Contract analysis

I. IDENTIFICATION OF CERTIFYING OFFICER The undersigned, Margaret L. Chen, hereby certifies that she is the duly elected, qualified, and acting Secretary of Penterra Pharmaceuticals Corp. The undersigned has held the office of Secretary continuously since March 12, 2021, and continues to serve in such capacity as of the date hereof. The undersigned has access to the books, records, minute books, and corporate seal of

II. CERTIFICATIONS The undersigned, in her capacity as Secretary of the Company and not in any individual capacity, hereby certifies to the following matters as of the date hereof: A. Good Standing and Organization

1. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the business of pharmaceutical research, drug development, and the sponsorship and conduct of clinical trials.

2. The Company has full corporate power and authority to enter into the MCTA and each of the ancillary agreements, exhibits, schedules, certificates, and instruments contemplated thereby, and to perform all of its obligations thereunder, including without limitation the obligation to fund clinical trial activities at a total deal value of Eighty Million Dollars ($80,000,000) over the term of the MCTA.

3. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended through the date hereof (including all certificates of amendment, certificates of designation, and certificates of merger filed with the Secretary of State of the State of Delaware). Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as amen

4. Neither the Certificate of Incorporation nor the Bylaws of the Company have been further amended, modified, supplemented, rescinded, or revoked since the dates of the copies attached hereto as Exhibit A and Exhibit B, respectively, and such documents remain in full force and effect as of the date of this Certificate. No action has been taken or authorized by the Board of Directors, any committee thereof, or the st

1. The Board of Directors of Penterra Pharmaceuticals Corp. duly adopted resolutions (the "Resolutions") at a meeting of the Board of Directors duly called and held on June 19, 2023, at which a quorum of directors was present and acting throughout the entirety of such meeting in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware. Notice

2. The Resolutions, a true, correct, and complete copy of which is attached hereto as Exhibit C, authorized the Company to, among other things: (a) Negotiate, execute, and deliver the Master Clinical Trial Agreement with Veridian Health Research Network, Inc. for Protocol PPC-4871-III (CLARION — Clinical Assessment of Response with Longitudinal Investigation in ONcology), with a total deal value not to exceed Eighty

3. The Resolutions have not been amended, modified, supplemented, rescinded, revoked, or superseded in any respect since their adoption, and the Resolutions remain in full force and effect as of the date of this Certificate. No other or further resolutions of the Board of Directors or any committee thereof have been adopted with respect to the subject matter of the Resolutions that would limit, restrict, or otherwise

1. The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of Penterra Pharmaceuticals Corp., holding the respective titles set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures:

2. Each of the foregoing officers is authorized, individually and severally, to execute and deliver the MCTA and all ancillary agreements, documents, instruments, certificates, and other writings on behalf of the Company in connection with the transactions contemplated by the MCTA, without the joinder or signature of any other officer, director, or representative of the Company.

3. The undersigned further certifies that Nathaniel Briggs, Esq., Vice President and General Counsel of the Company, signed the execution version of the MCTA and the MCTA signature pages on behalf of Penterra Pharmaceuticals Corp. on June 28, 2023, and executed the Closing Certificate on behalf of Penterra dated July 5, 2023, in each case with full authority to do so pursuant to the Resolutions.

4. Each of the foregoing officers held the office and title indicated at the time of execution of the MCTA and the ancillary documents and continues to hold such office and title as of the date of this Certificate. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to remove, replace, or otherwise affect the authority of any such officer. D. No

III. RELIANCE This Certificate is being delivered to Veridian Health Research Network, Inc. in connection with the closing of the transactions contemplated by the MCTA on the Closing Date of July 5, 2023. Veridian and its legal counsel, Whitmore, Jansen & Callahan LLP, are entitled to rely upon the certifications, representations, and statements set forth in this Certificate as if made directly to them, and such reli

IV. EXHIBITS The following exhibits are attached hereto and incorporated herein by reference: Exhibit A — Certificate of Incorporation of Penterra Pharmaceuticals Corp. (as amended), as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and certificates of merger filed therewith. Exhibit B — Bylaws of Penterra Pharmaceuticals Corp. (as

V. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the 5th day of July, 2023, in her capacity as Secretary of Penterra Pharmaceuticals Corp. and not in any individual capacity. PENTERRA PHARMACEUTICALS CORP. By: ________ Name: Margaret L. Chen Title: Secretary Date: July 5, 2023

VI. OFFICER'S COUNTERSIGNATURE AND CONFIRMATION The undersigned, Dr. Anand Raghavan, M.D., Ph.D., Chief Executive Officer of Penterra Pharmaceuticals Corp., hereby confirms and certifies that Margaret L. Chen, the person who executed the foregoing Secretary's Certificate, is the duly elected, qualified, and acting Secretary of Penterra Pharmaceuticals Corp. and has been continuously serving in such capacity since Mar