Contract analysis

Section 1. Certification of Board Resolutions Attached hereto as Exhibit A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by the Board of Directors of Penterra Pharmaceuticals Corp. (the "Board") at a meeting of the Board duly called and held on July 18, 2023 (the "Board Meeting"), at which meeting a quorum of the directors was present and acting throughout the entirety of the

Section 2. Incumbency Certificate I further certify that the following persons are the duly elected or appointed, qualified, and acting officers of Penterra Pharmaceuticals Corp. in the capacities set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their respective names are their true and genuine signatures: I further certify that each such officer identified a

Section 3. Certification of Organizational Documents I further certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of Penterra Pharmaceuticals Corp. (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, certificates of corre

Section 4. Good Standing and Due Organization I further certify that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In connection with this certification, I note that a Certificate of Good Standing (also referred to as a Certificate of Status or Certificate of Existence) was issued by the Secretary of State of the State of Delaware with res

Section 5. No Conflicts; No Proceedings I further certify that, to the best of my knowledge after due inquiry, the execution, delivery, and performance by the Company of the License Agreement and each of the ancillary Transaction Documents do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or the Bylaws of the Company; (b) to the knowledge of th

Section 6. Governing Law Acknowledgment I acknowledge, for purposes of this Certificate, that the License Agreement and the related Transaction Documents are governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the l