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Contract analysis / board-resolution-termination.docx

board-resolution-termination.docx

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1. I am the duly appointed General Counsel and Secretary of Penterra Pharmaceuticals Corp

1. I am the duly appointed General Counsel and Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company").

2. The foregoing is a true, complete, and correct copy of the resolutions adopted by the

2. The foregoing is a true, complete, and correct copy of the resolutions adopted by the Board of Directors of the Company by Unanimous Written Consent in Lieu of a Special Meeting, effective as of September 27, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.8 of the Amended and Restated Bylaws of the Company.

3. Such resolutions were duly adopted by all of the members of the Board of Directors of

3. Such resolutions were duly adopted by all of the members of the Board of Directors of the Company, with all directors consenting thereto in writing.

4. Such resolutions have not been amended, modified, supplemented, or rescinded, and rema

4. Such resolutions have not been amended, modified, supplemented, or rescinded, and remain in full force and effect as of the date hereof.

5. There are no proceedings pending or, to my knowledge, threatened for the dissolution o

5. There are no proceedings pending or, to my knowledge, threatened for the dissolution or liquidation of the Company, and the Company is in good standing under the laws of the State of Delaware. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of September 27, 2024. PENTERRA PHARMACEUTICALS CORP. By: ________ Name: Thomas F. Holbrook Title: General Counsel and Secretar