Contract analysis

1. Executed Underwriting Agreement (dated October 12, 2023)

2. Officer's Certificate of Penterra Pharmaceuticals Corp. — signed by Dr. Marco Castellano (Chief Executive Officer) and Lisa Hargrove (Chief Financial Officer)

3. Secretary's Certificate of Penterra Pharmaceuticals Corp. — signed by David Orenstein (General Counsel & Corporate Secretary), with attached certificate of incorporation, bylaws, and board resolutions (adopted September 8, 2023)

4. Good Standing Certificate for Penterra Pharmaceuticals Corp. from the Delaware Secretary of State (dated October 16, 2023)

5. Issuer's Counsel Legal Opinion of Calderwood & Harkness LLP (validity opinion)

6. Issuer's Counsel Negative Assurance (10b-5) Letter of Calderwood & Harkness LLP

7. Comfort Letter and Bring-Down Comfort Letter of Graystone & Whitmore LLP (each dated as of October 17, 2023)

8. Selling Stockholder Representation Letters (dated October 12, 2023)

9. Selling Stockholder Certificates (dated October 17, 2023, executed by David Orenstein as attorney-in-fact)

10. Selling Stockholder Powers of Attorney and Custody Agreements

11. Lock-Up Waiver Consents from all three IPO underwriters (Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co.) — received September 29, 2023

12. New 90-Day Lock-Up Agreements executed by the selling stockholders in favor of the representatives

13. Transfer Agent Direction Letter to Pinnacle Trust & Transfer Co.

14. DTC Book-Entry Delivery of 6,250,000 shares confirmed (CUSIP 70831X 10 5) --- **C. Funds Flow Confirmation** Net proceeds of **$253,500,000** have been disbursed to the selling stockholders in accordance with the terms of the Underwriting Agreement and the Custody Agreements. Total underwriting commissions of **$6,500,000** have been retained by the underwriters, allocated as follows: | Underwriter | Allocation |