Contract analysis

1. CERTIFYING PARTY IDENTIFICATION The undersigned, David R. Cheung, Esq., hereby certifies that he is the duly appointed General Counsel and an authorized director and officer of Meridian Bio Therapeutics Limited, a company incorporated under the laws of the Hong Kong Special Administrative Region of the People's Republic of China, with Company Registration Number 2847631 as recorded in the Hong Kong Companies Regis

2. CERTIFICATION OF BOARD RESOLUTIONS The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (the "Board") at a meeting of the Board duly called and held on September 28, 2023, at which a quorum was present and acting throughout the entirety of such meeting in accordance with

3. INCUMBENCY CERTIFICATE The undersigned hereby certifies that each of the following persons is, as of the date hereof, a duly elected or appointed officer or director (as applicable) of the Company, holding the office or title set forth opposite such person's name below, and that the signature set forth opposite each such person's name below is the true and genuine signature of such person: Each of the persons list

4. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS The undersigned hereby certifies the following with respect to the organizational documents of the Company: (a) Certificate of Incorporation. Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation (Form NNC1) of the Company, as issued by the Registrar of Companies of the Hong Kong Companies Registry on March 15, 2016, togethe

5. GOOD STANDING / EXISTING STATUS The undersigned hereby certifies that: (a) The Company is duly incorporated and validly existing as a limited company under and by virtue of the laws of the Hong Kong Special Administrative Region of the People's Republic of China, including the Companies Ordinance (Cap. 622, Laws of Hong Kong). (b) The Company has not been dissolved, wound up, deregistered, or struck off the regist

6. NO CONFLICTS / NO PROCEEDINGS The undersigned hereby certifies that: (a) No Conflicts. The execution, delivery, and performance by the Company of the License Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated thereby (including the payment of the upfront license fee, milestone payments, royalties, and all other amounts due thereunder), do not and will not: (i) vio

7. SUBSIDIARY AUTHORIZATIONS The undersigned further certifies that, to the extent required by the License Agreement (including Sections 2.4 and 14.6 thereof), the appropriate corporate, partnership, or other entity-level authorizations have been obtained, or will be obtained prior to or contemporaneously with the commencement of any activities by such subsidiary under the License Agreement or any Ancillary Agreement

8. REPRESENTATIONS AND RELIANCE The undersigned is executing and delivering this Certificate in connection with the closing (the "Closing") of the transactions contemplated by the License Agreement. The License Agreement was executed by Penterra and Meridian on October 2, 2023 (the "Signing Date"). The Effective Date of the License Agreement is October 20, 2023, being the date on which all conditions to the Closing s

9. EXHIBITS The following exhibits are attached hereto and incorporated herein by reference: Exhibit A: Certified Copy of the Resolutions of the Board of Directors of Meridian Bio Therapeutics Limited, adopted on September 28, 2023, authorizing the License Agreement and the Ancillary Agreements. Exhibit B: Certified Copy of the Certificate of Incorporation of Meridian Bio Therapeutics Limited, as issued by the Hong K