Contract analysis

I. Purpose and Overview The purpose of this memorandum is to confirm the Effective Date of the Master Clinical Trial Agreement (the "MCTA") between Penterra Pharmaceuticals Corp. ("Penterra" or the "Sponsor") and Veridian Health Research Network, Inc. ("Veridian" or the "Site Network"), to provide a comprehensive summary of all executed transaction documents delivered at or prior to closing, to identify outstanding p

II. Transaction Timeline Summary Set forth below is a summary timeline of the principal events in the negotiation, execution, and closing of the MCTA and the ancillary transaction documents: The total elapsed time from engagement opening to the Effective Date was approximately four (4) months. The negotiation process, from initial draft circulation to final agreed-upon draft, spanned approximately eleven (11) weeks.

III. Summary of Executed Documents Set forth below is a comprehensive summary of all documents executed in connection with the closing of the MCTA transaction. Executed originals and/or certified copies of each document listed below have been included in the Closing Binder delivered to Penterra concurrently with this memorandum. A. Master Clinical Trial Agreement The Execution Version of the Master Clinical Trial Agr

IV. Conditions Precedent — Satisfaction Confirmed All conditions precedent to the closing of the MCTA were satisfied as of the Closing Date of July 5, 2023. The satisfaction of each condition precedent has been documented in the Conditions Precedent Satisfaction Memorandum prepared by Sean Morrissey, Associate, Calderwood & Harkness LLP, a copy of which is enclosed with this memorandum. No conditions precedent were w

V. Outstanding Post-Closing Obligations Notwithstanding the satisfaction of all conditions precedent and the effectiveness of the MCTA as of the date hereof, certain obligations of the parties remain outstanding and will require ongoing attention and coordination during the operational phase of the CLARION Trial. Set forth below is a summary of these post-closing obligations. A. Site Joinder Execution for Remaining S

VI. Key Upcoming Milestone Dates Set forth below are the key upcoming milestone dates relevant to the administration and conduct of the CLARION Trial under the MCTA: These dates are projections based on current enrollment assumptions and are subject to change based on actual enrollment rates, protocol amendments, regulatory developments, and other factors. Penterra should monitor progress against these milestones and

VII. Closing Binder A complete closing binder (the "Closing Binder") containing executed originals and/or certified copies of all transaction documents has been assembled by Calderwood & Harkness and delivered to Penterra concurrently with this memorandum. The Closing Binder is organized in tabbed sections corresponding to the categories of documents described in Section III above. The Closing Binder Index and Table

VIII. Key Negotiation Points Resolved For the reference of Penterra's legal team and for the purpose of preserving the institutional knowledge gained during the negotiation process, set forth below is a brief summary of the principal negotiation issues that were raised and resolved during the course of the transaction: Subject-Injury Indemnification. Veridian initially demanded fully uncapped indemnification from Pen

IX. Engagement Team and Ongoing Support The Calderwood & Harkness engagement team for Matter No. 1018-00004 was as follows: • Miriam Calloway, Partner — Responsible Partner for all aspects of the engagement, including lead negotiation, client communication, and supervision of all work product. • Joel Strauss, Partner — Billing Partner responsible for engagement economics and billing administration. • Sean Morrissey,

X. Closing Statement Calderwood & Harkness is pleased to confirm that the Master Clinical Trial Agreement between Penterra Pharmaceuticals Corp. and Veridian Health Research Network, Inc. has been fully executed, that all conditions precedent to the effectiveness of the MCTA have been satisfied, and that the Effective Date of the MCTA is confirmed as July 18, 2023. We wish to acknowledge the invaluable contributions

1. Closing Binder Index and Table of Contents

2. Conditions Precedent Satisfaction Memorandum (July 5, 2023) Date | Event March 20, 2023 | Calderwood & Harkness LLP matter opened (Matter No. 1018-00004); engagement letter executed and confirmed by Penterra. April 7, 2023 | First draft of the MCTA circulated by Calderwood & Harkness to Whitmore, Jansen & Callahan LLP ("WJC"), counsel to Veridian Health Research Network, Inc., for review and comment. April 28, 202