1018-00001 · Client 1018 · Lock-Up Waiver

lock-up-waiver-consent-broadmark.docx DOCUMENT Capital Markets

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Contract analysis Extract to table

BROADMARK CAPITAL INC. 200 Park Avenue New York, NY 10166

September 29, 2023

Penterra Pharmaceuticals Corp. 400 Meridian Parkway, Suite 1200 Princeton, NJ 08540

Attention: David Orenstein, General Counsel & Corporate Secretary

With copies to:

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Attention: Jennifer Kwon

Whitfield & Garza LLP 590 Madison Avenue, 28th Floor New York, NY 10022

Attention: Patricia Velázquez

Re: Consent to Early Release of Lock-Up Restrictions — Selling Stockholder Secondary Offering of Common Stock of Penterra Pharmaceuticals Corp.

Ladies and Gentlemen:

Reference is hereby made to those certain lock-up agreements (collectively, the "Lock-Up Agreements") entered into by certain stockholders of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company," trading on the Nasdaq Global Select Market under the ticker symbol "PNTR"), in connection with the Company's initial public offering (the "IPO") of 24,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $22.00 per share, which closed on April 17, 2023. The Lock-Up Agreements were executed for the benefit of Broadmark Capital Inc. ("Broadmark"), Ridgeline Securities LLC ("Ridgeline"), and Morningstar Zanthor & Co. ("Morningstar Zanthor"), in their capacity as the lead underwriters and joint book-running managers of the IPO (collectively, the "IPO Lead Underwriters").

Pursuant to the terms of the Lock-Up Agreements, each locked-up party agreed, subject to certain limited exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of Common Stock, for a period of one hundred eighty (180) calendar days commencing on April 17, 2023 and expiring at the close of business on October 14, 2023 (the "Lock-Up Period"), without the prior written consent of the IPO Lead Underwriters.

Reference is further made to the letter from the Company dated September 18, 2023 (the "Waiver Request Letter"), received by Broadmark on September 19, 2023, requesting that Broadmark consent to the early release of the lock-up restrictions imposed by the Lock-Up Agreements with respect to certain shares of Common Stock held by the following stockholders (each, a "Selling Stockholder" and collectively, the "Selling Stockholders"):

As described in the Waiver Request Letter, the early release is requested in connection with a proposed registered selling-stockholder secondary offering (the "Secondary Offering") to be conducted as a shelf takedown under the Company's existing shelf registration statement on Form S-3 (File No. 333-274851), which was filed with the Securities and Exchange Commission (the "SEC") and declared effective on August 22, 2023. The Company has represented in the Waiver Request Letter that the Secondary Offering will be an underwritten offering of Common Stock by the Selling Stockholders only, with no primary shares being offered by the Company, and that the net proceeds of the Secondary Offering will be received solely by the Selling Stockholders.

The Company has requested that such early release become effective as of October 12, 2023, which is the anticipated pricing date and signing date of the underwriting agreement for the Secondary Offering (the "Underwriting Agreement"). The requested early release date of October 12, 2023 is two (2) calendar days prior to the natural expiration of the Lock-Up Period on October 14, 2023.

Having reviewed the Waiver Request Letter and having given due consideration to the nature and terms of the proposed Secondary Offering, and in reliance upon the representations, conditions, and limitations set forth herein, Broadmark hereby provides the following consent:

1. Consent to Early Release and Waiver

Broadmark Capital Inc. hereby consents to the early release and waiver of the lock-up restrictions set forth in the Lock-Up Agreements, solely with respect to the Selling Stockholders identified above, and solely with respect to the following shares of Common Stock:

(a) up to 6,250,000 shares of Common Stock to be offered and sold by the Selling Stockholders in the base Secondary Offering, in the respective amounts set forth in the table above; and

(b) up to an additional 937,500 shares of Common Stock that may be offered and sold by the Selling Stockholders pursuant to the exercise, in whole or in part, of the over-allotment option to be granted to the underwriters of the Secondary Offering in the Underwriting Agreement, in the respective amounts set forth in the table above.

Such waiver and release shall become effective as of October 12, 2023 (the "Early Release Date"). This consent is granted solely to permit the Selling Stockholders to offer, sell, and deliver shares of Common Stock in the Secondary Offering as described in the Waiver Request Letter and as contemplated by the prospectus supplement to be filed in connection therewith.

For the avoidance of doubt, this consent is strictly limited to the shares of Common Stock specified above and does not constitute a release, modification, or waiver of the lock-up restrictions with respect to (i) any other shares of Common Stock or other securities held by any of the Selling Stockholders (including, without limitation, any shares of Common Stock that are not sold in the Secondary Offering as a result of the over-allotment option not being exercised in full or otherwise), or (ii) any shares of Common Stock or other securities held by any other party that is subject to a Lock-Up Agreement. All such shares and securities shall remain subject to the Lock-Up Agreements in accordance with their terms until the natural expiration of the Lock-Up Period at the close of business on October 14, 2023.

2. Waiver of Advance Notice Requirement

Broadmark acknowledges that Section 5(b) of each Lock-Up Agreement provides that any waiver or early release of the lock-up restrictions granted by the IPO Lead Underwriters shall not become effective until fourteen (14) calendar days after the Company and the applicable locked-up stockholder have been provided with written notice of such waiver or early release. Given that (a) the Early Release Date of October 12, 2023 is only two (2) calendar days prior to the natural expiration of the Lock-Up Period on October 14, 2023, (b) the de minimis nature of the gap between the Early Release Date and the natural expiration date renders the fourteen-day advance notice period impracticable and unnecessary to protect the interests that the notice provision was designed to serve, and (c) the Selling Stockholders and the Company have each indicated their awareness of and concurrence with the proposed early release, Broadmark hereby waives the fourteen (14) calendar day advance notice requirement set forth in Section 5(b) of each Lock-Up Agreement, solely with respect to this consent and the early release of the lock-up restrictions as described herein.

3. Conditions to Consent

This consent is conditioned upon, and shall only become effective upon, the satisfaction of each of the following conditions:

(a) Registration Statement. The Secondary Offering shall be conducted as a registered selling-stockholder secondary offering under the Company's Form S-3 shelf registration statement (File No. 333-274851), and a prospectus supplement relating to the Secondary Offering shall be filed with the SEC in accordance with Rule 424(b) under the Securities Act of 1933, as amended. In no event shall this consent be deemed to apply to any offering of Common Stock that is not conducted pursuant to such shelf registration statement.

(b) Consent of Other IPO Lead Underwriters. Each of the other IPO Lead Underwriters — Ridgeline Securities LLC and Morningstar Zanthor & Co. — shall have delivered their respective written consents to the early release of the lock-up restrictions on terms substantially similar to those set forth in this consent, and copies of such consents shall have been delivered to Broadmark prior to the Early Release Date.

(c) New Lock-Up Agreements. Each of the Selling Stockholders shall have executed and delivered new lock-up agreements (the "Secondary Offering Lock-Up Agreements") in connection with the Secondary Offering, in form and substance reasonably satisfactory to the representatives of the underwriters of the Secondary Offering, restricting the offer, sale, pledge, and other disposition of shares of Common Stock retained by such Selling Stockholders for a period of ninety (90) days following the closing of the Secondary Offering, in favor of the representatives of the underwriters in the Secondary Offering. Broadmark acknowledges that it has been informed that the Secondary Offering Lock-Up Agreements will be entered into in connection with the execution and delivery of the Underwriting Agreement.

In the event that any of the foregoing conditions is not satisfied on or prior to the Early Release Date, this consent shall be null and void and of no further force or effect, and the Lock-Up Agreements shall remain in full force and effect in accordance with their original terms as though this consent had never been given.

4. Limitation of Consent

This consent is limited solely and exclusively to the specific transaction and the specific shares of Common Stock described herein. Nothing in this consent shall be construed as:

(a) a modification, amendment, or waiver of any other term, provision, or condition of the Lock-Up Agreements, all of which remain in full force and effect except as expressly waived herein;

(b) establishing a course of dealing, custom, or practice between Broadmark and the Company, the Selling Stockholders, or any other party with respect to the granting of waivers or consents under the Lock-Up Agreements or any other agreement;

(c) obligating Broadmark to grant any future waiver, consent, or early release under the Lock-Up Agreements, any other lock-up agreement, or any other agreement or arrangement, whether on similar terms or otherwise; or

(d) an admission by Broadmark of any obligation to grant such consent or waiver.

For the avoidance of doubt, all shares of Common Stock held by the Selling Stockholders that are not sold in the Secondary Offering (including, without limitation, any shares not subject to the over-allotment option or shares with respect to which the over-allotment option is not exercised) shall remain subject to the Lock-Up Agreements in full until the natural expiration of the Lock-Up Period at the close of business on October 14, 2023, and thereafter shall be subject to the Secondary Offering Lock-Up Agreements entered into in connection with the Secondary Offering, in accordance with the terms thereof.

5. Governing Law

This consent shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

6. Counterparts; Electronic Delivery

This consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by email (including in .pdf format) or other electronic transmission shall be effective as delivery of a manually executed original counterpart.

[Signature Page Follows]

[Signature Page to Lock-Up Waiver Consent]

Very truly yours,