1018-00001 · Client 1018 · Closing Documents

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

Adopted by Unanimous Written Consent Effective as of September 8, 2023

The undersigned, constituting all members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.11 of the Company's Amended and Restated Bylaws, as currently in effect (the "Bylaws"), hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of September 8, 2023. Any action taken by unanimous written consent of the Board shall have the same force and effect as if such action had been taken at a duly convened meeting of the Board at which all directors were present and voted.

RECITALS

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, with its shares of common stock, par value $0.001 per share (the "Common Stock"), listed and traded on The Nasdaq Global Select Market under the ticker symbol "PNTR," and with its principal executive offices located at 400 Meridian Parkway, Suite 1200, Princeton, New Jersey 08540; and

WHEREAS, the Company completed its initial public offering (the "IPO") on April 17, 2023, pursuant to a registration statement on Form S-1 (File No. 333-270412), at a public offering price of $22.00 per share, through the sale of 24,000,000 primary shares of Common Stock, raising gross proceeds to the Company of approximately $528,000,000, before deduction of underwriting discounts, commissions, and offering expenses; and

WHEREAS, as of the date hereof, the Company has 120,000,000 shares of Common Stock issued and outstanding, and no shares of preferred stock are issued or outstanding; and

WHEREAS, the Company filed a shelf registration statement on Form S-3 (File No. 333-274851) with the Securities and Exchange Commission (the "SEC") on August 4, 2023, which was declared effective by the SEC on August 22, 2023 (the "Shelf Registration Statement"), and the related base prospectus included therein (the "Base Prospectus"), registering the offer and sale from time to time of shares of Common Stock, preferred stock, debt securities, warrants, depositary shares, and units by the Company and certain selling stockholders identified therein, in amounts, at prices, and on terms to be determined at the time of any such offering; and

WHEREAS, certain stockholders of the Company (the "Selling Stockholders"), namely:

(i) Dr. Elena Castellano, Board Chair and Co-Founder of the Company, who holds 14,200,000 shares of Common Stock and proposes to sell 3,000,000 shares in the Offering (as defined below);

(ii) Dr. Riccardo Castellano, a Director and Co-Founder of the Company, who holds 12,800,000 shares of Common Stock and proposes to sell 2,500,000 shares in the Offering;

(iii) Dr. Marco Castellano, a Director and Chief Executive Officer of the Company, who holds 4,500,000 shares of Common Stock and proposes to sell 500,000 shares in the Offering; and

(iv) Castellano Family Holdings LLC, a Delaware limited liability company, which holds 8,600,000 shares of Common Stock and proposes to sell 250,000 shares in the Offering;

have informed the Board of their desire to sell an aggregate of 6,250,000 shares of the Company's Common Stock (the "Offered Shares") in a registered selling-stockholder secondary offering (the "Offering") pursuant to a prospectus supplement (the "Prospectus Supplement") to the Base Prospectus forming part of the Shelf Registration Statement, and the Selling Stockholders may also grant the Underwriters (as defined below) a 30-day option to purchase up to an additional 937,500 shares of Common Stock (the "Over-Allotment Shares" and, together with the Offered Shares, the "Shares") solely to cover over-allotments, if any; and

WHEREAS, the Company will not sell any shares of Common Stock in the Offering and will not receive any proceeds from the sale of shares by the Selling Stockholders; and

WHEREAS, the Selling Stockholders are subject to lock-up agreements (the "IPO Lock-Up Agreements") entered into in connection with the Company's IPO on April 17, 2023, with Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co. (collectively, the "IPO Underwriters"), pursuant to which the Selling Stockholders agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock for a period of 180 days following the closing date of the IPO, which lock-up restrictions expire on October 14, 2023 (the "Lock-Up Expiration Date"); and

WHEREAS, the Company intends to request an early release of the lock-up restrictions effective October 12, 2023, solely with respect to shares to be sold by the Selling Stockholders in the Offering, and the IPO Underwriters have indicated a willingness to consider such request; and

WHEREAS, in connection with the Offering, the Company has been advised that the Selling Stockholders propose to enter into an underwriting agreement (the "Underwriting Agreement") with Ridgeline Securities LLC, as lead left book-running manager, Broadmark Capital Inc., as joint book-running manager, and Linden Groves & Co. and Harborview Partners LLC, as co-managers (collectively, the "Underwriters"), pursuant to which the Underwriters will agree to purchase the Offered Shares from the Selling Stockholders at a per-share price and underwriting discount to be determined at the time of pricing; and

WHEREAS, the Company will be a party to the Underwriting Agreement as the issuer of the Common Stock underlying the Offered Shares for the purpose of making certain representations, warranties, and covenants regarding the Company and its business, operations, and financial condition, and for the purpose of providing customary indemnification and contribution with respect to the Offering; and

WHEREAS, it is advisable and in the best interests of the Company to engage Calderwood & Harkness LLP as issuer's counsel in connection with the Offering, on the terms set forth in an engagement letter dated September 5, 2023, including a capped fee arrangement; and

WHEREAS, the Company will bear all expenses related to the Offering (other than the underwriting discount and any selling commissions, which will be borne solely by the Selling Stockholders), which expenses are estimated not to exceed $765,000 in the aggregate; and

WHEREAS, the Board has reviewed and considered the terms and conditions of the Offering, including the proposed Underwriting Agreement, the Prospectus Supplement, and related documents, and has determined, after careful deliberation and with the benefit of advice from management and legal counsel, that it is advisable and in the best interests of the Company and its stockholders, including its non-selling stockholders, to cooperate with and facilitate the Offering on the terms and conditions described herein;

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

Resolution 1 — Authorization of the Offering and Company Cooperation

RESOLVED, that the Board hereby authorizes and approves the Company's cooperation with the Selling Stockholders in connection with the Offering of up to 6,250,000 shares of Common Stock (plus up to 937,500 Over-Allotment Shares, for a potential aggregate of up to 7,187,500 shares), pursuant to a Prospectus Supplement to the Base Prospectus forming part of the Shelf Registration Statement on Form S-3 (File No. 333-274851), and that the appropriate officers of the Company are hereby authorized, empowered, and directed to take all actions and execute and deliver all agreements, instruments, certificates, and other documents as may be necessary, advisable, or appropriate to facilitate the Offering, including, without limitation, cooperating with the Selling Stockholders and the Underwriters in connection with the preparation of offering documents, the conduct of due diligence, the negotiation and execution of transaction agreements, and the consummation of the Offering on such terms and conditions as such officers may approve, with the advice of counsel.

Resolution 2 — Authorization of Prospectus Supplement Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file with the SEC, or cause to be prepared, executed, and filed with the SEC:

(a) a preliminary prospectus supplement and a final Prospectus Supplement to the Base Prospectus under the Shelf Registration Statement, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), setting forth the terms and conditions of the Offering, including the number of shares to be sold, the public offering price, the underwriting discount, and such other information regarding the Company, the Selling Stockholders, the Underwriters, and the Offering as the officers, with the advice of counsel, deem necessary or appropriate;

(b) any free writing prospectus (including, without limitation, a pricing term sheet or preliminary term sheet) filed or to be filed pursuant to Rule 433 under the Securities Act in connection with the Offering;

(c) any amendments or supplements to the Shelf Registration Statement, the Base Prospectus, or the Prospectus Supplement as may be necessary or advisable prior to or following the closing of the Offering; and

(d) any other documents, filings, or submissions to the SEC as may be required or appropriate in connection with the foregoing;

and FURTHER RESOLVED, that David Orenstein, General Counsel and Corporate Secretary, and Lisa Hargrove, Chief Financial Officer, are each specifically and individually authorized to review, approve, and authorize the filing of any and all such documents with the SEC, and to execute any certifications, consents, or acknowledgments required in connection therewith.

Resolution 3 — Authorization of the Underwriting Agreement

RESOLVED, that the Company is hereby authorized to enter into the Underwriting Agreement with the Underwriters, namely Ridgeline Securities LLC (as lead left book-running manager), Broadmark Capital Inc. (as joint book-running manager), Linden Groves & Co. (as co-manager), and Harborview Partners LLC (as co-manager), and the Selling Stockholders, in substantially the form presented to the Board or as may be finalized by the officers of the Company with the advice of counsel, and that the Underwriting Agreement may provide for, among other things:

(a) the sale by the Selling Stockholders of up to 6,250,000 shares of Common Stock at a public offering price and underwriting discount to be determined at the time of pricing, subject to adjustment in accordance with the terms and conditions of the Underwriting Agreement;

(b) the grant by the Selling Stockholders to the Underwriters of a 30-day option to purchase up to 937,500 additional shares of Common Stock solely to cover over-allotments, if any;

(c) customary representations, warranties, and covenants by the Company as issuer, including representations regarding the accuracy and completeness of the Shelf Registration Statement and the Prospectus Supplement, the Company's due organization, good standing, and corporate power, the authorization and valid issuance of the shares of Common Stock, compliance with applicable laws and regulations, and the absence of undisclosed material liabilities, litigation, or material adverse changes;

(d) customary conditions to closing, including the delivery of legal opinions, negative assurance letters, comfort letters, officer's certificates, and other closing deliverables;

(e) customary indemnification and contribution provisions by the Company in favor of the Underwriters and their respective affiliates, directors, officers, employees, and agents, and by the Selling Stockholders in favor of the Underwriters and the Company, in each case with respect to losses, claims, damages, liabilities, and expenses arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in or necessary to make the statements in, the Shelf Registration Statement, the Prospectus Supplement, or any free writing prospectus not misleading; and

(f) such other terms and conditions as are customary for underwriting agreements of this nature;

and FURTHER RESOLVED, that Dr. Marco Castellano, in his capacity as Chief Executive Officer, Lisa Hargrove, in her capacity as Chief Financial Officer, and David Orenstein, in his capacity as General Counsel and Corporate Secretary, are each individually authorized and empowered to negotiate, approve, execute, and deliver the Underwriting Agreement on behalf of the Company, with such changes, modifications, additions, or deletions thereto as any such officer, with the advice of counsel, may deem necessary, advisable, or appropriate, the execution and delivery of the Underwriting Agreement by any such officer to be conclusive evidence of such officer's approval thereof on behalf of the Company.

Resolution 4 — Authorization of Lock-Up Waiver Requests

RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to request, on behalf of the Company, early release of the lock-up restrictions imposed under the IPO Lock-Up Agreements with Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co., solely to the extent necessary to permit the Selling Stockholders to sell their respective shares in the Offering, including by delivering written requests to each of the IPO Underwriters and negotiating and agreeing to any terms or conditions of such early release or waiver, including, without limitation, the waiver of any customary advance notice requirements or other procedural conditions set forth in the IPO Lock-Up Agreements, and that any such request or waiver shall be limited in scope solely to the shares to be sold by the Selling Stockholders in the Offering and shall not constitute a general release of any lock-up restrictions with respect to any other shares of Common Stock held by the Selling Stockholders or any other stockholder of the Company.

Resolution 5 — Authorization of Officer's Certificates and Secretary's Certificates

RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver, or cause to be executed and delivered, in connection with the closing of the Offering:

(a) an Officer's Certificate, to be executed by Dr. Marco Castellano, in his capacity as Chief Executive Officer, and Lisa Hargrove, in her capacity as Chief Financial Officer, certifying, among other things, (i) the accuracy of the Company's representations and warranties contained in the Underwriting Agreement as of the date of execution thereof and as of the closing date, (ii) compliance by the Company with all covenants and agreements required to be performed or satisfied on or prior to the closing date, (iii) the absence of any material adverse change in the business, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included or incorporated by reference in the Prospectus Supplement, and (iv) such other matters as may be required by the Underwriting Agreement or reasonably requested by the Underwriters or their counsel;

(b) a Secretary's Certificate, to be executed by David Orenstein, in his capacity as General Counsel and Corporate Secretary, certifying, among other things, (i) the incumbency and specimen signatures of the officers of the Company executing documents in connection with the Offering, (ii) attaching certified copies of the Company's Amended and Restated Certificate of Incorporation, as amended and currently in effect, and the Company's Amended and Restated Bylaws, as currently in effect, (iii) attaching a true and correct copy of these resolutions, and (iv) certifying that such resolutions have not been amended, modified, or rescinded and remain in full force and effect; and

(c) such other certificates, statements, or documents as may be required under the Underwriting Agreement or as may be reasonably requested by the Underwriters, their counsel, or counsel to the Selling Stockholders in connection with the closing of the Offering.

Resolution 6 — Authorization of Legal Opinions and Negative Assurance Letters

RESOLVED, that Calderwood & Harkness LLP is hereby authorized to deliver, on behalf of the Company, to the Underwriters in connection with the closing of the Offering:

(a) a legal opinion, dated as of the closing date, regarding, among other things, (i) the valid issuance, full payment, and non-assessable nature of the shares of Common Stock to be sold in the Offering, (ii) the due organization and good standing of the Company under the laws of the State of Delaware, (iii) the Company's corporate power and authority to enter into the Underwriting Agreement and perform its obligations thereunder, (iv) the due authorization of the Underwriting Agreement and these resolutions, (v) the absence of violations of the Company's certificate of incorporation and bylaws, and (vi) such other matters as are customary for legal opinions delivered in connection with registered secondary offerings of this nature; and

(b) a negative assurance letter (commonly referred to as a "10b-5 letter"), dated as of the closing date, with respect to the Shelf Registration Statement, the Base Prospectus, and the Prospectus Supplement (and any amendments or supplements thereto), stating that, based on such counsel's participation in the preparation of the Shelf Registration Statement and the Prospectus Supplement and certain procedures performed (but without independent verification), nothing has come to the attention of such counsel that causes them to believe that the Shelf Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus Supplement, as of its date and as of the closing date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

and FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to provide Calderwood & Harkness LLP with such information, documents, access, and cooperation as may be necessary or appropriate for the preparation and delivery of such opinion and negative assurance letter, including, without limitation, the execution and delivery of management representation letters and the provision of access to the Company's books, records, and personnel.

Resolution 7 — Authorization of Comfort Letter Requests and Auditor Engagement

RESOLVED, that the officers of the Company are hereby authorized and directed to request that Graystone & Whitmore LLP, the Company's independent registered public accounting firm, deliver to the Underwriters:

(a) a comfort letter, dated as of the date of the Prospectus Supplement, in customary form and covering the financial statements, financial schedules, selected financial data, and other financial information included or incorporated by reference in the Prospectus Supplement, in accordance with Statement on Auditing Standards No. 72, as amended (AU Section 634, Letters for Underwriters and Certain Other Requesting Parties); and

(b) a bring-down comfort letter, dated as of the closing date, updating the comfort letter described in clause (a) above to the closing date;

and FURTHER RESOLVED, that the officers of the Company are authorized to cooperate fully with Graystone & Whitmore LLP in connection with the preparation and delivery of such comfort letters, including by providing access to the Company's financial records, accounting personnel, and such other information as Graystone & Whitmore LLP may reasonably request.

Resolution 8 — Engagement of Calderwood & Harkness LLP as Issuer's Counsel

RESOLVED, that the engagement of Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, New York 10006, as issuer's counsel in connection with the Offering, on the terms and conditions set forth in the engagement letter dated September 5, 2023, between the Company and Calderwood & Harkness LLP (including a capped fee of $485,000 plus reasonable out-of-pocket disbursements), is hereby ratified, confirmed, and approved in all respects, and the officers of the Company are authorized to execute any further documentation as may be necessary or appropriate to formalize such engagement.

Resolution 9 — Authorization of Issuer Expenses

RESOLVED, that the Company is hereby authorized to pay all expenses of the Offering (other than the underwriting discount, selling commissions, and transfer taxes, which will be borne solely by the Selling Stockholders), in an aggregate amount not to exceed $765,000, including, but not limited to, the following estimated expenses:

For the avoidance of doubt, the SEC registration fee for the shares to be sold in the Offering was previously paid in connection with the filing of the Shelf Registration Statement, and no additional SEC registration fee is expected to be required in connection with the Offering; and

FURTHER RESOLVED, that Lisa Hargrove, in her capacity as Chief Financial Officer, is hereby authorized and empowered to approve, authorize, and direct the payment of the foregoing expenses from the Company's general corporate funds, and to allocate and reallocate amounts among the foregoing expense categories as she deems appropriate, provided that the aggregate amount of such expenses does not exceed $765,000 without further authorization of the Board.

Resolution 10 — Authorization of SEC and Exchange Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed:

(a) a Current Report on Form 8-K with the SEC reporting the Company's entry into the Underwriting Agreement and such other matters relating to the Offering as the officers, with the advice of counsel, deem necessary or appropriate to disclose;

(b) any additional listing applications, supplemental listing notifications, or other submissions to The Nasdaq Stock Market LLC as may be necessary or advisable to ensure that the shares of Common Stock to be sold in the Offering are listed and approved for trading on The Nasdaq Global Select Market;

(c) any reports on Form 4 or other reports required under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, in connection with transactions by the Company's directors, officers, and other insiders in the Offering; and

(d) any other filings, reports, submissions, applications, notifications, or other documents with the SEC, The Nasdaq Stock Market LLC, the Financial Industry Regulatory Authority, Inc. (FINRA), any state securities regulatory authority, or any other regulatory body or self-regulatory organization as may be necessary or advisable in connection with the Offering.

Resolution 11 — Authorization of Transfer Agent Instructions

RESOLVED, that the officers of the Company are hereby authorized and directed to deliver instructions, in writing or by electronic communication, to Pinnacle Trust & Transfer Co., the Company's transfer agent and registrar (the "Transfer Agent"), to facilitate the book-entry delivery of shares of Common Stock through the facilities of The Depository Trust Company ("DTC") in connection with the closing of the Offering, and to confirm the DTC eligibility of the Company's Common Stock (CUSIP No. 70831X 10 5), and to take such other actions with respect to the Transfer Agent and DTC as may be necessary or advisable to effect the settlement and delivery of shares in the Offering, including, without limitation, the delivery of irrevocable transfer instructions, the removal of any restrictive legends, and the issuance of any new book-entry positions as may be required.

Resolution 12 — Authorization of New Lock-Up Agreement

RESOLVED, that the Board hereby acknowledges that, in connection with the Offering, the Selling Stockholders and certain other stockholders, directors, and officers of the Company may be requested to enter into new lock-up agreements (the "Offering Lock-Up Agreements") with Ridgeline Securities LLC, as representative of the Underwriters, restricting the offer, sale, pledge, or other disposition of their retained shares of Common Stock (and securities convertible into or exercisable for Common Stock) for a period of 90 days following the closing of the Offering, subject to customary exceptions, and the officers of the Company are hereby authorized to cooperate with the Underwriters and such stockholders, directors, and officers in connection with the negotiation, execution, and administration of the Offering Lock-Up Agreements, including by providing information and assistance as may be reasonably requested.

Resolution 13 — Authorization of Power of Attorney and Custody Arrangements

RESOLVED, that the Board hereby acknowledges and approves the appointment of David Orenstein, in his capacity as General Counsel and Corporate Secretary of the Company, as attorney-in-fact for the Selling Stockholders, with full power and authority to execute and deliver, on behalf of each Selling Stockholder, the Underwriting Agreement and such other documents as may be necessary or appropriate in connection with the Offering, and the appointment of Pinnacle Trust & Transfer Co. as custodian for the shares of Common Stock to be delivered by the Selling Stockholders at the closing of the Offering, in each case as set forth in the Selling Stockholder Power of Attorney and Custody Agreement (the "POA and Custody Agreement") to be executed by each Selling Stockholder in connection with the Offering, and the officers of the Company are hereby authorized to cooperate with and facilitate the execution, delivery, and performance of the POA and Custody Agreement.

Resolution 14 — General Authority / Omnibus Authorization

RESOLVED, that each of Dr. Marco Castellano, in his capacity as Chief Executive Officer, Lisa Hargrove, in her capacity as Chief Financial Officer, and David Orenstein, in his capacity as General Counsel and Corporate Secretary, acting individually or together, is hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute, deliver, file, or cause to be executed, delivered, or filed, any and all agreements, instruments, certificates, documents, notices, consents, authorizations, instructions, and other papers, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, including, without limitation, the making of any changes, modifications, amendments, additions, or deletions to any of the documents authorized by these resolutions, as any such officer, with the advice of counsel, may approve, the execution and delivery of any such document by any such officer to be conclusive evidence of such officer's determination that such action is necessary, advisable, or appropriate and of the authority granted hereby; and

FURTHER RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by these resolutions, including, without limitation, the negotiation of the terms of the Offering, the preparation of preliminary offering documents, the engagement of counsel and advisors, and communications with the Underwriters and the Selling Stockholders, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

Resolution 15 — Recusal / Interested Director Disclosure

RESOLVED, that the Board hereby notes and acknowledges that Dr. Elena Castellano (Board Chair and Co-Founder), Dr. Riccardo Castellano (Director and Co-Founder), and Dr. Marco Castellano (Director and Chief Executive Officer) are each Selling Stockholders in the Offering, and are therefore interested in the transactions contemplated by these resolutions, within the meaning of Section 144 of the DGCL; and

FURTHER RESOLVED, that the independent, disinterested members of the Board, namely Dr. Priya Ranganathan, Thomas C. Whitmore, and Sandra L. Kim, have carefully considered the potential conflicts of interest arising from the participation of Dr. Elena Castellano, Dr. Riccardo Castellano, and Dr. Marco Castellano as Selling Stockholders in the Offering, and have independently determined, after due deliberation and with the benefit of advice from management and legal counsel, that the Company's cooperation with the Offering, the entry into the Underwriting Agreement, the payment of issuer expenses, and the other actions contemplated by these resolutions are advisable and in the best interests of the Company and all of its stockholders, including its non-selling stockholders, and that the terms and conditions of the Offering and the Company's participation therein are fair and reasonable to the Company; and

FURTHER RESOLVED, that Dr. Elena Castellano, Dr. Riccardo Castellano, and Dr. Marco Castellano have each disclosed their respective interests in the transactions contemplated by these resolutions and have abstained from voting on (or, in the case of this unanimous written consent, have been deemed to recuse themselves from) the resolutions directly authorizing the Company's entry into the Underwriting Agreement and cooperation with the Offering, to the extent required under applicable law and the Company's corporate governance policies; provided that the remaining independent directors, namely Dr. Priya Ranganathan, Thomas C. Whitmore, and Sandra L. Kim, constitute a quorum of disinterested directors under the Bylaws and have unanimously approved such resolutions; and provided, further, that Dr. Elena Castellano, Dr. Riccardo Castellano, and Dr. Marco Castellano have each joined in executing this unanimous written consent solely to evidence the completeness of the consent of all directors and to reflect their participation in the adoption of those resolutions as to which they are not interested, and their execution hereof shall not be deemed to constitute a vote or consent with respect to any resolution from which they have recused themselves.

[Remainder of This Page Intentionally Left Blank — Signature Pages Follow]

This Unanimous Written Consent may be executed in counterparts, including by facsimile or portable document format (PDF) transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the corporate records of the Company.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of September 8, 2023.

________________________________________

Dr. Elena Castellano Board Chair

Date: September 8, 2023

________________________________________

Dr. Riccardo Castellano Director

Date: September 8, 2023

________________________________________

Dr. Marco Castellano Director and Chief Executive Officer

Date: September 8, 2023

________________________________________

Dr. Priya Ranganathan Director (Independent)

Date: September 8, 2023

________________________________________

Thomas C. Whitmore Director (Independent)

Date: September 8, 2023

________________________________________

Sandra L. Kim Director (Independent)

Date: September 8, 2023

SECRETARY'S CERTIFICATION

I, David Orenstein, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company"), and that in such capacity I have custody of and access to the corporate books and records of the Company, including the minute books of the Board of Directors of the Company.

I further certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent without a meeting, effective as of September 8, 2023, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.11 of the Company's Amended and Restated Bylaws.

I further certify that such resolutions have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.

I further certify that the Board of Directors of the Company consists of six (6) members, each of whom executed the foregoing Unanimous Written Consent, and that the independent, disinterested directors acted in accordance with the recusal procedures described in Resolution 15 set forth therein.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of October 17, 2023.

________________________________________

David Orenstein General Counsel & Corporate Secretary Penterra Pharmaceuticals Corp.

Date: October 17, 2023

[Corporate Seal]

Expense Category	Payee	Estimated Amount
Nasdaq supplemental listing fee	The Nasdaq Stock Market LLC	$45,000
Legal fees (issuer's counsel)	Calderwood & Harkness LLP	Up to $485,000
Accounting fees (comfort letters)	Graystone & Whitmore LLP	$175,000
Financial printing costs	Apex Financial Printing Inc.	$35,000
Miscellaneous expenses (EDGAR filing agent fees, courier and delivery charges, and other incidentals)	Various	$25,000
Total	$765,000

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.
Adopted by Unanimous Written Consent Effective as of September 8, 2023
The undersigned, constituting all members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.11 of the Company's Amended and Restated Bylaws, as currently in effect (the "Bylaws"), hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of September 8, 2023. Any action taken by unanimous written consent of the Board shall have the same force and effect as if such action had been taken at a duly convened meeting of the Board at which all directors were present and voted.
RECITALS
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, with its shares of common stock, par value $0.001 per share (the "Common Stock"), listed and traded on The Nasdaq Global Select Market under the ticker symbol "PNTR," and with its principal executive offices located at 400 Meridian Parkway, Suite 1200, Princeton, New Jersey 08540; and
WHEREAS, the Company completed its initial public offering (the "IPO") on April 17, 2023, pursuant to a registration statement on Form S-1 (File No. 333-270412), at a public offering price of $22.00 per share, through the sale of 24,000,000 primary shares of Common Stock, raising gross proceeds to the Company of approximately $528,000,000, before deduction of underwriting discounts, commissions, and offering expenses; and
WHEREAS, as of the date hereof, the Company has 120,000,000 shares of Common Stock issued and outstanding, and no shares of preferred stock are issued or outstanding; and
WHEREAS, the Company filed a shelf registration statement on Form S-3 (File No. 333-274851) with the Securities and Exchange Commission (the "SEC") on August 4, 2023, which was declared effective by the SEC on August 22, 2023 (the "Shelf Registration Statement"), and the related base prospectus included therein (the "Base Prospectus"), registering the offer and sale from time to time of shares of Common Stock, preferred stock, debt securities, warrants, depositary shares, and units by the Company and certain selling stockholders identified therein, in amounts, at prices, and on terms to be determined at the time of any such offering; and
WHEREAS, certain stockholders of the Company (the "Selling Stockholders"), namely:
(i) Dr. Elena Castellano, Board Chair and Co-Founder of the Company, who holds 14,200,000 shares of Common Stock and proposes to sell 3,000,000 shares in the Offering (as defined below);
(ii) Dr. Riccardo Castellano, a Director and Co-Founder of the Company, who holds 12,800,000 shares of Common Stock and proposes to sell 2,500,000 shares in the Offering;
(iii) Dr. Marco Castellano, a Director and Chief Executive Officer of the Company, who holds 4,500,000 shares of Common Stock and proposes to sell 500,000 shares in the Offering; and
(iv) Castellano Family Holdings LLC, a Delaware limited liability company, which holds 8,600,000 shares of Common Stock and proposes to sell 250,000 shares in the Offering;
have informed the Board of their desire to sell an aggregate of 6,250,000 shares of the Company's Common Stock (the "Offered Shares") in a registered selling-stockholder secondary offering (the "Offering") pursuant to a prospectus supplement (the "Prospectus Supplement") to the Base Prospectus forming part of the Shelf Registration Statement, and the Selling Stockholders may also grant the Underwriters (as defined below) a 30-day option to purchase up to an additional 937,500 shares of Common Stock (the "Over-Allotment Shares" and, together with the Offered Shares, the "Shares") solely to cover over-allotments, if any; and
WHEREAS, the Company will not sell any shares of Common Stock in the Offering and will not receive any proceeds from the sale of shares by the Selling Stockholders; and
WHEREAS, the Selling Stockholders are subject to lock-up agreements (the "IPO Lock-Up Agreements") entered into in connection with the Company's IPO on April 17, 2023, with Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co. (collectively, the "IPO Underwriters"), pursuant to which the Selling Stockholders agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock for a period of 180 days following the closing date of the IPO, which lock-up restrictions expire on October 14, 2023 (the "Lock-Up Expiration Date"); and
WHEREAS, the Company intends to request an early release of the lock-up restrictions effective October 12, 2023, solely with respect to shares to be sold by the Selling Stockholders in the Offering, and the IPO Underwriters have indicated a willingness to consider such request; and
WHEREAS, in connection with the Offering, the Company has been advised that the Selling Stockholders propose to enter into an underwriting agreement (the "Underwriting Agreement") with Ridgeline Securities LLC, as lead left book-running manager, Broadmark Capital Inc., as joint book-running manager, and Linden Groves & Co. and Harborview Partners LLC, as co-managers (collectively, the "Underwriters"), pursuant to which the Underwriters will agree to purchase the Offered Shares from the Selling Stockholders at a per-share price and underwriting discount to be determined at the time of pricing; and
WHEREAS, the Company will be a party to the Underwriting Agreement as the issuer of the Common Stock underlying the Offered Shares for the purpose of making certain representations, warranties, and covenants regarding the Company and its business, operations, and financial condition, and for the purpose of providing customary indemnification and contribution with respect to the Offering; and
WHEREAS, it is advisable and in the best interests of the Company to engage Calderwood & Harkness LLP as issuer's counsel in connection with the Offering, on the terms set forth in an engagement letter dated September 5, 2023, including a capped fee arrangement; and
WHEREAS, the Company will bear all expenses related to the Offering (other than the underwriting discount and any selling commissions, which will be borne solely by the Selling Stockholders), which expenses are estimated not to exceed $765,000 in the aggregate; and
WHEREAS, the Board has reviewed and considered the terms and conditions of the Offering, including the proposed Underwriting Agreement, the Prospectus Supplement, and related documents, and has determined, after careful deliberation and with the benefit of advice from management and legal counsel, that it is advisable and in the best interests of the Company and its stockholders, including its non-selling stockholders, to cooperate with and facilitate the Offering on the terms and conditions described herein;
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolution 1 — Authorization of the Offering and Company Cooperation
RESOLVED, that the Board hereby authorizes and approves the Company's cooperation with the Selling Stockholders in connection with the Offering of up to 6,250,000 shares of Common Stock (plus up to 937,500 Over-Allotment Shares, for a potential aggregate of up to 7,187,500 shares), pursuant to a Prospectus Supplement to the Base Prospectus forming part of the Shelf Registration Statement on Form S-3 (File No. 333-274851), and that the appropriate officers of the Company are hereby authorized, empowered, and directed to take all actions and execute and deliver all agreements, instruments, certificates, and other documents as may be necessary, advisable, or appropriate to facilitate the Offering, including, without limitation, cooperating with the Selling Stockholders and the Underwriters in connection with the preparation of offering documents, the conduct of due diligence, the negotiation and execution of transaction agreements, and the consummation of the Offering on such terms and conditions as such officers may approve, with the advice of counsel.
Resolution 2 — Authorization of Prospectus Supplement Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file with the SEC, or cause to be prepared, executed, and filed with the SEC:
(a) a preliminary prospectus supplement and a final Prospectus Supplement to the Base Prospectus under the Shelf Registration Statement, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), setting forth the terms and conditions of the Offering, including the number of shares to be sold, the public offering price, the underwriting discount, and such other information regarding the Company, the Selling Stockholders, the Underwriters, and the Offering as the officers, with the advice of counsel, deem necessary or appropriate;
(b) any free writing prospectus (including, without limitation, a pricing term sheet or preliminary term sheet) filed or to be filed pursuant to Rule 433 under the Securities Act in connection with the Offering;
(c) any amendments or supplements to the Shelf Registration Statement, the Base Prospectus, or the Prospectus Supplement as may be necessary or advisable prior to or following the closing of the Offering; and
(d) any other documents, filings, or submissions to the SEC as may be required or appropriate in connection with the foregoing;
and FURTHER RESOLVED, that David Orenstein, General Counsel and Corporate Secretary, and Lisa Hargrove, Chief Financial Officer, are each specifically and individually authorized to review, approve, and authorize the filing of any and all such documents with the SEC, and to execute any certifications, consents, or acknowledgments required in connection therewith.
Resolution 3 — Authorization of the Underwriting Agreement
RESOLVED, that the Company is hereby authorized to enter into the Underwriting Agreement with the Underwriters, namely Ridgeline Securities LLC (as lead left book-running manager), Broadmark Capital Inc. (as joint book-running manager), Linden Groves & Co. (as co-manager), and Harborview Partners LLC (as co-manager), and the Selling Stockholders, in substantially the form presented to the Board or as may be finalized by the officers of the Company with the advice of counsel, and that the Underwriting Agreement may provide for, among other things:
(a) the sale by the Selling Stockholders of up to 6,250,000 shares of Common Stock at a public offering price and underwriting discount to be determined at the time of pricing, subject to adjustment in accordance with the terms and conditions of the Underwriting Agreement;
(b) the grant by the Selling Stockholders to the Underwriters of a 30-day option to purchase up to 937,500 additional shares of Common Stock solely to cover over-allotments, if any;
(c) customary representations, warranties, and covenants by the Company as issuer, including representations regarding the accuracy and completeness of the Shelf Registration Statement and the Prospectus Supplement, the Company's due organization, good standing, and corporate power, the authorization and valid issuance of the shares of Common Stock, compliance with applicable laws and regulations, and the absence of undisclosed material liabilities, litigation, or material adverse changes;
(d) customary conditions to closing, including the delivery of legal opinions, negative assurance letters, comfort letters, officer's certificates, and other closing deliverables;
(e) customary indemnification and contribution provisions by the Company in favor of the Underwriters and their respective affiliates, directors, officers, employees, and agents, and by the Selling Stockholders in favor of the Underwriters and the Company, in each case with respect to losses, claims, damages, liabilities, and expenses arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in or necessary to make the statements in, the Shelf Registration Statement, the Prospectus Supplement, or any free writing prospectus not misleading; and
(f) such other terms and conditions as are customary for underwriting agreements of this nature;
and FURTHER RESOLVED, that Dr. Marco Castellano, in his capacity as Chief Executive Officer, Lisa Hargrove, in her capacity as Chief Financial Officer, and David Orenstein, in his capacity as General Counsel and Corporate Secretary, are each individually authorized and empowered to negotiate, approve, execute, and deliver the Underwriting Agreement on behalf of the Company, with such changes, modifications, additions, or deletions thereto as any such officer, with the advice of counsel, may deem necessary, advisable, or appropriate, the execution and delivery of the Underwriting Agreement by any such officer to be conclusive evidence of such officer's approval thereof on behalf of the Company.
Resolution 4 — Authorization of Lock-Up Waiver Requests
RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to request, on behalf of the Company, early release of the lock-up restrictions imposed under the IPO Lock-Up Agreements with Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co., solely to the extent necessary to permit the Selling Stockholders to sell their respective shares in the Offering, including by delivering written requests to each of the IPO Underwriters and negotiating and agreeing to any terms or conditions of such early release or waiver, including, without limitation, the waiver of any customary advance notice requirements or other procedural conditions set forth in the IPO Lock-Up Agreements, and that any such request or waiver shall be limited in scope solely to the shares to be sold by the Selling Stockholders in the Offering and shall not constitute a general release of any lock-up restrictions with respect to any other shares of Common Stock held by the Selling Stockholders or any other stockholder of the Company.
Resolution 5 — Authorization of Officer's Certificates and Secretary's Certificates
RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver, or cause to be executed and delivered, in connection with the closing of the Offering:
(a) an Officer's Certificate, to be executed by Dr. Marco Castellano, in his capacity as Chief Executive Officer, and Lisa Hargrove, in her capacity as Chief Financial Officer, certifying, among other things, (i) the accuracy of the Company's representations and warranties contained in the Underwriting Agreement as of the date of execution thereof and as of the closing date, (ii) compliance by the Company with all covenants and agreements required to be performed or satisfied on or prior to the closing date, (iii) the absence of any material adverse change in the business, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included or incorporated by reference in the Prospectus Supplement, and (iv) such other matters as may be required by the Underwriting Agreement or reasonably requested by the Underwriters or their counsel;
(b) a Secretary's Certificate, to be executed by David Orenstein, in his capacity as General Counsel and Corporate Secretary, certifying, among other things, (i) the incumbency and specimen signatures of the officers of the Company executing documents in connection with the Offering, (ii) attaching certified copies of the Company's Amended and Restated Certificate of Incorporation, as amended and currently in effect, and the Company's Amended and Restated Bylaws, as currently in effect, (iii) attaching a true and correct copy of these resolutions, and (iv) certifying that such resolutions have not been amended, modified, or rescinded and remain in full force and effect; and
(c) such other certificates, statements, or documents as may be required under the Underwriting Agreement or as may be reasonably requested by the Underwriters, their counsel, or counsel to the Selling Stockholders in connection with the closing of the Offering.
Resolution 6 — Authorization of Legal Opinions and Negative Assurance Letters
RESOLVED, that Calderwood & Harkness LLP is hereby authorized to deliver, on behalf of the Company, to the Underwriters in connection with the closing of the Offering:
(a) a legal opinion, dated as of the closing date, regarding, among other things, (i) the valid issuance, full payment, and non-assessable nature of the shares of Common Stock to be sold in the Offering, (ii) the due organization and good standing of the Company under the laws of the State of Delaware, (iii) the Company's corporate power and authority to enter into the Underwriting Agreement and perform its obligations thereunder, (iv) the due authorization of the Underwriting Agreement and these resolutions, (v) the absence of violations of the Company's certificate of incorporation and bylaws, and (vi) such other matters as are customary for legal opinions delivered in connection with registered secondary offerings of this nature; and
(b) a negative assurance letter (commonly referred to as a "10b-5 letter"), dated as of the closing date, with respect to the Shelf Registration Statement, the Base Prospectus, and the Prospectus Supplement (and any amendments or supplements thereto), stating that, based on such counsel's participation in the preparation of the Shelf Registration Statement and the Prospectus Supplement and certain procedures performed (but without independent verification), nothing has come to the attention of such counsel that causes them to believe that the Shelf Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus Supplement, as of its date and as of the closing date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
and FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to provide Calderwood & Harkness LLP with such information, documents, access, and cooperation as may be necessary or appropriate for the preparation and delivery of such opinion and negative assurance letter, including, without limitation, the execution and delivery of management representation letters and the provision of access to the Company's books, records, and personnel.
Resolution 7 — Authorization of Comfort Letter Requests and Auditor Engagement
RESOLVED, that the officers of the Company are hereby authorized and directed to request that Graystone & Whitmore LLP, the Company's independent registered public accounting firm, deliver to the Underwriters:
(a) a comfort letter, dated as of the date of the Prospectus Supplement, in customary form and covering the financial statements, financial schedules, selected financial data, and other financial information included or incorporated by reference in the Prospectus Supplement, in accordance with Statement on Auditing Standards No. 72, as amended (AU Section 634, Letters for Underwriters and Certain Other Requesting Parties); and
(b) a bring-down comfort letter, dated as of the closing date, updating the comfort letter described in clause (a) above to the closing date;
and FURTHER RESOLVED, that the officers of the Company are authorized to cooperate fully with Graystone & Whitmore LLP in connection with the preparation and delivery of such comfort letters, including by providing access to the Company's financial records, accounting personnel, and such other information as Graystone & Whitmore LLP may reasonably request.
Resolution 8 — Engagement of Calderwood & Harkness LLP as Issuer's Counsel
RESOLVED, that the engagement of Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, New York 10006, as issuer's counsel in connection with the Offering, on the terms and conditions set forth in the engagement letter dated September 5, 2023, between the Company and Calderwood & Harkness LLP (including a capped fee of $485,000 plus reasonable out-of-pocket disbursements), is hereby ratified, confirmed, and approved in all respects, and the officers of the Company are authorized to execute any further documentation as may be necessary or appropriate to formalize such engagement.
Resolution 9 — Authorization of Issuer Expenses
RESOLVED, that the Company is hereby authorized to pay all expenses of the Offering (other than the underwriting discount, selling commissions, and transfer taxes, which will be borne solely by the Selling Stockholders), in an aggregate amount not to exceed $765,000, including, but not limited to, the following estimated expenses:
For the avoidance of doubt, the SEC registration fee for the shares to be sold in the Offering was previously paid in connection with the filing of the Shelf Registration Statement, and no additional SEC registration fee is expected to be required in connection with the Offering; and
FURTHER RESOLVED, that Lisa Hargrove, in her capacity as Chief Financial Officer, is hereby authorized and empowered to approve, authorize, and direct the payment of the foregoing expenses from the Company's general corporate funds, and to allocate and reallocate amounts among the foregoing expense categories as she deems appropriate, provided that the aggregate amount of such expenses does not exceed $765,000 without further authorization of the Board.
Resolution 10 — Authorization of SEC and Exchange Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed:
(a) a Current Report on Form 8-K with the SEC reporting the Company's entry into the Underwriting Agreement and such other matters relating to the Offering as the officers, with the advice of counsel, deem necessary or appropriate to disclose;
(b) any additional listing applications, supplemental listing notifications, or other submissions to The Nasdaq Stock Market LLC as may be necessary or advisable to ensure that the shares of Common Stock to be sold in the Offering are listed and approved for trading on The Nasdaq Global Select Market;
(c) any reports on Form 4 or other reports required under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, in connection with transactions by the Company's directors, officers, and other insiders in the Offering; and
(d) any other filings, reports, submissions, applications, notifications, or other documents with the SEC, The Nasdaq Stock Market LLC, the Financial Industry Regulatory Authority, Inc. (FINRA), any state securities regulatory authority, or any other regulatory body or self-regulatory organization as may be necessary or advisable in connection with the Offering.
Resolution 11 — Authorization of Transfer Agent Instructions
RESOLVED, that the officers of the Company are hereby authorized and directed to deliver instructions, in writing or by electronic communication, to Pinnacle Trust & Transfer Co., the Company's transfer agent and registrar (the "Transfer Agent"), to facilitate the book-entry delivery of shares of Common Stock through the facilities of The Depository Trust Company ("DTC") in connection with the closing of the Offering, and to confirm the DTC eligibility of the Company's Common Stock (CUSIP No. 70831X 10 5), and to take such other actions with respect to the Transfer Agent and DTC as may be necessary or advisable to effect the settlement and delivery of shares in the Offering, including, without limitation, the delivery of irrevocable transfer instructions, the removal of any restrictive legends, and the issuance of any new book-entry positions as may be required.
Resolution 12 — Authorization of New Lock-Up Agreement
RESOLVED, that the Board hereby acknowledges that, in connection with the Offering, the Selling Stockholders and certain other stockholders, directors, and officers of the Company may be requested to enter into new lock-up agreements (the "Offering Lock-Up Agreements") with Ridgeline Securities LLC, as representative of the Underwriters, restricting the offer, sale, pledge, or other disposition of their retained shares of Common Stock (and securities convertible into or exercisable for Common Stock) for a period of 90 days following the closing of the Offering, subject to customary exceptions, and the officers of the Company are hereby authorized to cooperate with the Underwriters and such stockholders, directors, and officers in connection with the negotiation, execution, and administration of the Offering Lock-Up Agreements, including by providing information and assistance as may be reasonably requested.
Resolution 13 — Authorization of Power of Attorney and Custody Arrangements
RESOLVED, that the Board hereby acknowledges and approves the appointment of David Orenstein, in his capacity as General Counsel and Corporate Secretary of the Company, as attorney-in-fact for the Selling Stockholders, with full power and authority to execute and deliver, on behalf of each Selling Stockholder, the Underwriting Agreement and such other documents as may be necessary or appropriate in connection with the Offering, and the appointment of Pinnacle Trust & Transfer Co. as custodian for the shares of Common Stock to be delivered by the Selling Stockholders at the closing of the Offering, in each case as set forth in the Selling Stockholder Power of Attorney and Custody Agreement (the "POA and Custody Agreement") to be executed by each Selling Stockholder in connection with the Offering, and the officers of the Company are hereby authorized to cooperate with and facilitate the execution, delivery, and performance of the POA and Custody Agreement.
Resolution 14 — General Authority / Omnibus Authorization
RESOLVED, that each of Dr. Marco Castellano, in his capacity as Chief Executive Officer, Lisa Hargrove, in her capacity as Chief Financial Officer, and David Orenstein, in his capacity as General Counsel and Corporate Secretary, acting individually or together, is hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute, deliver, file, or cause to be executed, delivered, or filed, any and all agreements, instruments, certificates, documents, notices, consents, authorizations, instructions, and other papers, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, including, without limitation, the making of any changes, modifications, amendments, additions, or deletions to any of the documents authorized by these resolutions, as any such officer, with the advice of counsel, may approve, the execution and delivery of any such document by any such officer to be conclusive evidence of such officer's determination that such action is necessary, advisable, or appropriate and of the authority granted hereby; and
FURTHER RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by these resolutions, including, without limitation, the negotiation of the terms of the Offering, the preparation of preliminary offering documents, the engagement of counsel and advisors, and communications with the Underwriters and the Selling Stockholders, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
Resolution 15 — Recusal / Interested Director Disclosure
RESOLVED, that the Board hereby notes and acknowledges that Dr. Elena Castellano (Board Chair and Co-Founder), Dr. Riccardo Castellano (Director and Co-Founder), and Dr. Marco Castellano (Director and Chief Executive Officer) are each Selling Stockholders in the Offering, and are therefore interested in the transactions contemplated by these resolutions, within the meaning of Section 144 of the DGCL; and
FURTHER RESOLVED, that the independent, disinterested members of the Board, namely Dr. Priya Ranganathan, Thomas C. Whitmore, and Sandra L. Kim, have carefully considered the potential conflicts of interest arising from the participation of Dr. Elena Castellano, Dr. Riccardo Castellano, and Dr. Marco Castellano as Selling Stockholders in the Offering, and have independently determined, after due deliberation and with the benefit of advice from management and legal counsel, that the Company's cooperation with the Offering, the entry into the Underwriting Agreement, the payment of issuer expenses, and the other actions contemplated by these resolutions are advisable and in the best interests of the Company and all of its stockholders, including its non-selling stockholders, and that the terms and conditions of the Offering and the Company's participation therein are fair and reasonable to the Company; and
FURTHER RESOLVED, that Dr. Elena Castellano, Dr. Riccardo Castellano, and Dr. Marco Castellano have each disclosed their respective interests in the transactions contemplated by these resolutions and have abstained from voting on (or, in the case of this unanimous written consent, have been deemed to recuse themselves from) the resolutions directly authorizing the Company's entry into the Underwriting Agreement and cooperation with the Offering, to the extent required under applicable law and the Company's corporate governance policies; provided that the remaining independent directors, namely Dr. Priya Ranganathan, Thomas C. Whitmore, and Sandra L. Kim, constitute a quorum of disinterested directors under the Bylaws and have unanimously approved such resolutions; and provided, further, that Dr. Elena Castellano, Dr. Riccardo Castellano, and Dr. Marco Castellano have each joined in executing this unanimous written consent solely to evidence the completeness of the consent of all directors and to reflect their participation in the adoption of those resolutions as to which they are not interested, and their execution hereof shall not be deemed to constitute a vote or consent with respect to any resolution from which they have recused themselves.
[Remainder of This Page Intentionally Left Blank — Signature Pages Follow]
This Unanimous Written Consent may be executed in counterparts, including by facsimile or portable document format (PDF) transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the corporate records of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of September 8, 2023.
________________________________________
Dr. Elena Castellano Board Chair
Date: September 8, 2023
________________________________________
Dr. Riccardo Castellano Director
Date: September 8, 2023
________________________________________
Dr. Marco Castellano Director and Chief Executive Officer
Date: September 8, 2023
________________________________________
Dr. Priya Ranganathan Director (Independent)
Date: September 8, 2023
________________________________________
Thomas C. Whitmore Director (Independent)
Date: September 8, 2023
________________________________________
Sandra L. Kim Director (Independent)
Date: September 8, 2023
SECRETARY'S CERTIFICATION
I, David Orenstein, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company"), and that in such capacity I have custody of and access to the corporate books and records of the Company, including the minute books of the Board of Directors of the Company.
I further certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent without a meeting, effective as of September 8, 2023, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.11 of the Company's Amended and Restated Bylaws.
I further certify that such resolutions have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.
I further certify that the Board of Directors of the Company consists of six (6) members, each of whom executed the foregoing Unanimous Written Consent, and that the independent, disinterested directors acted in accordance with the recusal procedures described in Resolution 15 set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of October 17, 2023.
________________________________________
David Orenstein General Counsel & Corporate Secretary Penterra Pharmaceuticals Corp.
Date: October 17, 2023
[Corporate Seal]
Expense Category | Payee | Estimated Amount
Nasdaq supplemental listing fee | The Nasdaq Stock Market LLC | $45,000
Legal fees (issuer's counsel) | Calderwood & Harkness LLP | Up to $485,000
Accounting fees (comfort letters) | Graystone & Whitmore LLP | $175,000
Financial printing costs | Apex Financial Printing Inc. | $35,000
Miscellaneous expenses (EDGAR filing agent fees, courier and delivery charges, and other incidentals) | Various | $25,000
Total | $765,000

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

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RESOLUTIONS

SECRETARY'S CERTIFICATION

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