Contract analysis

1. Identity of Certifying Party and Capacity This Certificate is executed and delivered by David Orenstein, in his capacity as attorney-in-fact for each of the Selling Stockholders identified below, pursuant to that certain Power of Attorney and Custody Agreement dated as of October 12, 2023 (the "POA"), duly executed by each such Selling Stockholder and delivered to the Representatives and the Company in connection

2. Certification Regarding Representations and Warranties in the Underwriting Agreement Each Selling Stockholder, acting through his, her, or its duly authorized attorney-in-fact, hereby certifies that all representations and warranties of such Selling Stockholder set forth in the Underwriting Agreement dated as of October 12, 2023 are true and correct in all material respects as of the date hereof, October 17, 2023,

3. Certification Regarding Representations and Warranties in the Selling Stockholder Representation Letter Each Selling Stockholder, acting through his, her, or its duly authorized attorney-in-fact, hereby certifies that all representations, warranties, and statements made by such Selling Stockholder in the Selling Stockholder Representation Letter dated as of October 12, 2023, addressed to the Company and the Underw

4. Certification Regarding Compliance with Covenants and Agreements Each Selling Stockholder, acting through his, her, or its duly authorized attorney-in-fact, hereby certifies that such Selling Stockholder has duly performed and complied with all covenants, agreements, obligations, and conditions set forth in, or arising under, the Underwriting Agreement that are required to be performed or complied with by such Sel

5. Certification Regarding Conditions to Closing Each Selling Stockholder, acting through his, her, or its duly authorized attorney-in-fact, hereby certifies that, to the knowledge of such Selling Stockholder (after reasonable inquiry), all conditions precedent to the obligations of the Underwriters to purchase and pay for the Firm Shares at the Closing, as set forth in Section 7 of the Underwriting Agreement, that a

6. Certification Regarding No Encumbrances Each Selling Stockholder, acting through his, her, or its duly authorized attorney-in-fact, hereby certifies that, as of the Closing Date, October 17, 2023, each Selling Stockholder has good and valid title to all shares of Common Stock being sold by such Selling Stockholder pursuant to the Underwriting Agreement, free and clear of all liens, encumbrances, equities, claims,

7. Share Ownership Confirmation The following table sets forth certain information with respect to the beneficial ownership of Common Stock by each Selling Stockholder, including (i) the number of shares of Common Stock beneficially owned prior to the offering, (ii) the number of Firm Shares being offered at the Closing, (iii) the number of Option Shares subject to the over-allotment option, and (iv) the number of sh

8. Reliance This Certificate is furnished to the Underwriters, namely Ridgeline Securities LLC, Broadmark Capital Inc., Linden Groves & Co., and Harborview Partners LLC, and to the Company, Penterra Pharmaceuticals Corp., in connection with the Closing under the Underwriting Agreement. This Certificate may be relied upon by the Underwriters and the Company, and by their respective counsel — Caldwell, Pearce & Strauss