1018-00008 · Penterra Pharmaceuticals Corp · Transaction Documents

stockholder-written-consent-form.docx DOCUMENT M&A / Corporate

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WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT

IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS OF VERIDIAN BIOSCIENCES, INC., A DELAWARE CORPORATION

Pursuant to Section 228 of the Delaware General Corporation Law ("DGCL") and the Amended and Restated Certificate of Incorporation and Bylaws of Veridian Biosciences, Inc.

Dated as of: [Insert Date of Execution]

Prepared by Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166

WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT

PREAMBLE

The undersigned, [Insert Full Legal Name of Stockholder] (the "Stockholder"), is the record holder and/or beneficial owner of [Insert Number] shares of [Insert Class/Series of Stock, e.g., Series A Preferred Stock, Series B Preferred Stock, Common Stock, etc.] of Veridian Biosciences, Inc., a Delaware corporation (the "Company"), representing approximately [Insert]% of the outstanding capital stock of the Company on a fully diluted basis. Each stockholder executing a counterpart of this Written Consent and Joinder Agreement must identify all classes and series of capital stock of the Company held by such stockholder as of the date hereof.

RECITALS

WHEREAS:

A. The Stock Purchase Agreement. The Company, the stockholders of the Company listed on the signature pages thereto (collectively, the "Sellers"), Penterra Pharmaceuticals Corp., a Delaware corporation ("Buyer"), and David Ng, in his capacity as Stockholder Representative (the "Stockholder Representative"), have entered into that certain Stock Purchase Agreement, dated as of June 10, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Stock Purchase Agreement" or "SPA"). The SPA provides for the purchase by Buyer of one hundred percent (100%) of the outstanding capital stock of the Company for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), subject to the terms and conditions set forth therein, including customary purchase price adjustments for working capital, indebtedness, cash, and transaction expenses. The transactions contemplated by the SPA are referred to herein as the "Transactions."

B. The Escrow Agreement. In connection with the SPA, Buyer, the Stockholder Representative, and Fidelis National Escrow Corp., a Florida corporation (the "Escrow Agent"), have entered into that certain Escrow Agreement, dated as of June 10, 2024 (the "Escrow Agreement"), providing for the deposit at the Closing (as defined in the SPA) of (i) One Hundred Eighty Million Dollars ($180,000,000) as an indemnification escrow (the "Indemnification Escrow Amount"), representing twenty percent (20%) of the Purchase Price, and (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) as a stockholder representative expense fund (the "Expense Fund"), to be held and distributed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement.

C. The Stockholder Representative Agreement. In connection with the SPA, the Sellers, including the Stockholder, and the Stockholder Representative have entered into or are entering into that certain Stockholder Representative Agreement, dated as of June 10, 2024 (the "Stockholder Representative Agreement"), pursuant to which David Ng, Managing Partner of Crestline Ventures, LP, has been appointed as the Stockholder Representative to act on behalf of the Sellers with respect to all post-closing indemnification matters and other obligations arising under the SPA, the Escrow Agreement, and the other ancillary agreements and documents executed in connection therewith.

D. Stockholder Consent Requirement. The Board of Directors of the Company (the "Board") has, at a meeting duly called and held on June 7, 2024, unanimously (i) approved and declared advisable the Transactions contemplated by the SPA, (ii) determined that the terms of the SPA and the Transactions are fair to and in the best interests of the Company and its stockholders, and (iii) resolved to recommend that the stockholders of the Company approve and adopt the SPA and the Transactions. Section 228 of the Delaware General Corporation Law (the "DGCL") permits stockholder action by written consent in lieu of a meeting, provided that such consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Amended and Restated Certificate of Incorporation and the Bylaws of the Company do not restrict or prohibit action by written consent of the stockholders.

E. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement, which meanings are hereby incorporated by reference.

NOW, THEREFORE, the Stockholder, intending to be legally bound, hereby consents to, approves, and agrees to the following:

SECTION 1 — APPROVAL AND ADOPTION OF THE STOCK PURCHASE AGREEMENT AND THE TRANSACTIONS

1.1 Approval of the Stock Purchase Agreement.

The Stockholder hereby approves and adopts the Stock Purchase Agreement, dated as of June 10, 2024, in all respects, including all exhibits, schedules, disclosure schedules, and ancillary documents attached thereto or delivered pursuant thereto or contemplated thereby. The Stockholder acknowledges that the Stockholder has received, reviewed, and had a full opportunity to review the SPA and all exhibits, schedules, and ancillary documents thereto, and has had the opportunity to consult with legal, financial, tax, and other advisors of the Stockholder's choosing with respect to the SPA and the Transactions. The Stockholder's approval and adoption of the SPA shall constitute the Stockholder's written consent to the SPA and the Transactions within the meaning of Section 228 of the DGCL.

1.2 Approval of the Transactions.

The Stockholder hereby approves the consummation of the Transactions contemplated by the SPA, including, without limitation, the sale of one hundred percent (100%) of the issued and outstanding capital stock of the Company to Buyer for the Purchase Price of Nine Hundred Million Dollars ($900,000,000) in cash, subject to customary adjustments as set forth in the SPA, and all other transactions, agreements, arrangements, and actions contemplated by or necessary or desirable to effectuate the purposes of the SPA. The Stockholder acknowledges that the Purchase Price is subject to adjustment for, among other things, estimated working capital, closing indebtedness, closing cash, and unpaid transaction expenses, all as set forth in the SPA, and that the final Purchase Price may differ from the initial Purchase Price.

1.3 Approval of the Escrow Arrangements.

The Stockholder hereby approves the escrow arrangements set forth in the SPA and the Escrow Agreement, including:

(a) the deposit of the Indemnification Escrow Amount of One Hundred Eighty Million Dollars ($180,000,000), representing twenty percent (20%) of the Purchase Price, with the Escrow Agent at the Closing, to be held, invested, and distributed in accordance with the terms and conditions of the Escrow Agreement and the indemnification provisions of Article IX of the SPA; and

(b) the deposit of the Expense Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) with the Escrow Agent at the Closing, to be held, invested, and distributed for the account of the Stockholder Representative in accordance with the terms of the Stockholder Representative Agreement and the Escrow Agreement.

The Stockholder acknowledges and agrees that the Net Closing Payment to the Sellers (calculated as the Purchase Price of $900,000,000, minus the Indemnification Escrow Amount of $180,000,000, minus the Expense Fund of $2,500,000, equaling Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000), subject to further adjustment as provided in the SPA) will be reduced by the Indemnification Escrow Amount and the Expense Fund, and that the Stockholder's pro rata share of such Net Closing Payment shall be determined in accordance with the allocation methodology set forth in the SPA. The Stockholder further acknowledges that the Indemnification Escrow Amount and the Expense Fund serve as the primary (but, in certain specified circumstances, not exclusive) source of recovery for Buyer's indemnification claims under the SPA, and that the Stockholder's pro rata share of such amounts may be reduced, forfeited, or distributed in accordance with the terms of the SPA and the Escrow Agreement.

1.4 Approval of the Stockholder Representative Appointment.

The Stockholder hereby approves the appointment of David Ng as the Stockholder Representative and approves the terms and conditions of the Stockholder Representative Agreement in all respects. The Stockholder acknowledges that the Stockholder Representative has been selected by the holders of a majority of the outstanding capital stock of the Company and that the appointment of the Stockholder Representative is a condition to the Closing under the SPA.

SECTION 2 — JOINDER TO THE STOCK PURCHASE AGREEMENT

2.1 Joinder as a Seller.

The Stockholder hereby agrees to be bound by the Stock Purchase Agreement as a "Seller" thereunder, with the same force and effect as if the Stockholder were an original signatory to the SPA. The Stockholder agrees to be bound by and comply with all representations, warranties, covenants, agreements, and obligations of the Sellers set forth in the SPA, subject to the terms and conditions, and the limitations on liability, set forth therein.

Without limiting the generality of the foregoing, the Stockholder hereby agrees to sell, transfer, assign, convey, and deliver to Buyer, or its designee, at the Closing all of the shares of Company capital stock held by the Stockholder (whether evidenced by certificate or book-entry, and including any shares acquired after the date hereof and prior to the Closing), free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, claims, options, preemptive rights, rights of first refusal, proxies, voting agreements, voting trusts, and restrictions of any kind (other than restrictions arising under applicable federal and state securities laws and the Company's Amended and Restated Certificate of Incorporation and Bylaws), against payment of the Stockholder's pro rata share of the Net Closing Payment and the Stockholder's pro rata share of the Indemnification Escrow Amount and the Expense Fund (collectively, the Stockholder's allocable portion of the Purchase Price), all in accordance with the terms of the SPA.

2.2 Representations and Warranties of the Stockholder.

The Stockholder hereby makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date (except where a representation or warranty is specifically made as of a specified date, in which case such representation or warranty is made only as of such specified date):

(a) Organization and Authority.

[If the Stockholder is an entity:] The Stockholder is a [Insert Entity Type, e.g., corporation, limited liability company, limited partnership, trust] duly organized, validly existing, and in good standing under the laws of [Insert Jurisdiction of Organization]. The Stockholder has all requisite [corporate, limited liability company, partnership, trust] power and authority to execute, deliver, and perform this Written Consent and Joinder Agreement and to consummate the transactions contemplated hereby.

[If the Stockholder is a natural person:] The Stockholder is a natural person with full legal capacity to execute, deliver, and perform this Written Consent and Joinder Agreement and to consummate the transactions contemplated hereby.

(b) Authorization.

The execution, delivery, and performance of this Written Consent and Joinder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary [corporate, partnership, limited liability company, trust, or individual] action on the part of the Stockholder. No additional [corporate, partnership, limited liability company, trust, or other] proceedings, approvals, or consents on the part of the Stockholder are necessary to authorize the execution, delivery, and performance of this Written Consent and Joinder Agreement or the consummation of the transactions contemplated hereby. This Written Consent and Joinder Agreement has been duly and validly executed and delivered by the Stockholder and constitutes the legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

The execution, delivery, and performance of this Written Consent and Joinder Agreement by the Stockholder, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or result in a breach or violation of any provision of any organizational documents, charter, bylaws, operating agreement, partnership agreement, trust agreement, or similar governing instrument of the Stockholder (if applicable), (ii) conflict with, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, give rise to any right of termination, cancellation, acceleration, or modification under, or require any consent or approval under, any contract, agreement, note, bond, mortgage, indenture, lease, license, permit, or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets is bound, or (iii) violate any applicable law, statute, regulation, rule, ordinance, order, judgment, injunction, decree, or other governmental restriction applicable to the Stockholder.

(d) Title to Shares.

The Stockholder is the sole record and/or beneficial owner of the shares of Company capital stock set forth in the preamble hereto and on the signature page hereto, free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, claims, options, preemptive rights, rights of first refusal, proxies, voting agreements, voting trusts, and restrictions of any kind (other than restrictions arising under applicable federal and state securities laws and the Company's Amended and Restated Certificate of Incorporation and Bylaws). The Stockholder has the sole right and full power and authority to sell, assign, transfer, convey, and deliver such shares to Buyer at the Closing, and upon delivery of such shares to Buyer at the Closing in accordance with the terms of the SPA, Buyer will acquire good, valid, and marketable title to such shares, free and clear of all liens, encumbrances, pledges, security interests, and restrictions (other than restrictions arising under applicable securities laws). The Stockholder does not hold, and is not entitled to acquire, any shares of capital stock or other equity securities of the Company, or any options, warrants, convertible securities, or other rights to acquire shares of capital stock or other equity securities of the Company, other than those set forth in the preamble hereto and on the signature page hereto.

(e) No Litigation.

There is no action, suit, claim, proceeding, arbitration, or investigation pending or, to the Stockholder's knowledge, threatened against the Stockholder before any court, governmental authority, arbitrator, or other tribunal that (i) would impair or delay the Stockholder's ability to perform its obligations under this Written Consent and Joinder Agreement or the SPA or to consummate the transactions contemplated hereby or thereby, or (ii) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the Transactions.

(f) Brokers.

No broker, finder, financial advisor, or investment banker (other than Ridgeway Partners LLC, which has been engaged by the Company and whose fees and expenses will be paid by the Company at or prior to the Closing as a Transaction expense) is entitled to any brokerage, finder's, financial advisory, or similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Stockholder.

2.3 Pro Rata Share.

The Stockholder's "Pro Rata Share" for purposes of the allocation of the Purchase Price, the Indemnification Escrow Amount, the Expense Fund, and any indemnification obligations under Article IX of the SPA shall be determined in accordance with the methodology set forth in Section [Insert applicable SPA section] of the SPA, based on the number of shares of Company capital stock held by the Stockholder as a percentage of the total number of outstanding shares of Company capital stock on a fully diluted basis (taking into account, to the extent applicable, the conversion of all outstanding convertible securities, the exercise of all outstanding options, warrants, and other rights to acquire shares of Company capital stock, and the liquidation preferences, participation rights, and conversion ratios applicable to any series of preferred stock, in each case as set forth in the Company's Amended and Restated Certificate of Incorporation and the allocation waterfall set forth in the SPA).

The Stockholder's Pro Rata Share is: [Insert Pro Rata Share Percentage: __]%.

SECTION 3 — JOINDER TO THE ESCROW AGREEMENT

3.1 Acknowledgment and Agreement.

The Stockholder hereby acknowledges the terms and conditions of the Escrow Agreement and agrees to be bound thereby to the extent applicable to the Sellers. Without limiting the generality of the foregoing, the Stockholder acknowledges and agrees to the following:

(a) the deposit and investment of the Indemnification Escrow Amount of One Hundred Eighty Million Dollars ($180,000,000) and the Expense Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) with Fidelis National Escrow Corp. as Escrow Agent, to be held in one or more segregated escrow accounts in accordance with the terms of the Escrow Agreement;

(b) the claim and distribution procedures set forth in the Escrow Agreement, including the procedures for the submission of indemnification claims by Buyer, the response and objection procedures available to the Stockholder Representative on behalf of the Sellers, and the resolution of disputed claims;

(c) the release of escrow funds in accordance with the terms of the Escrow Agreement and the indemnification provisions of Article IX of the SPA, including (i) the release of any remaining balance of the Indemnification Escrow Amount to the Sellers (on a pro rata basis) on the date that is eighteen (18) months after the Closing Date (or such later date as may be applicable with respect to then-pending and unresolved claims), and (ii) the release of any remaining balance of the Expense Fund to the Sellers (on a pro rata basis) following the resolution of all pending matters under the SPA and the Escrow Agreement; and

(d) the investment of the Indemnification Escrow Amount and the Expense Fund in accordance with the investment guidelines set forth in the Escrow Agreement, and the allocation of any interest, dividends, and other earnings on such amounts to the Sellers and Buyer as provided therein.

3.2 Indemnification Obligations.

The Stockholder acknowledges and agrees that the Stockholder's indemnification obligations under Article IX of the SPA are as follows:

(a) General Indemnification Cap. The aggregate liability of the Sellers for indemnification claims arising from breaches of representations and warranties of the Company or the Sellers set forth in the SPA (other than Fundamental Representations and Tax Representations) shall not exceed One Hundred Eighty Million Dollars ($180,000,000), which is equal to twenty percent (20%) of the Purchase Price. The sole source of recovery for such general indemnification claims shall be the Indemnification Escrow Amount, and the Sellers shall have no further personal liability with respect thereto (except as otherwise expressly provided in the SPA with respect to fraud or willful breach).

(b) Tipping Basket. The Sellers shall not be liable for any indemnification claims arising from breaches of general representations and warranties until the aggregate amount of all indemnifiable losses exceeds Nine Million Dollars ($9,000,000), which is equal to one percent (1%) of the Purchase Price (the "Basket Amount"), at which point the Sellers shall be liable for all indemnifiable losses from the first dollar, subject to the general indemnification cap described in clause (a) above.

(c) Fundamental Representations Cap. In the case of indemnification claims arising from breaches of Fundamental Representations (as defined in the SPA), the aggregate liability of the Sellers shall not exceed one hundred percent (100%) of the Purchase Price, or Nine Hundred Million Dollars ($900,000,000), and recovery for such claims may be made first from the Indemnification Escrow Amount and, to the extent the Indemnification Escrow Amount is insufficient, directly from the Sellers on a several (and not joint) basis in proportion to their respective Pro Rata Shares.

The Stockholder further acknowledges and agrees to the following survival periods for representations and warranties under the SPA:

(i) General representations and warranties of the Company and the Sellers shall survive the Closing for a period of eighteen (18) months following the Closing Date.

(ii) Fundamental Representations shall survive the Closing for the full applicable statute of limitations (including any extensions or waivers thereof) plus sixty (60) days.

(iii) Tax Representations shall survive the Closing for the full applicable statute of limitations (including any extensions or waivers thereof) plus sixty (60) days.

All indemnification claims must be asserted in writing prior to the expiration of the applicable survival period, failing which such claims shall be forever barred. For the avoidance of doubt, the Stockholder's indemnification obligations under the SPA are several and not joint, and the Stockholder shall be liable only to the extent of the Stockholder's Pro Rata Share of any indemnifiable losses.

SECTION 4 — JOINDER TO THE STOCKHOLDER REPRESENTATIVE AGREEMENT

4.1 Appointment and Authorization.

The Stockholder hereby irrevocably (subject to the replacement provisions set forth in the Stockholder Representative Agreement) appoints and designates David Ng as the Stockholder Representative, with full power and authority to act on behalf of the Stockholder in connection with the following matters:

(a) all matters arising under or relating to the indemnification provisions of the SPA (Article IX), including the receipt, review, response to, contest of, settlement, compromise, or payment of any indemnification claims asserted by Buyer or the Buyer Indemnified Parties;

(b) all matters arising under or relating to the Escrow Agreement, including the authorization of releases from the Indemnification Escrow Amount and the Expense Fund, the objection to or approval of proposed distributions, and the negotiation and resolution of any disputes relating to escrow funds;

(c) any disputes, claims, demands, negotiations, arbitrations, mediations, or litigation arising under or relating to the SPA, the Escrow Agreement, the Stockholder Representative Agreement, or any ancillary agreement or document executed in connection therewith;

(d) any amendments, modifications, waivers, consents, or elections under the SPA, the Escrow Agreement, the Stockholder Representative Agreement, or any ancillary agreement or document, to the extent that the Stockholder Representative is authorized to grant the same on behalf of the Sellers;

(e) the engagement, retention, and compensation of legal counsel, accountants, financial advisors, and other professionals on behalf of the Sellers in connection with any of the foregoing matters; and

(f) all other actions, decisions, and determinations contemplated by the Stockholder Representative Agreement, including the execution and delivery of any documents, agreements, instruments, receipts, releases, and certificates on behalf of the Sellers as may be reasonably necessary or desirable in connection with the foregoing.

4.2 Binding Effect.

The Stockholder acknowledges and agrees that all actions taken, decisions made, and agreements entered into by the Stockholder Representative within the scope of the authority granted under the Stockholder Representative Agreement shall be final, conclusive, and binding upon the Stockholder as if taken, made, or entered into by the Stockholder directly, and the Stockholder shall not have the right to object to, dispute, disavow, or otherwise challenge any such action, decision, or agreement. The Stockholder further acknowledges that Buyer and the Escrow Agent shall be entitled to rely upon any action, decision, instruction, or direction of the Stockholder Representative as being the action, decision, instruction, or direction of the Stockholder, without any duty of inquiry or investigation. The grant of authority provided for in this Section 4 is coupled with an interest and is irrevocable (subject to the replacement provisions of the Stockholder Representative Agreement) and shall not be affected by the death, disability, incapacity, dissolution, liquidation, or bankruptcy of the Stockholder.

4.3 Expense Fund.

The Stockholder acknowledges that the Expense Fund in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) will be deposited with the Escrow Agent at the Closing for use by the Stockholder Representative to pay costs and expenses reasonably incurred in connection with the performance of his duties under the Stockholder Representative Agreement, including, without limitation, fees and expenses of legal counsel, accountants, financial advisors, and other professionals, travel expenses, out-of-pocket costs, and any other costs and expenses approved by the Stockholder Representative in the exercise of his reasonable judgment. The Stockholder's Pro Rata Share of the Expense Fund shall be deducted from the Stockholder's allocable portion of the Purchase Price at the Closing. Any remaining balance of the Expense Fund following the final resolution of all outstanding matters under the SPA and the Escrow Agreement shall be distributed to the Sellers (including the Stockholder) in proportion to their respective Pro Rata Shares.

4.4 Indemnification of Stockholder Representative.

The Stockholder agrees, severally and not jointly, to indemnify and hold harmless the Stockholder Representative from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by the Stockholder Representative in connection with the acceptance of his appointment as Stockholder Representative, the performance or non-performance of his duties thereunder, and the exercise or non-exercise of his rights, powers, and authority under the Stockholder Representative Agreement, except to the extent that such losses, claims, damages, liabilities, costs, or expenses result from the Stockholder Representative's gross negligence, bad faith, willful misconduct, or fraud. The Stockholder's indemnification obligation under this Section 4.4 shall be limited to the Stockholder's Pro Rata Share of any such indemnifiable losses, claims, damages, liabilities, costs, and expenses, and shall be in accordance with and subject to the further terms and limitations set forth in the Stockholder Representative Agreement.

SECTION 5 — ADDITIONAL COVENANTS AND AGREEMENTS

5.1 No Transfer of Shares.

From the date hereof until the earlier of (x) the Closing and (y) the valid termination of the SPA in accordance with its terms, the Stockholder shall not, directly or indirectly, (a) sell, transfer, assign, pledge, hypothecate, encumber, grant a security interest in, or otherwise dispose of (whether by operation of law or otherwise) any shares of Company capital stock held by the Stockholder, or any interest therein, (b) grant any proxy, power of attorney, or other authorization or consent with respect to any such shares, (c) deposit any such shares into a voting trust or enter into any voting agreement, stockholder agreement, or similar arrangement with respect to any such shares, or (d) enter into any contract, option, commitment, or other agreement or arrangement of any kind with respect to any of the foregoing, in each case without the prior written consent of Buyer. Any attempted transfer, disposition, or encumbrance in violation of this Section 5.1 shall be null and void ab initio.

5.2 No Solicitation.

The Stockholder shall not, and shall cause his, her, or its representatives, agents, and affiliates not to, directly or indirectly, (a) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry, proposal, indication of interest, or offer relating to any Acquisition Proposal (as defined in Section 5.4 of the SPA), (b) participate in any discussions or negotiations regarding, or furnish or cause to be furnished any non-public information to any person or entity in connection with, any Acquisition Proposal, (c) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or similar agreement relating to any Acquisition Proposal, or (d) take any action that would, or would reasonably be expected to, lead to or facilitate any Acquisition Proposal. The Stockholder shall promptly notify Buyer and the Company (in writing) of any Acquisition Proposal or inquiry with respect thereto received by the Stockholder or any of the Stockholder's representatives, agents, or affiliates after the date hereof, including the material terms thereof and the identity of the person making such proposal or inquiry. The Stockholder's obligations under this Section 5.2 are consistent with and supplementary to the no-shop provisions set forth in Section 5.4 of the SPA.

5.3 Cooperation. The Stockholder shall use reasonable best efforts to cooperate with Buyer, the Company, and the Stockholder Representative in connection with the consummation of the Transactions, including by (a) executing and delivering, at or prior to the Closing, such additional documents, instruments, certificates, and agreements as may be reasonably requested by Buyer, the Company, or the Stockholder Representative, including the stock power and assignment substantially in the form attached hereto as Exhibit A and the stockholder information schedule attached hereto as Exhibit B, (b) providing such information, certifications, and documentation as may be reasonably requested in connection with regulatory filings, third-party consents, and other approvals required for the consummation of the Transactions, and (c) taking such further actions as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of the SPA and the Transactions.

5.4 Tax Matters.

The Stockholder acknowledges that the Transactions are structured as a stock purchase and that the tax consequences of the Transactions to the Stockholder will depend upon the Stockholder's individual tax circumstances. The Stockholder acknowledges that neither Buyer, the Company, the Stockholder Representative, nor any of their respective counsel or advisors has made any representation or warranty to the Stockholder regarding the tax consequences of the Transactions to the Stockholder, and the Stockholder has been advised to consult with the Stockholder's own tax advisors regarding such matters. The Stockholder agrees that the Sellers are responsible for all transfer taxes, stamp taxes, documentary taxes, and similar taxes and duties arising in connection with the sale and transfer of the shares of Company capital stock to Buyer, pursuant to Section 6.8 of the SPA. The Stockholder further agrees to cooperate with Buyer in connection with any pre-closing tax matters and any tax elections contemplated by the SPA, including, without limitation, any Section 338 election or similar election, and to execute and deliver any tax-related documents, forms, or certifications (including IRS Forms W-9 or W-8, as applicable, and any applicable state or local tax forms) reasonably requested by Buyer or the Stockholder Representative.

5.5 Confidentiality. The Stockholder shall maintain the confidentiality of the terms of the SPA, this Written Consent and Joinder Agreement, the Escrow Agreement, the Stockholder Representative Agreement, and all related transaction documents and information, and shall not disclose any such terms or information to any person or entity, except (a) as required by applicable law, regulation, governmental order, or legal process (in which case the Stockholder shall, to the extent legally permitted, provide Buyer with prior written notice of such required disclosure and cooperate with Buyer to seek a protective order or other appropriate remedy), (b) to the Stockholder's legal counsel, financial advisors, tax advisors, and other professional advisors who have a need to know such information and who are bound by obligations of confidentiality, (c) to the Stockholder's spouse or immediate family members, trustees, or beneficiaries (in the case of a trust) who have a need to know such information and who agree to maintain the confidentiality thereof, or (d) as otherwise permitted under the confidentiality provisions of the SPA.

SECTION 6 — GENERAL PROVISIONS

6.1 Governing Law.

This Written Consent and Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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.

6.2 Jurisdiction. Any action, suit, or proceeding arising out of or relating to this Written Consent and Joinder Agreement or the transactions contemplated hereby shall be brought and maintained 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 over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware), consistent with Section 10.6 of the SPA. The Stockholder hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action, suit, or proceeding. The Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, (a) any claim that the Stockholder is not personally subject to the jurisdiction of any such court, (b) any claim that any such action, suit, or proceeding has been brought in an inconvenient forum, and (c) any claim that the venue of any such action, suit, or proceeding is improper. The Stockholder agrees that service of process in any such action, suit, or proceeding may be made by delivery of such process in accordance with the notice provisions set forth in Section 6.9 hereof.

6.3 Waiver of Jury Trial.

THE STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WRITTEN CONSENT AND JOINDER AGREEMENT, THE SPA, THE ESCROW AGREEMENT, THE STOCKHOLDER REPRESENTATIVE AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO OR THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS WRITTEN CONSENT AND JOINDER AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. THE STOCKHOLDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR BUYER TO ENTER INTO THE SPA AND TO CONSUMMATE THE TRANSACTIONS.

6.4 Entire Agreement.

This Written Consent and Joinder Agreement, together with the SPA, the Escrow Agreement, the Stockholder Representative Agreement, and the other ancillary agreements, exhibits, schedules, and documents contemplated thereby, constitutes the entire agreement of the Stockholder with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, of the Stockholder with respect to such subject matter. There are no warranties, representations, or other agreements between or among the parties in connection with the subject matter hereof except as specifically set forth herein and in the SPA and the other transaction documents.

6.5 Amendments and Waivers.

This Written Consent and Joinder Agreement may not be amended, modified, supplemented, or waived except by an instrument in writing signed by Buyer and the Stockholder Representative (acting on behalf of the Sellers in accordance with the Stockholder Representative Agreement). No waiver of any provision of this Written Consent and Joinder Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision shall operate or be construed as a waiver of any other provision, and no waiver of any provision shall operate or be construed as a continuing waiver unless expressly so provided. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

6.6 Severability. If any term, provision, covenant, or restriction of this Written Consent and Joinder Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Written Consent and Joinder Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Written Consent and Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

6.7 Successors and Assigns.

This Written Consent and Joinder Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, personal representatives, and legal representatives. The Stockholder may not assign, delegate, or otherwise transfer any of its rights or obligations under this Written Consent and Joinder Agreement without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer in violation of this Section 6.7 shall be null and void. Buyer may assign its rights (but not its obligations) under this Written Consent and Joinder Agreement to any affiliate of Buyer or to any successor in interest to all or substantially all of the business or assets of Buyer, without the consent of the Stockholder; provided that no such assignment shall relieve Buyer of its obligations hereunder.

6.8 Counterparts. This Written Consent and Joinder Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Written Consent and Joinder Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) shall be effective as delivery of a manually executed original counterpart of this Written Consent and Joinder Agreement.

6.9 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Written Consent and Joinder Agreement shall be in writing and shall be deemed given and effective (a) when delivered personally, (b) when sent by confirmed electronic mail (with a copy sent by another method specified herein), (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after being sent via a nationally recognized overnight courier service, in each case addressed as follows:

If to Buyer:

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

Attention: Thomas F. Holbrook, General Counsel

Email: tholbrook@penterra.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166

Attention: Oliver Mackenzie

Email: omackenzie@calderwoodharkness.com

If to the Stockholder Representative:

David Ng, Stockholder Representative c/o Crestline Ventures, LP [Insert Address] [Insert Email Address]

With a copy (which shall not constitute notice) to:

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

Attention: Rebecca Whitmore

Email: rwhitmore@lathamarcher.com

If to the Stockholder:

[Insert Stockholder Name] [Insert Address] [Insert Email Address]

or to such other address as a party may designate by written notice to the other parties in accordance with this Section 6.9.

6.10 Further Assurances.

The Stockholder agrees to execute and deliver, from time to time, such further documents, instruments, certificates, and agreements, and to take such further actions, as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Written Consent and Joinder Agreement, the SPA, and the Transactions contemplated hereby and thereby, and to vest in Buyer full and complete right, title, and interest in and to the shares of Company capital stock held by the Stockholder.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT VERIDIAN BIOSCIENCES, INC.

IN WITNESS WHEREOF, the undersigned Stockholder has executed this Written Consent and Joinder Agreement as of the date first set forth above.

FOR INDIVIDUAL STOCKHOLDERS:

________________________________________

Name: [Insert Name]

Date: [Insert Date]

Address for Notices: [Insert Address] [Insert Email Address]

Shares Held: [Insert Number] shares of [Insert Class/Series]

Pro Rata Share: [Insert]%

FOR ENTITY STOCKHOLDERS:

[INSERT FULL LEGAL NAME OF ENTITY STOCKHOLDER]

By: ________

Name: [Insert Name of Authorized Signatory]

Title: [Insert Title]

Date: [Insert Date]

Address for Notices: [Insert Address] [Insert Email Address]

Shares Held: [Insert Number] shares of [Insert Class/Series]

Pro Rata Share: [Insert]%

EXHIBIT A

FORM OF STOCK POWER AND ASSIGNMENT

(IRREVOCABLE)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers, and delivers unto Penterra Pharmaceuticals Corp., a Delaware corporation, and its successors and assigns (the "Assignee"), the following shares of capital stock of Veridian Biosciences, Inc., a Delaware corporation (the "Company"):

The undersigned hereby irrevocably constitutes and appoints the Secretary or any Assistant Secretary of the Company, or any officer or authorized representative of the Assignee, as the undersigned's true and lawful attorney-in-fact, with full power of substitution, to transfer the above-described shares on the books of the Company, with full power and authority to execute and deliver any and all necessary documents and instruments and to take any and all actions necessary or appropriate to effect such transfer.

The undersigned represents and warrants that the undersigned is the sole record and/or beneficial owner of the shares described above, free and clear of all liens, encumbrances, pledges, security interests, claims, options, and restrictions (other than restrictions arising under applicable securities laws), and that the undersigned has the full right, power, and authority to sell, assign, transfer, and deliver such shares to the Assignee.

This Stock Power and Assignment is irrevocable and is made in connection with the Stock Purchase Agreement, dated as of June 10, 2024, by and among the Assignee, the Company, the stockholders of the Company, and David Ng, in his capacity as Stockholder Representative.

Dated: [Insert Date]

________________________________________

Name: [Insert Name of Stockholder as Assignor]

[If entity:]

By: ________

Name: [Insert Name of Authorized Signatory]

Title: [Insert Title]

MEDALLION GUARANTEE / SIGNATURE GUARANTEE (if applicable):

The signature(s) on this Stock Power and Assignment are guaranteed by the undersigned financial institution, which is a participant in a recognized Medallion Signature Guarantee Program. The undersigned financial institution hereby guarantees the signature(s) appearing above.

________________________________________

Name of Guarantor Institution: [Insert] Authorized Signature: ________

Name: [Insert]

Title: [Insert]

Date: [Insert]

Medallion Stamp:

EXHIBIT B

STOCKHOLDER INFORMATION SCHEDULE

CONFIDENTIAL — TO BE COMPLETED BY EACH STOCKHOLDER

Each Stockholder executing the Written Consent of Stockholder and Joinder Agreement is required to complete and deliver this Stockholder Information Schedule to the Company and to Buyer (or their respective counsel) on or prior to the Closing Date. All information provided herein will be used for purposes of effectuating the Transactions, including the payment of the Stockholder's Pro Rata Share of the Net Closing Payment, tax reporting, and compliance with applicable laws and regulations.

1. Stockholder Identification

2. Address Information

3. Wire Transfer Instructions

All payments of the Stockholder's Pro Rata Share of the Net Closing Payment and subsequent distributions from escrow shall be made by wire transfer of immediately available funds in accordance with the following instructions:

4. Contact Information

5. Shares Held

6. Pro Rata Share

7. FIRPTA Certification

The Stockholder hereby certifies the following (check one):

U.S. Person. The Stockholder is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"). A completed and executed IRS Form W-9 is attached hereto.

Non-U.S. Person. The Stockholder is not a "United States person" within the meaning of Section 7701(a)(30) of the Code. A completed and executed IRS Form W-8 (applicable version) is attached hereto. The Stockholder acknowledges that withholding under Section 1445 of the Code or other applicable provisions may apply to the payment of the Stockholder's Pro Rata Share of the Purchase Price.

The Stockholder understands that this certification is made under penalties of perjury and that any false statement may result in penalties under applicable law.

Dated: [Insert Date]

________________________________________

Name: [Insert Name of Stockholder]

[If entity:]

By: ________

Name: [Insert Name of Authorized Signatory]

Title: [Insert Title]

Attachments:

• IRS Form W-9 (U.S. Persons)

• IRS Form W-8BEN / W-8BEN-E / W-8IMY (Non-U.S. Persons) (as applicable)

• Copy of government-issued photo identification (individuals) or certificate of formation / good standing certificate (entities)

Item	Description
Assignor (Stockholder Name):	[Insert Name of Stockholder as Assignor]
Number of Shares:	[Insert Number of Shares]
Class/Series of Stock:	[Insert Class/Series of Shares]
Certificate Number(s):	[Insert Certificate Number(s), if applicable, or "Uncertificated / Book-Entry Shares"]
Field	Information
Full Legal Name of Stockholder:	[Insert]
Entity Type (if applicable):	[Insert, e.g., Corporation, LLC, LP, Trust, Individual]
Jurisdiction of Organization (if applicable):	[Insert]
Tax Identification Number (EIN / SSN):	[Insert]
Field	Information
Principal Address:	[Insert]
Notice Address (if different from Principal Address):	[Insert]
Field	Information
Bank Name:	[Insert]
Bank Address:	[Insert]
ABA / Routing Number:	[Insert]
Account Number:	[Insert]
Account Name:	[Insert]
Reference / For Further Credit To:	[Insert]
SWIFT Code (if applicable):	[Insert]
Field	Information
Contact Person:	[Insert]
Telephone Number:	[Insert]
Email Address:	[Insert]

Class / Series of Stock	Number of Shares	Certificate Number(s) (or "Uncertificated")
[Insert]	[Insert]	[Insert]
[Insert]	[Insert]	[Insert]
[Insert]	[Insert]	[Insert]
Total:	[Insert]
Field	Information
Pro Rata Share Percentage:	[Insert]%

WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT
IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS OF VERIDIAN BIOSCIENCES, INC., A DELAWARE CORPORATION
Pursuant to Section 228 of the Delaware General Corporation Law ("DGCL") and the Amended and Restated Certificate of Incorporation and Bylaws of Veridian Biosciences, Inc.
Dated as of: [Insert Date of Execution]
Prepared by Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166
WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT
PREAMBLE
The undersigned, [Insert Full Legal Name of Stockholder] (the "Stockholder"), is the record holder and/or beneficial owner of [Insert Number] shares of [Insert Class/Series of Stock, e.g., Series A Preferred Stock, Series B Preferred Stock, Common Stock, etc.] of Veridian Biosciences, Inc., a Delaware corporation (the "Company"), representing approximately [Insert]% of the outstanding capital stock of the Company on a fully diluted basis. Each stockholder executing a counterpart of this Written Consent and Joinder Agreement must identify all classes and series of capital stock of the Company held by such stockholder as of the date hereof.
RECITALS
WHEREAS:
A. The Stock Purchase Agreement. The Company, the stockholders of the Company listed on the signature pages thereto (collectively, the "Sellers"), Penterra Pharmaceuticals Corp., a Delaware corporation ("Buyer"), and David Ng, in his capacity as Stockholder Representative (the "Stockholder Representative"), have entered into that certain Stock Purchase Agreement, dated as of June 10, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Stock Purchase Agreement" or "SPA"). The SPA provides for the purchase by Buyer of one hundred percent (100%) of the outstanding capital stock of the Company for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), subject to the terms and conditions set forth therein, including customary purchase price adjustments for working capital, indebtedness, cash, and transaction expenses. The transactions contemplated by the SPA are referred to herein as the "Transactions."
B. The Escrow Agreement. In connection with the SPA, Buyer, the Stockholder Representative, and Fidelis National Escrow Corp., a Florida corporation (the "Escrow Agent"), have entered into that certain Escrow Agreement, dated as of June 10, 2024 (the "Escrow Agreement"), providing for the deposit at the Closing (as defined in the SPA) of (i) One Hundred Eighty Million Dollars ($180,000,000) as an indemnification escrow (the "Indemnification Escrow Amount"), representing twenty percent (20%) of the Purchase Price, and (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) as a stockholder representative expense fund (the "Expense Fund"), to be held and distributed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement.
C. The Stockholder Representative Agreement. In connection with the SPA, the Sellers, including the Stockholder, and the Stockholder Representative have entered into or are entering into that certain Stockholder Representative Agreement, dated as of June 10, 2024 (the "Stockholder Representative Agreement"), pursuant to which David Ng, Managing Partner of Crestline Ventures, LP, has been appointed as the Stockholder Representative to act on behalf of the Sellers with respect to all post-closing indemnification matters and other obligations arising under the SPA, the Escrow Agreement, and the other ancillary agreements and documents executed in connection therewith.
D. Stockholder Consent Requirement. The Board of Directors of the Company (the "Board") has, at a meeting duly called and held on June 7, 2024, unanimously (i) approved and declared advisable the Transactions contemplated by the SPA, (ii) determined that the terms of the SPA and the Transactions are fair to and in the best interests of the Company and its stockholders, and (iii) resolved to recommend that the stockholders of the Company approve and adopt the SPA and the Transactions. Section 228 of the Delaware General Corporation Law (the "DGCL") permits stockholder action by written consent in lieu of a meeting, provided that such consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Amended and Restated Certificate of Incorporation and the Bylaws of the Company do not restrict or prohibit action by written consent of the stockholders.
E. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement, which meanings are hereby incorporated by reference.
NOW, THEREFORE, the Stockholder, intending to be legally bound, hereby consents to, approves, and agrees to the following:
SECTION 1 — APPROVAL AND ADOPTION OF THE STOCK PURCHASE AGREEMENT AND THE TRANSACTIONS
1.1 Approval of the Stock Purchase Agreement.
The Stockholder hereby approves and adopts the Stock Purchase Agreement, dated as of June 10, 2024, in all respects, including all exhibits, schedules, disclosure schedules, and ancillary documents attached thereto or delivered pursuant thereto or contemplated thereby. The Stockholder acknowledges that the Stockholder has received, reviewed, and had a full opportunity to review the SPA and all exhibits, schedules, and ancillary documents thereto, and has had the opportunity to consult with legal, financial, tax, and other advisors of the Stockholder's choosing with respect to the SPA and the Transactions. The Stockholder's approval and adoption of the SPA shall constitute the Stockholder's written consent to the SPA and the Transactions within the meaning of Section 228 of the DGCL.
1.2 Approval of the Transactions.
The Stockholder hereby approves the consummation of the Transactions contemplated by the SPA, including, without limitation, the sale of one hundred percent (100%) of the issued and outstanding capital stock of the Company to Buyer for the Purchase Price of Nine Hundred Million Dollars ($900,000,000) in cash, subject to customary adjustments as set forth in the SPA, and all other transactions, agreements, arrangements, and actions contemplated by or necessary or desirable to effectuate the purposes of the SPA. The Stockholder acknowledges that the Purchase Price is subject to adjustment for, among other things, estimated working capital, closing indebtedness, closing cash, and unpaid transaction expenses, all as set forth in the SPA, and that the final Purchase Price may differ from the initial Purchase Price.
1.3 Approval of the Escrow Arrangements.
The Stockholder hereby approves the escrow arrangements set forth in the SPA and the Escrow Agreement, including:
(a) the deposit of the Indemnification Escrow Amount of One Hundred Eighty Million Dollars ($180,000,000), representing twenty percent (20%) of the Purchase Price, with the Escrow Agent at the Closing, to be held, invested, and distributed in accordance with the terms and conditions of the Escrow Agreement and the indemnification provisions of Article IX of the SPA; and
(b) the deposit of the Expense Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) with the Escrow Agent at the Closing, to be held, invested, and distributed for the account of the Stockholder Representative in accordance with the terms of the Stockholder Representative Agreement and the Escrow Agreement.
The Stockholder acknowledges and agrees that the Net Closing Payment to the Sellers (calculated as the Purchase Price of $900,000,000, minus the Indemnification Escrow Amount of $180,000,000, minus the Expense Fund of $2,500,000, equaling Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000), subject to further adjustment as provided in the SPA) will be reduced by the Indemnification Escrow Amount and the Expense Fund, and that the Stockholder's pro rata share of such Net Closing Payment shall be determined in accordance with the allocation methodology set forth in the SPA. The Stockholder further acknowledges that the Indemnification Escrow Amount and the Expense Fund serve as the primary (but, in certain specified circumstances, not exclusive) source of recovery for Buyer's indemnification claims under the SPA, and that the Stockholder's pro rata share of such amounts may be reduced, forfeited, or distributed in accordance with the terms of the SPA and the Escrow Agreement.
1.4 Approval of the Stockholder Representative Appointment.
The Stockholder hereby approves the appointment of David Ng as the Stockholder Representative and approves the terms and conditions of the Stockholder Representative Agreement in all respects. The Stockholder acknowledges that the Stockholder Representative has been selected by the holders of a majority of the outstanding capital stock of the Company and that the appointment of the Stockholder Representative is a condition to the Closing under the SPA.
SECTION 2 — JOINDER TO THE STOCK PURCHASE AGREEMENT
2.1 Joinder as a Seller.
The Stockholder hereby agrees to be bound by the Stock Purchase Agreement as a "Seller" thereunder, with the same force and effect as if the Stockholder were an original signatory to the SPA. The Stockholder agrees to be bound by and comply with all representations, warranties, covenants, agreements, and obligations of the Sellers set forth in the SPA, subject to the terms and conditions, and the limitations on liability, set forth therein.
Without limiting the generality of the foregoing, the Stockholder hereby agrees to sell, transfer, assign, convey, and deliver to Buyer, or its designee, at the Closing all of the shares of Company capital stock held by the Stockholder (whether evidenced by certificate or book-entry, and including any shares acquired after the date hereof and prior to the Closing), free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, claims, options, preemptive rights, rights of first refusal, proxies, voting agreements, voting trusts, and restrictions of any kind (other than restrictions arising under applicable federal and state securities laws and the Company's Amended and Restated Certificate of Incorporation and Bylaws), against payment of the Stockholder's pro rata share of the Net Closing Payment and the Stockholder's pro rata share of the Indemnification Escrow Amount and the Expense Fund (collectively, the Stockholder's allocable portion of the Purchase Price), all in accordance with the terms of the SPA.
2.2 Representations and Warranties of the Stockholder.
The Stockholder hereby makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date (except where a representation or warranty is specifically made as of a specified date, in which case such representation or warranty is made only as of such specified date):
(a) Organization and Authority.
[If the Stockholder is an entity:] The Stockholder is a [Insert Entity Type, e.g., corporation, limited liability company, limited partnership, trust] duly organized, validly existing, and in good standing under the laws of [Insert Jurisdiction of Organization]. The Stockholder has all requisite [corporate, limited liability company, partnership, trust] power and authority to execute, deliver, and perform this Written Consent and Joinder Agreement and to consummate the transactions contemplated hereby.
[If the Stockholder is a natural person:] The Stockholder is a natural person with full legal capacity to execute, deliver, and perform this Written Consent and Joinder Agreement and to consummate the transactions contemplated hereby.
(b) Authorization.
The execution, delivery, and performance of this Written Consent and Joinder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary [corporate, partnership, limited liability company, trust, or individual] action on the part of the Stockholder. No additional [corporate, partnership, limited liability company, trust, or other] proceedings, approvals, or consents on the part of the Stockholder are necessary to authorize the execution, delivery, and performance of this Written Consent and Joinder Agreement or the consummation of the transactions contemplated hereby. This Written Consent and Joinder Agreement has been duly and validly executed and delivered by the Stockholder and constitutes the legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).
(c) No Conflicts.
The execution, delivery, and performance of this Written Consent and Joinder Agreement by the Stockholder, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or result in a breach or violation of any provision of any organizational documents, charter, bylaws, operating agreement, partnership agreement, trust agreement, or similar governing instrument of the Stockholder (if applicable), (ii) conflict with, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, give rise to any right of termination, cancellation, acceleration, or modification under, or require any consent or approval under, any contract, agreement, note, bond, mortgage, indenture, lease, license, permit, or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets is bound, or (iii) violate any applicable law, statute, regulation, rule, ordinance, order, judgment, injunction, decree, or other governmental restriction applicable to the Stockholder.
(d) Title to Shares.
The Stockholder is the sole record and/or beneficial owner of the shares of Company capital stock set forth in the preamble hereto and on the signature page hereto, free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, claims, options, preemptive rights, rights of first refusal, proxies, voting agreements, voting trusts, and restrictions of any kind (other than restrictions arising under applicable federal and state securities laws and the Company's Amended and Restated Certificate of Incorporation and Bylaws). The Stockholder has the sole right and full power and authority to sell, assign, transfer, convey, and deliver such shares to Buyer at the Closing, and upon delivery of such shares to Buyer at the Closing in accordance with the terms of the SPA, Buyer will acquire good, valid, and marketable title to such shares, free and clear of all liens, encumbrances, pledges, security interests, and restrictions (other than restrictions arising under applicable securities laws). The Stockholder does not hold, and is not entitled to acquire, any shares of capital stock or other equity securities of the Company, or any options, warrants, convertible securities, or other rights to acquire shares of capital stock or other equity securities of the Company, other than those set forth in the preamble hereto and on the signature page hereto.
(e) No Litigation.
There is no action, suit, claim, proceeding, arbitration, or investigation pending or, to the Stockholder's knowledge, threatened against the Stockholder before any court, governmental authority, arbitrator, or other tribunal that (i) would impair or delay the Stockholder's ability to perform its obligations under this Written Consent and Joinder Agreement or the SPA or to consummate the transactions contemplated hereby or thereby, or (ii) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the Transactions.
(f) Brokers.
No broker, finder, financial advisor, or investment banker (other than Ridgeway Partners LLC, which has been engaged by the Company and whose fees and expenses will be paid by the Company at or prior to the Closing as a Transaction expense) is entitled to any brokerage, finder's, financial advisory, or similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Stockholder.
2.3 Pro Rata Share.
The Stockholder's "Pro Rata Share" for purposes of the allocation of the Purchase Price, the Indemnification Escrow Amount, the Expense Fund, and any indemnification obligations under Article IX of the SPA shall be determined in accordance with the methodology set forth in Section [Insert applicable SPA section] of the SPA, based on the number of shares of Company capital stock held by the Stockholder as a percentage of the total number of outstanding shares of Company capital stock on a fully diluted basis (taking into account, to the extent applicable, the conversion of all outstanding convertible securities, the exercise of all outstanding options, warrants, and other rights to acquire shares of Company capital stock, and the liquidation preferences, participation rights, and conversion ratios applicable to any series of preferred stock, in each case as set forth in the Company's Amended and Restated Certificate of Incorporation and the allocation waterfall set forth in the SPA).
The Stockholder's Pro Rata Share is: [Insert Pro Rata Share Percentage: __]%.
SECTION 3 — JOINDER TO THE ESCROW AGREEMENT
3.1 Acknowledgment and Agreement.
The Stockholder hereby acknowledges the terms and conditions of the Escrow Agreement and agrees to be bound thereby to the extent applicable to the Sellers. Without limiting the generality of the foregoing, the Stockholder acknowledges and agrees to the following:
(a) the deposit and investment of the Indemnification Escrow Amount of One Hundred Eighty Million Dollars ($180,000,000) and the Expense Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) with Fidelis National Escrow Corp. as Escrow Agent, to be held in one or more segregated escrow accounts in accordance with the terms of the Escrow Agreement;
(b) the claim and distribution procedures set forth in the Escrow Agreement, including the procedures for the submission of indemnification claims by Buyer, the response and objection procedures available to the Stockholder Representative on behalf of the Sellers, and the resolution of disputed claims;
(c) the release of escrow funds in accordance with the terms of the Escrow Agreement and the indemnification provisions of Article IX of the SPA, including (i) the release of any remaining balance of the Indemnification Escrow Amount to the Sellers (on a pro rata basis) on the date that is eighteen (18) months after the Closing Date (or such later date as may be applicable with respect to then-pending and unresolved claims), and (ii) the release of any remaining balance of the Expense Fund to the Sellers (on a pro rata basis) following the resolution of all pending matters under the SPA and the Escrow Agreement; and
(d) the investment of the Indemnification Escrow Amount and the Expense Fund in accordance with the investment guidelines set forth in the Escrow Agreement, and the allocation of any interest, dividends, and other earnings on such amounts to the Sellers and Buyer as provided therein.
3.2 Indemnification Obligations.
The Stockholder acknowledges and agrees that the Stockholder's indemnification obligations under Article IX of the SPA are as follows:
(a) General Indemnification Cap. The aggregate liability of the Sellers for indemnification claims arising from breaches of representations and warranties of the Company or the Sellers set forth in the SPA (other than Fundamental Representations and Tax Representations) shall not exceed One Hundred Eighty Million Dollars ($180,000,000), which is equal to twenty percent (20%) of the Purchase Price. The sole source of recovery for such general indemnification claims shall be the Indemnification Escrow Amount, and the Sellers shall have no further personal liability with respect thereto (except as otherwise expressly provided in the SPA with respect to fraud or willful breach).
(b) Tipping Basket. The Sellers shall not be liable for any indemnification claims arising from breaches of general representations and warranties until the aggregate amount of all indemnifiable losses exceeds Nine Million Dollars ($9,000,000), which is equal to one percent (1%) of the Purchase Price (the "Basket Amount"), at which point the Sellers shall be liable for all indemnifiable losses from the first dollar, subject to the general indemnification cap described in clause (a) above.
(c) Fundamental Representations Cap. In the case of indemnification claims arising from breaches of Fundamental Representations (as defined in the SPA), the aggregate liability of the Sellers shall not exceed one hundred percent (100%) of the Purchase Price, or Nine Hundred Million Dollars ($900,000,000), and recovery for such claims may be made first from the Indemnification Escrow Amount and, to the extent the Indemnification Escrow Amount is insufficient, directly from the Sellers on a several (and not joint) basis in proportion to their respective Pro Rata Shares.
The Stockholder further acknowledges and agrees to the following survival periods for representations and warranties under the SPA:
(i) General representations and warranties of the Company and the Sellers shall survive the Closing for a period of eighteen (18) months following the Closing Date.
(ii) Fundamental Representations shall survive the Closing for the full applicable statute of limitations (including any extensions or waivers thereof) plus sixty (60) days.
(iii) Tax Representations shall survive the Closing for the full applicable statute of limitations (including any extensions or waivers thereof) plus sixty (60) days.
All indemnification claims must be asserted in writing prior to the expiration of the applicable survival period, failing which such claims shall be forever barred. For the avoidance of doubt, the Stockholder's indemnification obligations under the SPA are several and not joint, and the Stockholder shall be liable only to the extent of the Stockholder's Pro Rata Share of any indemnifiable losses.
SECTION 4 — JOINDER TO THE STOCKHOLDER REPRESENTATIVE AGREEMENT
4.1 Appointment and Authorization.
The Stockholder hereby irrevocably (subject to the replacement provisions set forth in the Stockholder Representative Agreement) appoints and designates David Ng as the Stockholder Representative, with full power and authority to act on behalf of the Stockholder in connection with the following matters:
(a) all matters arising under or relating to the indemnification provisions of the SPA (Article IX), including the receipt, review, response to, contest of, settlement, compromise, or payment of any indemnification claims asserted by Buyer or the Buyer Indemnified Parties;
(b) all matters arising under or relating to the Escrow Agreement, including the authorization of releases from the Indemnification Escrow Amount and the Expense Fund, the objection to or approval of proposed distributions, and the negotiation and resolution of any disputes relating to escrow funds;
(c) any disputes, claims, demands, negotiations, arbitrations, mediations, or litigation arising under or relating to the SPA, the Escrow Agreement, the Stockholder Representative Agreement, or any ancillary agreement or document executed in connection therewith;
(d) any amendments, modifications, waivers, consents, or elections under the SPA, the Escrow Agreement, the Stockholder Representative Agreement, or any ancillary agreement or document, to the extent that the Stockholder Representative is authorized to grant the same on behalf of the Sellers;
(e) the engagement, retention, and compensation of legal counsel, accountants, financial advisors, and other professionals on behalf of the Sellers in connection with any of the foregoing matters; and
(f) all other actions, decisions, and determinations contemplated by the Stockholder Representative Agreement, including the execution and delivery of any documents, agreements, instruments, receipts, releases, and certificates on behalf of the Sellers as may be reasonably necessary or desirable in connection with the foregoing.
4.2 Binding Effect.
The Stockholder acknowledges and agrees that all actions taken, decisions made, and agreements entered into by the Stockholder Representative within the scope of the authority granted under the Stockholder Representative Agreement shall be final, conclusive, and binding upon the Stockholder as if taken, made, or entered into by the Stockholder directly, and the Stockholder shall not have the right to object to, dispute, disavow, or otherwise challenge any such action, decision, or agreement. The Stockholder further acknowledges that Buyer and the Escrow Agent shall be entitled to rely upon any action, decision, instruction, or direction of the Stockholder Representative as being the action, decision, instruction, or direction of the Stockholder, without any duty of inquiry or investigation. The grant of authority provided for in this Section 4 is coupled with an interest and is irrevocable (subject to the replacement provisions of the Stockholder Representative Agreement) and shall not be affected by the death, disability, incapacity, dissolution, liquidation, or bankruptcy of the Stockholder.
4.3 Expense Fund.
The Stockholder acknowledges that the Expense Fund in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) will be deposited with the Escrow Agent at the Closing for use by the Stockholder Representative to pay costs and expenses reasonably incurred in connection with the performance of his duties under the Stockholder Representative Agreement, including, without limitation, fees and expenses of legal counsel, accountants, financial advisors, and other professionals, travel expenses, out-of-pocket costs, and any other costs and expenses approved by the Stockholder Representative in the exercise of his reasonable judgment. The Stockholder's Pro Rata Share of the Expense Fund shall be deducted from the Stockholder's allocable portion of the Purchase Price at the Closing. Any remaining balance of the Expense Fund following the final resolution of all outstanding matters under the SPA and the Escrow Agreement shall be distributed to the Sellers (including the Stockholder) in proportion to their respective Pro Rata Shares.
4.4 Indemnification of Stockholder Representative.
The Stockholder agrees, severally and not jointly, to indemnify and hold harmless the Stockholder Representative from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by the Stockholder Representative in connection with the acceptance of his appointment as Stockholder Representative, the performance or non-performance of his duties thereunder, and the exercise or non-exercise of his rights, powers, and authority under the Stockholder Representative Agreement, except to the extent that such losses, claims, damages, liabilities, costs, or expenses result from the Stockholder Representative's gross negligence, bad faith, willful misconduct, or fraud. The Stockholder's indemnification obligation under this Section 4.4 shall be limited to the Stockholder's Pro Rata Share of any such indemnifiable losses, claims, damages, liabilities, costs, and expenses, and shall be in accordance with and subject to the further terms and limitations set forth in the Stockholder Representative Agreement.
SECTION 5 — ADDITIONAL COVENANTS AND AGREEMENTS
5.1 No Transfer of Shares.
From the date hereof until the earlier of (x) the Closing and (y) the valid termination of the SPA in accordance with its terms, the Stockholder shall not, directly or indirectly, (a) sell, transfer, assign, pledge, hypothecate, encumber, grant a security interest in, or otherwise dispose of (whether by operation of law or otherwise) any shares of Company capital stock held by the Stockholder, or any interest therein, (b) grant any proxy, power of attorney, or other authorization or consent with respect to any such shares, (c) deposit any such shares into a voting trust or enter into any voting agreement, stockholder agreement, or similar arrangement with respect to any such shares, or (d) enter into any contract, option, commitment, or other agreement or arrangement of any kind with respect to any of the foregoing, in each case without the prior written consent of Buyer. Any attempted transfer, disposition, or encumbrance in violation of this Section 5.1 shall be null and void ab initio.
5.2 No Solicitation.
The Stockholder shall not, and shall cause his, her, or its representatives, agents, and affiliates not to, directly or indirectly, (a) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry, proposal, indication of interest, or offer relating to any Acquisition Proposal (as defined in Section 5.4 of the SPA), (b) participate in any discussions or negotiations regarding, or furnish or cause to be furnished any non-public information to any person or entity in connection with, any Acquisition Proposal, (c) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or similar agreement relating to any Acquisition Proposal, or (d) take any action that would, or would reasonably be expected to, lead to or facilitate any Acquisition Proposal. The Stockholder shall promptly notify Buyer and the Company (in writing) of any Acquisition Proposal or inquiry with respect thereto received by the Stockholder or any of the Stockholder's representatives, agents, or affiliates after the date hereof, including the material terms thereof and the identity of the person making such proposal or inquiry. The Stockholder's obligations under this Section 5.2 are consistent with and supplementary to the no-shop provisions set forth in Section 5.4 of the SPA.
5.3 Cooperation.  The Stockholder shall use reasonable best efforts to cooperate with Buyer, the Company, and the Stockholder Representative in connection with the consummation of the Transactions, including by (a) executing and delivering, at or prior to the Closing, such additional documents, instruments, certificates, and agreements as may be reasonably requested by Buyer, the Company, or the Stockholder Representative, including the stock power and assignment substantially in the form attached hereto as Exhibit A and the stockholder information schedule attached hereto as Exhibit B, (b) providing such information, certifications, and documentation as may be reasonably requested in connection with regulatory filings, third-party consents, and other approvals required for the consummation of the Transactions, and (c) taking such further actions as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of the SPA and the Transactions.
5.4 Tax Matters.
The Stockholder acknowledges that the Transactions are structured as a stock purchase and that the tax consequences of the Transactions to the Stockholder will depend upon the Stockholder's individual tax circumstances. The Stockholder acknowledges that neither Buyer, the Company, the Stockholder Representative, nor any of their respective counsel or advisors has made any representation or warranty to the Stockholder regarding the tax consequences of the Transactions to the Stockholder, and the Stockholder has been advised to consult with the Stockholder's own tax advisors regarding such matters. The Stockholder agrees that the Sellers are responsible for all transfer taxes, stamp taxes, documentary taxes, and similar taxes and duties arising in connection with the sale and transfer of the shares of Company capital stock to Buyer, pursuant to Section 6.8 of the SPA. The Stockholder further agrees to cooperate with Buyer in connection with any pre-closing tax matters and any tax elections contemplated by the SPA, including, without limitation, any Section 338 election or similar election, and to execute and deliver any tax-related documents, forms, or certifications (including IRS Forms W-9 or W-8, as applicable, and any applicable state or local tax forms) reasonably requested by Buyer or the Stockholder Representative.
5.5 Confidentiality.  The Stockholder shall maintain the confidentiality of the terms of the SPA, this Written Consent and Joinder Agreement, the Escrow Agreement, the Stockholder Representative Agreement, and all related transaction documents and information, and shall not disclose any such terms or information to any person or entity, except (a) as required by applicable law, regulation, governmental order, or legal process (in which case the Stockholder shall, to the extent legally permitted, provide Buyer with prior written notice of such required disclosure and cooperate with Buyer to seek a protective order or other appropriate remedy), (b) to the Stockholder's legal counsel, financial advisors, tax advisors, and other professional advisors who have a need to know such information and who are bound by obligations of confidentiality, (c) to the Stockholder's spouse or immediate family members, trustees, or beneficiaries (in the case of a trust) who have a need to know such information and who agree to maintain the confidentiality thereof, or (d) as otherwise permitted under the confidentiality provisions of the SPA.
SECTION 6 — GENERAL PROVISIONS
6.1 Governing Law.
This Written Consent and Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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.
6.2 Jurisdiction.  Any action, suit, or proceeding arising out of or relating to this Written Consent and Joinder Agreement or the transactions contemplated hereby shall be brought and maintained 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 over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware), consistent with Section 10.6 of the SPA. The Stockholder hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action, suit, or proceeding. The Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, (a) any claim that the Stockholder is not personally subject to the jurisdiction of any such court, (b) any claim that any such action, suit, or proceeding has been brought in an inconvenient forum, and (c) any claim that the venue of any such action, suit, or proceeding is improper. The Stockholder agrees that service of process in any such action, suit, or proceeding may be made by delivery of such process in accordance with the notice provisions set forth in Section 6.9 hereof.
6.3 Waiver of Jury Trial.
THE STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WRITTEN CONSENT AND JOINDER AGREEMENT, THE SPA, THE ESCROW AGREEMENT, THE STOCKHOLDER REPRESENTATIVE AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO OR THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS WRITTEN CONSENT AND JOINDER AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. THE STOCKHOLDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR BUYER TO ENTER INTO THE SPA AND TO CONSUMMATE THE TRANSACTIONS.
6.4 Entire Agreement.
This Written Consent and Joinder Agreement, together with the SPA, the Escrow Agreement, the Stockholder Representative Agreement, and the other ancillary agreements, exhibits, schedules, and documents contemplated thereby, constitutes the entire agreement of the Stockholder with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, of the Stockholder with respect to such subject matter. There are no warranties, representations, or other agreements between or among the parties in connection with the subject matter hereof except as specifically set forth herein and in the SPA and the other transaction documents.
6.5 Amendments and Waivers.
This Written Consent and Joinder Agreement may not be amended, modified, supplemented, or waived except by an instrument in writing signed by Buyer and the Stockholder Representative (acting on behalf of the Sellers in accordance with the Stockholder Representative Agreement). No waiver of any provision of this Written Consent and Joinder Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision shall operate or be construed as a waiver of any other provision, and no waiver of any provision shall operate or be construed as a continuing waiver unless expressly so provided. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
6.6 Severability.  If any term, provision, covenant, or restriction of this Written Consent and Joinder Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Written Consent and Joinder Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Written Consent and Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
6.7 Successors and Assigns.
This Written Consent and Joinder Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, personal representatives, and legal representatives. The Stockholder may not assign, delegate, or otherwise transfer any of its rights or obligations under this Written Consent and Joinder Agreement without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer in violation of this Section 6.7 shall be null and void. Buyer may assign its rights (but not its obligations) under this Written Consent and Joinder Agreement to any affiliate of Buyer or to any successor in interest to all or substantially all of the business or assets of Buyer, without the consent of the Stockholder; provided that no such assignment shall relieve Buyer of its obligations hereunder.
6.8 Counterparts.  This Written Consent and Joinder Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Written Consent and Joinder Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) shall be effective as delivery of a manually executed original counterpart of this Written Consent and Joinder Agreement.
6.9 Notices.  All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Written Consent and Joinder Agreement shall be in writing and shall be deemed given and effective (a) when delivered personally, (b) when sent by confirmed electronic mail (with a copy sent by another method specified herein), (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after being sent via a nationally recognized overnight courier service, in each case addressed as follows:
If to Buyer:
Penterra Pharmaceuticals Corp. 1100 Meridian Boulevard, Suite 400 Princeton, New Jersey 08540
Attention: Thomas F. Holbrook, General Counsel
Email: tholbrook@penterra.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, New York 10166
Attention: Oliver Mackenzie
Email: omackenzie@calderwoodharkness.com
If to the Stockholder Representative:
David Ng, Stockholder Representative c/o Crestline Ventures, LP [Insert Address] [Insert Email Address]
With a copy (which shall not constitute notice) to:
Zalcourt Archer & Cole LLP One Federal Street, 30th Floor Boston, Massachusetts 02110
Attention: Rebecca Whitmore
Email: rwhitmore@lathamarcher.com
If to the Stockholder:
[Insert Stockholder Name] [Insert Address] [Insert Email Address]
or to such other address as a party may designate by written notice to the other parties in accordance with this Section 6.9.
6.10 Further Assurances.
The Stockholder agrees to execute and deliver, from time to time, such further documents, instruments, certificates, and agreements, and to take such further actions, as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Written Consent and Joinder Agreement, the SPA, and the Transactions contemplated hereby and thereby, and to vest in Buyer full and complete right, title, and interest in and to the shares of Company capital stock held by the Stockholder.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT VERIDIAN BIOSCIENCES, INC.
IN WITNESS WHEREOF, the undersigned Stockholder has executed this Written Consent and Joinder Agreement as of the date first set forth above.
FOR INDIVIDUAL STOCKHOLDERS:
________________________________________
Name: [Insert Name]
Date: [Insert Date]
Address for Notices: [Insert Address] [Insert Email Address]
Shares Held: [Insert Number] shares of [Insert Class/Series]
Pro Rata Share: [Insert]%
FOR ENTITY STOCKHOLDERS:
[INSERT FULL LEGAL NAME OF ENTITY STOCKHOLDER]
By: ________
Name: [Insert Name of Authorized Signatory]
Title: [Insert Title]
Date: [Insert Date]
Address for Notices: [Insert Address] [Insert Email Address]
Shares Held: [Insert Number] shares of [Insert Class/Series]
Pro Rata Share: [Insert]%
EXHIBIT A
FORM OF STOCK POWER AND ASSIGNMENT
(IRREVOCABLE)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers, and delivers unto Penterra Pharmaceuticals Corp., a Delaware corporation, and its successors and assigns (the "Assignee"), the following shares of capital stock of Veridian Biosciences, Inc., a Delaware corporation (the "Company"):
The undersigned hereby irrevocably constitutes and appoints the Secretary or any Assistant Secretary of the Company, or any officer or authorized representative of the Assignee, as the undersigned's true and lawful attorney-in-fact, with full power of substitution, to transfer the above-described shares on the books of the Company, with full power and authority to execute and deliver any and all necessary documents and instruments and to take any and all actions necessary or appropriate to effect such transfer.
The undersigned represents and warrants that the undersigned is the sole record and/or beneficial owner of the shares described above, free and clear of all liens, encumbrances, pledges, security interests, claims, options, and restrictions (other than restrictions arising under applicable securities laws), and that the undersigned has the full right, power, and authority to sell, assign, transfer, and deliver such shares to the Assignee.
This Stock Power and Assignment is irrevocable and is made in connection with the Stock Purchase Agreement, dated as of June 10, 2024, by and among the Assignee, the Company, the stockholders of the Company, and David Ng, in his capacity as Stockholder Representative.
Dated: [Insert Date]
________________________________________
Name: [Insert Name of Stockholder as Assignor]
[If entity:]
By: ________
Name: [Insert Name of Authorized Signatory]
Title: [Insert Title]
MEDALLION GUARANTEE / SIGNATURE GUARANTEE (if applicable):
The signature(s) on this Stock Power and Assignment are guaranteed by the undersigned financial institution, which is a participant in a recognized Medallion Signature Guarantee Program. The undersigned financial institution hereby guarantees the signature(s) appearing above.
________________________________________
Name of Guarantor Institution: [Insert] Authorized Signature: ________
Name: [Insert]
Title: [Insert]
Date: [Insert]
Medallion Stamp:
EXHIBIT B
STOCKHOLDER INFORMATION SCHEDULE
CONFIDENTIAL — TO BE COMPLETED BY EACH STOCKHOLDER
Each Stockholder executing the Written Consent of Stockholder and Joinder Agreement is required to complete and deliver this Stockholder Information Schedule to the Company and to Buyer (or their respective counsel) on or prior to the Closing Date. All information provided herein will be used for purposes of effectuating the Transactions, including the payment of the Stockholder's Pro Rata Share of the Net Closing Payment, tax reporting, and compliance with applicable laws and regulations.
1. Stockholder Identification
2. Address Information
3. Wire Transfer Instructions
All payments of the Stockholder's Pro Rata Share of the Net Closing Payment and subsequent distributions from escrow shall be made by wire transfer of immediately available funds in accordance with the following instructions:
4. Contact Information
5. Shares Held
6. Pro Rata Share
7. FIRPTA Certification
The Stockholder hereby certifies the following (check one):
U.S. Person. The Stockholder is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"). A completed and executed IRS Form W-9 is attached hereto.
Non-U.S. Person. The Stockholder is not a "United States person" within the meaning of Section 7701(a)(30) of the Code. A completed and executed IRS Form W-8 (applicable version) is attached hereto. The Stockholder acknowledges that withholding under Section 1445 of the Code or other applicable provisions may apply to the payment of the Stockholder's Pro Rata Share of the Purchase Price.
The Stockholder understands that this certification is made under penalties of perjury and that any false statement may result in penalties under applicable law.
Dated: [Insert Date]
________________________________________
Name: [Insert Name of Stockholder]
[If entity:]
By: ________
Name: [Insert Name of Authorized Signatory]
Title: [Insert Title]
Attachments:
•  IRS Form W-9 (U.S. Persons)
•  IRS Form W-8BEN / W-8BEN-E / W-8IMY (Non-U.S. Persons) (as applicable)
•  Copy of government-issued photo identification (individuals) or certificate of formation / good standing certificate (entities)
Item | Description
Assignor (Stockholder Name): | [Insert Name of Stockholder as Assignor]
Number of Shares: | [Insert Number of Shares]
Class/Series of Stock: | [Insert Class/Series of Shares]
Certificate Number(s): | [Insert Certificate Number(s), if applicable, or "Uncertificated / Book-Entry Shares"]
Field | Information
Full Legal Name of Stockholder: | [Insert]
Entity Type (if applicable): | [Insert, e.g., Corporation, LLC, LP, Trust, Individual]
Jurisdiction of Organization (if applicable): | [Insert]
Tax Identification Number (EIN / SSN): | [Insert]
Field | Information
Principal Address: | [Insert]
Notice Address (if different from Principal Address): | [Insert]
Field | Information
Bank Name: | [Insert]
Bank Address: | [Insert]
ABA / Routing Number: | [Insert]
Account Number: | [Insert]
Account Name: | [Insert]
Reference / For Further Credit To: | [Insert]
SWIFT Code (if applicable): | [Insert]
Field | Information
Contact Person: | [Insert]
Telephone Number: | [Insert]
Email Address: | [Insert]
Class / Series of Stock | Number of Shares | Certificate Number(s) (or "Uncertificated")
[Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert]
Total: | [Insert]
Field | Information
Pro Rata Share Percentage: | [Insert]%

WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT

WRITTEN CONSENT OF STOCKHOLDER AND JOINDER AGREEMENT

PREAMBLE

RECITALS

WHEREAS:

FOR INDIVIDUAL STOCKHOLDERS:

FOR ENTITY STOCKHOLDERS:

EXHIBIT A

FORM OF STOCK POWER AND ASSIGNMENT

EXHIBIT B

STOCKHOLDER INFORMATION SCHEDULE

Record

Parties

Dates

Amounts