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Contract analysis / transfer-agent-direction-letter.docx

transfer-agent-direction-letter.docx

High · 1 Medium · 2 Standard · 1

1. Background on the Offering Standard

⚑ Commercial term

1. Background on the Offering The selling stockholders in the Offering are as follows: Dr. Elena Castellano, Dr. Riccardo Castellano, Dr. Marco Castellano, and Castellano Family Holdings LLC (collectively, the "Selling Stockholders"). Each of the Selling Stockholders is a current stockholder of the Company and is the registered or beneficial holder of shares of Common Stock that were acquired prior to or in connectio

2. Share Allocation Among Selling Stockholders

2. Share Allocation Among Selling Stockholders The following table sets forth the number of shares of Common Stock to be delivered by each Selling Stockholder at the base closing on the Closing Date: In the event that the Underwriters exercise the over-allotment option in whole or in part, the Over-Allotment Shares would be allocated among the Selling Stockholders as set forth below (subject to a separate supplementa

3. Direction to Facilitate Book-Entry Delivery Through DTC Medium

⚑ Liability cap to check against exposure

3. Direction to Facilitate Book-Entry Delivery Through DTC The Company hereby directs and authorizes Pinnacle, in its capacity as Transfer Agent and registrar for the Common Stock, to take all actions necessary and appropriate to facilitate the book-entry delivery of the 6,250,000 Shares through the facilities of DTC for settlement on the Closing Date of October 17, 2023. Without limiting the generality of the forego

4. Confirmation of DTC Eligibility

4. Confirmation of DTC Eligibility In connection with the foregoing, the Company requests that Pinnacle confirm, in writing or by electronic communication directed to the contacts identified in Section 7 below, each of the following: (a) The Common Stock of the Company (CUSIP 70831X 10 5) is and remains eligible for book-entry delivery and settlement through the facilities of DTC, and there are no pending or threaten

5. Over-Allotment Option Shares

5. Over-Allotment Option Shares In the event that the Underwriters exercise their over-allotment option in whole or in part (on or before November 11, 2023, the expiration date of the option), the Company will provide Pinnacle with a supplemental direction letter (the "Supplemental Direction Letter") specifying: (i) the number of Over-Allotment Shares to be delivered; (ii) the allocation of such Over-Allotment Shares

6. Representations and Acknowledgments

6. Representations and Acknowledgments In connection with the instructions set forth herein, the Company represents and acknowledges to Pinnacle as follows: (a) Valid Issuance. The Shares (including the Over-Allotment Shares, if and when delivered) are validly issued, fully paid, and non-assessable. No personal liability attaches to the ownership of the Shares under the laws of the State of Delaware or the certificat

7. Contact Information for Coordination

7. Contact Information for Coordination For questions or coordination regarding this direction letter and the settlement mechanics for the Offering, please contact the following individuals: Company Contact: David Orenstein General Counsel & Corporate Secretary Penterra Pharmaceuticals Corp. 400 Meridian Parkway, Suite 1200 Princeton, NJ 08540 Telephone: (609) 555-4820 Email: dorenstein@penterrapharma.com Issuer's Co

8. Authorization and Indemnification High

⚑ Indemnity / guarantee obligation

8. Authorization and Indemnification Pinnacle is hereby authorized and directed to rely upon this letter, and the instructions contained herein, in taking the actions described in this letter. Pinnacle shall be entitled to act in accordance with this letter without further inquiry or investigation, and without requiring any additional documentation, opinions, or authorizations, except as expressly provided herein. Th

9. Governing Law Medium

⚑ Forum / governing law

9. Governing Law This direction letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof. We appreciate your prompt attention to this matter and your cooperation in facilitating the settlement of the Offering. Please do not hesitate to contact David Orenstein or any of the other individuals identified in Section 7 above if yo

1. Copy of executed Power of Attorney and Custody Agreement dated October 12, 2023

1. Copy of executed Power of Attorney and Custody Agreement dated October 12, 2023

2. Copy of Underwriting Agreement dated October 12, 2023 (relevant excerpts)