Contract analysis

I. Introductory Recitals I, Thomas F. Holbrook, do hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Buyer"), with its principal executive offices at 1100 Meridian Boulevard, Suite 400, Princeton, New Jersey 08540. This Secretary's Certifi

II. Good Standing and Organization I hereby certify that Penterra Pharmaceuticals Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated on March 14, 2006, by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company's registered agent for service o

III. Certification of Certificate of Incorporation I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Penterra Pharmaceuticals Corp., as amended, restated, supplemented, or otherwise modified through the date hereof (including all certificates of amendment, certificates of designation, and certificates of correction filed with the Secretary

IV. Certification of Bylaws I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Penterra Pharmaceuticals Corp., as amended, restated, supplemented, or otherwise modified through the date hereof, and as currently in full force and effect as of the date of this Certificate. No amendments to the Bylaws have been adopted by the Board of Directors or the stockholders o

V. Certification of Board Resolutions I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Penterra Pharmaceuticals Corp. on June 10, 2024, in connection with the Transaction. The Resolutions were duly adopted at a meeting of the Board of Directors duly called and held in accordance with the Certificat

VI. Incumbency and Authority of Officers I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of Penterra Pharmaceuticals Corp. holding the offices 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: Each of the foregoing officers was duly holdi

VII. Certification Regarding Chair of the Board of Directors I hereby certify that Margaret Liu Whitfield is the duly elected and acting Chair of the Board of Directors of Penterra Pharmaceuticals Corp. Ms. Whitfield has served as Chair of the Board of Directors continuously since her election to such position by the Board of Directors. Ms. Whitfield presided over the meeting of the Board of Directors at which the Re

VIII. No Conflict; No Proceedings I hereby certify that, based upon my review of the Certificate of Incorporation and Bylaws of the Company in connection with the Transaction, the execution, delivery, and performance by the Company of the Agreement and the ancillary transaction documents, and the consummation of the transactions contemplated thereby, do not and will not (a) conflict with or violate the Certificate of

IX. Further Certifications I further certify that all corporate action on the part of Penterra Pharmaceuticals Corp. and its Board of Directors, officers, and stockholders necessary for the authorization, execution, delivery, and performance of the Agreement and the ancillary transaction documents, and for the consummation of the transactions contemplated thereby, has been duly and validly taken in accordance with th

X. Reliance This Certificate is being furnished and delivered for the benefit of Veridian Biosciences, Inc., the Sellers, and David Ng, solely in his capacity as Stockholder Representative, and their respective successors and permitted assigns, each of whom is entitled to rely upon the certifications and representations contained herein in connection with the closing of the Transaction and the delivery of the Agreeme