Contract analysis

Section 1: Good Standing and Organization I hereby certify that Veridian Health Research Network, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 14, 2007, as evidenced by the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on that date. The Corporation has the full corporate

Section 2: Board Resolutions I hereby certify that at a duly convened special meeting of the Board of Directors of Veridian Health Research Network, Inc., held on June 22, 2023, at which a quorum of the directors was present and acting throughout the entirety of the meeting in accordance with the Certificate of Incorporation and Bylaws of the Corporation and the General Corporation Law of the State of Delaware, the B

Section 3: Incumbency of Authorized Signatories I hereby certify the incumbency, authority, and specimen signatures of the following individuals, each of whom has been duly elected or appointed to the office set forth opposite his name, is qualified to serve in such capacity, and holds such office as of the date hereof: 3.1 Dr. Franklin Osei, M.D., Ph.D. Title: President and Chief Executive Officer Organization: Veri

Section 4: No Conflicts I hereby certify that, to the best of my knowledge after due inquiry and review of the corporate books and records of the Corporation, the execution, delivery, and performance by Veridian of the Transaction Documents do not and will not: (a) violate, conflict with, or result in any breach or contravention of any provision of the Certificate of Incorporation or Bylaws of Veridian, each as amend

Section 5: Organizational Documents The following organizational and corporate documents of Veridian Health Research Network, Inc. are attached to this Certificate and incorporated herein by reference: Attachment A: Certificate of Incorporation of Veridian Health Research Network, Inc., as amended to date, as filed with the Secretary of State of the State of Delaware, together with all amendments, certificates of cor

Section 6: Additional Certifications I hereby further certify as follows: (a) No Dissolution. Veridian has not filed any certificate of dissolution, articles of dissolution, or certificate of cancellation with the Secretary of State of the State of Delaware or with any other governmental authority. No proceedings for the dissolution, liquidation, or winding up of Veridian have been commenced, are pending, or, to the

Section 7: Reliance This Certificate is delivered to Penterra Pharmaceuticals Corp. and its legal counsel, Calderwood & Harkness LLP, located at 280 Park Avenue, 34th Floor, New York, New York 10017, in connection with the closing of the transactions contemplated by the Transaction Documents on the Closing Date. Penterra Pharmaceuticals Corp. and Calderwood & Harkness LLP are entitled to rely fully and unconditionall