwithstanding anything to the contrary in this Side Letter or the SPA, nothing in this Side Letter shall require the Company or any of its subsidiaries, or any officer, director, employee, agent, or representative of the Company or any of its subsidiaries, or any Seller, to:
(a) execute, deliver, or enter into any agreement, certificate, instrument, document, or other commitment (including any credit agreement, security agreement, pledge agreement, guaranty, or other Financing document) that would be effective prior to the Closing, or that would impose any obligation on the Company or any of its subsidiaries that is not expressly conditioned upon the occurrence of the Closing;
(b) incur any liability, pay any commitment fee, arrangement fee, upfront fee, ticking fee, or other fee, provide any indemnity, or make any other payment in connection with the Financing that is not promptly (and in any event within ten (10) business days of the Company's written demand therefor) reimbursed or indemnified by Buyer in accordance with Sections 3.3 and 3.4 hereof;
(c) take any action that would conflict with or violate (i) the Company's certificate of incorporation, bylaws, or other organizational documents, (ii) any applicable federal, state, or local law, statute, rule, regulation, or order (including applicable securities laws and regulations), or (iii) any material contract, agreement, or instrument to which the Company or any of its subsidiaries is a party or by which any of their respective assets or properties are bound;
(d) provide access to or disclose any information to the extent the provision or disclosure thereof would (i) result in the loss or waiver of any attorney-client privilege, work-product protection, or other legal privilege of the Company or any of its subsidiaries, or (ii) violate any confidentiality obligation binding on the Company or any of its subsidiaries to a third party; provided, that the Company shall use commercially reasonable efforts to provide such information in a manner that does not waive any such privilege or violate any such confidentiality obligation, including by entering into customary joint defense agreements, common-interest agreements, or other protective arrangements; or
(e) prepare or deliver any financial information or financial statements that the Company does not maintain in the ordinary course of business or that would require the engagement of outside accountants or other professionals at the Company's expense (except to the extent Buyer agrees to bear such costs).
3.2 No Obligation to Approve Financing
For the avoidance of doubt, nothing in this Side Letter shall require the Company or any Seller to approve or consent to the terms of the Financing, any Alternative Financing, or any credit agreement, security agreement, or other definitive documentation related thereto. The Company shall have no obligation to become, and shall not be required to become, an obligor, guarantor, pledgor, or grantor under the Financing or any related agreement prior to the Closing. The terms of the Financing shall be determined solely by Buyer and the Financing Sources, and the Company shall not be a party to or have any liability under the Commitment Letter or any credit agreement governing the Financing except as expressly provided in this Side Letter or the SPA.
3.3 Reimbursement of Expenses
(a) Buyer shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses actually incurred by the Company or any of its subsidiaries in connection with the performance of the Company's cooperation obligations set forth in this Side Letter (excluding, for the avoidance of doubt, internal personnel costs, including salaries, benefits, and overhead allocable to the time spent by the Company's employees in connection with such cooperation), including without limitation:
(i) reasonable fees and disbursements of the Company's outside legal counsel, Zalcourt Archer & Cole LLP, incurred in connection with the review, negotiation, and delivery of Financing-related documents, legal opinions, and closing deliverables;
(ii) reasonable fees and expenses of the Company's auditors, Northbridge Accounting Group LLP, incurred in connection with the delivery of comfort letters, consents, and other deliverables contemplated by Section 2.2 hereof; and
(iii) reasonable fees and expenses of other third-party advisors or consultants engaged by the Company at Buyer's request in connection with the cooperation obligations hereunder.
(b) Buyer shall make such reimbursement payments within ten (10) business days after receipt of reasonably detailed invoices or other documentation from the Company evidencing such costs and expenses.
(c) The reimbursement obligations of Buyer under this Section 3.3 shall survive the termination of the SPA and this Side Letter for any reason, and shall not be subject to any cap or limitation.
3.4 Indemnification by Buyer
(a) Buyer shall indemnify, defend, and hold harmless the Company, its subsidiaries, and their respective officers, directors, employees, agents, and representatives (collectively, the "Company Indemnified Parties") from and against any and all losses, damages, claims, liabilities, costs, fees, or expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") suffered or incurred by any Company Indemnified Party arising out of or relating to (i) the Company's cooperation activities under this Side Letter, (ii) the arrangement, syndication, marketing, or consummation of the Financing or any Alternative Financing, or (iii) any information provided by or on behalf of Buyer or the Financing Sources to third parties in connection with the Financing; provided, however, that Buyer shall not be required to indemnify any Company Indemnified Party to the extent that any such Losses are determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Company Indemnified Party's own gross negligence, willful misconduct, or material breach of this Side Letter.
(b) The indemnification obligations of Buyer under this Section 3.4 shall survive the termination of the SPA and this Side Letter for any reason, and shall not be subject to any cap or limitation other than as expressly set forth in this Section 3.4(a).
4. Financing Source Confidentiality
(a) Any confidential information of the Company or any of its subsidiaries provided to the Financing Sources or their representatives in connection with the Financing or the cooperation obligations set forth in this Side Letter shall be subject to confidentiality protections that are substantially consistent with, and no less restrictive than, the terms of the Confidentiality Agreement dated March 4, 2024, by and between Buyer and the Company (the "Confidentiality Agreement").
(b) Prior to providing or causing to be provided any confidential information of the Company or any of its subsidiaries to any Financing Source or any representative thereof, Buyer shall cause each such Financing Source (and, to the extent practicable, each representative of such Financing Source that will have access to such confidential information) to execute and deliver to the Company a customary joinder to the Confidentiality Agreement or a separate confidentiality undertaking substantially in the form of the Financing Source Confidentiality Joinder attached hereto as Exhibit A, in each case in form and substance reasonably acceptable to the Company. For the avoidance of doubt, the Financing Sources identified as of the date hereof are:
(i) Summit Ridge Capital Partners, LP (Lead Arranger) 277 Park Avenue, 40th Floor New York, New York 10172 Lead Contact: Philip Ostrander, Managing Director
(ii) Ironclad Trust Company, N.A. (Administrative Agent) 60 Wall Street New York, New York 10005 Contact: Samantha Hwang, Vice President
(c) Buyer shall be responsible for any breach by the Financing Sources or their representatives of the confidentiality obligations contemplated by this Section 4, and Buyer shall use commercially reasonable efforts to enforce such obligations against the Financing Sources and their representatives.
5. Term Loan Facility — Key Parameters (For Reference)
The following summary of the key terms of the Financing is provided solely for the Company's reference and convenience, and is qualified in its entirety by the terms of the Commitment Letter and the definitive credit agreement governing the Financing. The Company acknowledges that the terms of the Financing are subject to change in accordance with the terms of the Commitment Letter and the SPA. Nothing in this Section 5 shall be construed to impose any obligation on the Company with respect to the terms of the Financing.
For the avoidance of doubt, all commitment fees, ticking fees, arrangement fees, and other fees and expenses payable in connection with the Financing shall be the sole responsibility of Buyer, and the Company shall have no obligation to pay or reimburse any such fees or expenses.
6. Notification Obligations
(a) Company Notification. The Company shall promptly (and in any event within two (2) business days) notify Buyer in writing of any event, development, or circumstance that comes to the attention of the Company's management (including the individuals identified in Section 2.3(a) hereof) that would reasonably be expected to materially impair or delay the Company's ability to fulfill its cooperation obligations under this Side Letter in any material respect, including without limitation any material litigation, regulatory action, financial restatement, or material adverse change in the Company's business, financial condition, or operations that would reasonably be expected to affect the Financing Sources' willingness to fund the Financing.
(b) Buyer Notification. Buyer shall promptly (and in any event within two (2) business days) notify the Company in writing of any material modifications, amendments, waivers, terminations, or replacements of the terms of the Commitment Letter or the Financing, including without limitation any changes to the commitment amount, interest rate, commitment fee, ticking fee, funding conditions, or the identity of the Financing Sources. Buyer shall provide the Company with copies of any such amendments, waivers, or replacement commitment letters promptly upon execution thereof, subject to redaction of fee letters and other commercially sensitive terms to the extent permitted by the SPA.
(c) Notice Procedures. All notices delivered pursuant to this Section 6 shall be in writing and shall be delivered in accordance with the notice provisions of Section 10.1 of the SPA, with copies to:
(i) For Buyer: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166
Attn: Oliver Mackenzie, Partner
Email: omackenzie@calderwoodharkness.com
(ii) For the Company: Zalcourt Archer & Cole LLP One Federal Street, 30th Floor Boston, Massachusetts 02110
Attn: Rebecca Whitmore, Partner
Email: rwhitmore@lathamarcher.com
7. Term and Termination
(a) Effectiveness. This Side Letter shall be effective as of the date first written above (i.e., June 10, 2024) and shall remain in full force and effect during the Pre-Closing Period.
(b) Automatic Termination. This Side Letter shall terminate automatically and without further action by either party upon the earliest to occur of:
(i) the consummation of the Closing;
(ii) the valid termination of the SPA in accordance with the terms of Article VIII thereof; or
(iii) the mutual written agreement of Buyer and the Company to terminate this Side Letter.
(c) Surviving Provisions. Notwithstanding the termination of this Side Letter, the following provisions shall survive any such termination and shall continue in full force and effect in accordance with their respective terms: Section 3.3 (Reimbursement of Expenses), Section 3.4 (Indemnification by Buyer), Section 4 (Financing Source Confidentiality), and Section 9 (Miscellaneous). The survival of such provisions shall not be limited by the termination of the SPA.
8. Remedies
(a) Buyer acknowledges and agrees that its sole and exclusive remedy for any breach or alleged breach by the Company of its obligations under this Side Letter shall be as set forth in the SPA, including without limitation the remedies set forth in Article IX thereof. The Company's cooperation obligations under this Side Letter shall not create any independent right of Buyer to (i) terminate the SPA, (ii) refuse to consummate the Closing, (iii) assert an independent claim for damages outside of the SPA, or (iv) reduce the Purchase Price or any other amount payable under the SPA.
(b) For the avoidance of doubt, the reverse termination fee of forty-five million dollars ($45,000,000) payable by Buyer pursuant to the SPA is payable solely in the event of a "Financing Failure" as defined in the SPA, and the Company's cooperation obligations under this Side Letter shall not affect, limit, or otherwise bear upon the determination of whether a Financing Failure has occurred for purposes of the SPA. In no event shall the Company's compliance or non-compliance with its obligations under this Side Letter relieve Buyer of its obligation to pay the reverse termination fee in circumstances where such fee is otherwise payable under the terms of the SPA.
9. Miscellaneous
9.1 Governing Law
This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing is consistent with and subject to the same terms as Section 10.6 of the SPA.
9.2 Jurisdiction.  Any action, suit, or proceeding arising out of or relating to this Side Letter or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, in the United States District Court for the District of Delaware, or, if such federal court declines to accept jurisdiction, in any state court of the State of Delaware), and each party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. The foregoing is consistent with Section 10.6 of the SPA.
9.3 Third-Party Beneficiaries
The Financing Sources — specifically, Summit Ridge Capital Partners, LP and Ironclad Trust Company, N.A. — shall be express third-party beneficiaries of Sections 2 through 5 (inclusive) of this Side Letter and shall be entitled to enforce the rights and obligations set forth therein as if they were parties hereto. Except as expressly provided in the immediately preceding sentence, nothing in this Side Letter, whether express or implied, is intended to or shall confer upon any person (other than the parties hereto, their respective successors and permitted assigns, and the Financing Sources to the extent set forth above) any legal or equitable right, benefit, or remedy of any nature under or by reason of this Side Letter.
9.4 Amendment and Waiver
No amendment, modification, supplement, or waiver of any provision of this Side Letter, and no consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by Buyer and the Company. No waiver by any party of any right hereunder shall operate as a waiver of any other right, and no single or partial exercise of any right shall preclude any other or further exercise thereof. Any amendment, modification, or waiver of Sections 2 through 5 of this Side Letter that would be adverse to the rights of the Financing Sources shall also require the prior written consent of the affected Financing Sources.
9.5 Entire Agreement
This Side Letter, together with the SPA and the other transaction documents delivered in connection therewith (including the Confidentiality Agreement and the exhibits and schedules thereto), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof.
9.6 Counterparts.  This Side Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Side Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
9.7 Assignment.  Neither this Side Letter nor any right, interest, or obligation hereunder may be assigned by either party without the prior written consent of the other party hereto; provided, however, that Buyer may, without the prior written consent of the Company, assign any or all of its rights (but not its obligations) under this Side Letter to (a) any Financing Source or (b) any direct or indirect wholly owned subsidiary of Buyer, in each case so long as such assignment does not relieve Buyer of any of its obligations hereunder. Any attempted assignment in violation of this Section 9.7 shall be null and void and of no force or effect.
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
If the foregoing accurately reflects our mutual understanding and agreement with respect to the matters set forth herein, please confirm your acknowledgment and agreement by executing and returning a counterpart of this Side Letter to the undersigned.
Very truly yours,
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Dr. Anand Rajagopal
Title: Chief Executive Officer
Date: June 10, 2024
ACKNOWLEDGED AND AGREED:
VERIDIAN BIOSCIENCES, INC.
By: ________
Name: Dr. Julian Marek
Title: Chief Executive Officer
Date: June 10, 2024
ENCLOSURES / EXHIBITS
The following exhibits and enclosures are referenced in this Side Letter:
1.  Exhibit A — Form of Financing Source Confidentiality Joinder (attached hereto)
2.  Commitment Letter dated June 7, 2024 (Reference No. CL-2024-PPCA-0607) — (referenced herein but not attached; separately provided to the Company under separate cover on June 7, 2024)
Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166 Oliver Mackenzie, Partner Megan Chu, Associate
Parameter | Details
Commitment Amount | $500,000,000
Administrative Agent | Ironclad Trust Company, N.A.
Lead Arranger | Summit Ridge Capital Partners, LP
Interest Rate | Secured Overnight Financing Rate ("SOFR") + 225 basis points per annum
Commitment Fee | 0.35% per annum on unfunded commitments ($1,750,000 per year, based on the full $500,000,000 commitment amount)
Ticking Fee | 0.175% per annum, commencing ninety (90) days after the date of the SPA (i.e., September 8, 2024), payable on unfunded commitments
Commitment Letter Reference | CL-2024-PPCA-0607 (dated June 7, 2024)
Financing Commitment Expiration | Co-terminous with the SPA Outside Date (December 10, 2024), subject to the terms and conditions of the Commitment Letter

June 10, 2024

CONFIDENTIAL

SIDE LETTER RE: FINANCING COOPERATION OBLIGATIONS

PENTERRA PHARMACEUTICALS CORP.

ACKNOWLEDGED AND AGREED:

VERIDIAN BIOSCIENCES, INC.

ENCLOSURES / EXHIBITS

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