Extract to table

1(d) of the SPA, and that, effective upon delivery of the Termination Notice (as defined below), the SPA shall be terminated in accordance with its terms, subject to those provisions of the SPA that expressly survive termination (including, without limitation, Section 8

1(d) thereof, such Termination Notice to be delivered at such time as the Authorized Officers shall determine in their reasonable discretion, in consultation with Calderwood & Harkness LLP, but in any event on or prior to the Outside Date of December 10, 2024

AIC-RWI-2024-07892), including any required notifications under such policy in connection with the termination of the SPA and the non-consummation of the Transaction; (d) Any notices required or advisable under the Confidentiality Agreement dated March 4, 2024 between Penterra and Veridian, including any obligation to return or destroy confidential information of Veridian in accordance with the terms of such Confidentiality Agreement; and (e) Such other notices and communications as the Authorized Officers, in consultation with Calderwood & Harkness LLP, shall deem necessary, advisable, or appropriate in connection with the termination of the SPA and the wind-down of all matters relating to the Transaction

This consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument

pdf), or other electronic signatures shall be deemed to be original signatures for all purposes

This consent shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote at a duly convened meeting