lock-up-waiver-request-ridgeline.docx

1018-00001 · Client 1018 · Lock-Up Waiver

lock-up-waiver-request-ridgeline.docx DOCUMENT Capital Markets

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PENTERRA PHARMACEUTICALS CORP. 400 Meridian Parkway, Suite 1200 Princeton, New Jersey 08540 Telephone: (609) 555-4100 Facsimile: (609) 555-4101

September 18, 2023

Ridgeline Securities LLC 383 Madison Avenue New York, New York 10017

Attention: Jonathan Pryce-Hall, Managing Director

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

Dear Mr. Pryce-Hall:

This letter is sent on behalf of Penterra Pharmaceuticals Corp., a Delaware corporation ("PPC" or the "Company"), to Ridgeline Securities LLC ("Ridgeline") in connection with (i) the Company's initial public offering of shares of its common stock, par value $0.001 per share (the "Common Stock"), which closed on April 17, 2023 (the "IPO"), and (ii) the lock-up agreements (each, a "Lock-Up Agreement" and, collectively, the "Lock-Up Agreements") entered into by certain directors, officers, and holders of 5% or more of the outstanding Common Stock of the Company in connection with the IPO, in each case in favor of Ridgeline, Broadmark Capital Inc. ("Broadmark"), and Morningstar Zanthor & Co. ("Morningstar Zanthor," and together with Ridgeline and Broadmark, the "IPO Lead Underwriters"). As you are aware, Ridgeline served as the lead left book-running manager for the IPO. The Company is writing to respectfully request Ridgeline's written consent to an early release of the lock-up restrictions imposed by the Lock-Up Agreements, solely with respect to certain shares of Common Stock to be sold by the selling stockholders identified below in a registered secondary offering, on the terms and subject to the conditions set forth in this letter.

Background — The Lock-Up Agreements

As you are aware, in connection with the IPO, each of the Company's directors, executive officers, and stockholders beneficially owning 5% or more of the outstanding Common Stock entered into a Lock-Up Agreement in substantially identical form with the IPO Lead Underwriters, a copy of which was filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (File No. 333-270422). Pursuant to the terms of the Lock-Up Agreements, each signatory agreed that, for a period of 180 days following the date of the closing of the IPO (i.e., commencing April 17, 2023), he, she, or it would not, directly or indirectly, (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for Common Stock, whether now owned or hereafter acquired, (b) enter into any swap, hedge, or other agreement that transfers, in whole or in part, the economic consequences of ownership of Common Stock, or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock, in each case without the prior written consent of all three IPO Lead Underwriters.

Based on the 180-day period commencing on April 17, 2023, the lock-up restrictions under the Lock-Up Agreements are scheduled to expire at 11:59 p.m. Eastern Time on October 14, 2023 (the "Lock-Up Expiration Date").

The Lock-Up Agreements further provide that the restrictions described above may be released, in whole or in part, prior to the Lock-Up Expiration Date with the prior written consent of each of the three IPO Lead Underwriters — namely, Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co. In addition, the Lock-Up Agreements contain a customary provision requiring that the applicable lock-up parties and the Company receive no less than 14 calendar days' advance written notice of any proposed early release prior to the effective date thereof. For the reasons described below, the Company respectfully requests that Ridgeline also waive such 14-day advance notice requirement in this instance, given the de minimis gap of only two calendar days between the requested early release date (October 12, 2023) and the natural Lock-Up Expiration Date (October 14, 2023).

Description of the Proposed Secondary Offering

The Company is facilitating a registered selling-stockholder secondary offering (the "Offering") of shares of Common Stock to be sold by certain existing stockholders described in greater detail below. The Offering will be conducted as a shelf takedown offering pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-274851), which was initially filed with the Securities and Exchange Commission (the "SEC") on August 4, 2023, and was declared effective by the SEC on August 22, 2023. A prospectus supplement relating to the Offering will be filed with the SEC in due course pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

The Company wishes to emphasize that the Offering is a secondary offering only. The Company will not sell any primary shares of Common Stock in the Offering and will not receive any proceeds from the sale of shares by the selling stockholders. All net proceeds from the Offering will be received by the selling stockholders, after deducting underwriting discounts and commissions and any applicable offering expenses payable by the selling stockholders.

The book-running managers for the Offering will be Ridgeline Securities LLC (lead left book-running manager) and Broadmark Capital Inc. (joint book-running manager). Linden Groves & Co. and Harborview Partners LLC will serve as co-managers for the Offering.

Identification of Selling Stockholders and Shares to Be Sold

The following selling stockholders (collectively, the "Selling Stockholders"), each of whom is a signatory to the Lock-Up Agreements, propose to sell shares of Common Stock in the Offering:

As set forth above, the total base offering will consist of 6,250,000 shares of Common Stock, and the underwriters will be granted a 30-day over-allotment option to purchase up to an additional 937,500 shares of Common Stock from the Selling Stockholders (representing 15% of the base offering), for a total of up to 7,187,500 shares of Common Stock if the over-allotment option is exercised in full.

The combined pre-offering holdings of the Castellano family (including all four Selling Stockholders identified above) total 40,100,000 shares of Common Stock, which represents approximately 33.4% of the 120,000,000 shares of Common Stock currently outstanding. Assuming the sale of all base offering shares and full exercise of the underwriters' over-allotment option, the Castellano family's post-offering holdings would be approximately 32,912,500 shares of Common Stock, representing approximately 27.4% of the shares of Common Stock outstanding. The Company believes that the Castellano family's continued significant ownership stake following the Offering demonstrates their long-term commitment to the Company and should provide comfort to the market regarding the nature and purpose of the Offering.

Specific Waiver Requested

In light of the foregoing, the Company respectfully requests that Ridgeline consent to the early release of the lock-up restrictions imposed by the Lock-Up Agreements, on the following terms and conditions:

1. Scope of Release. The early release shall apply solely with respect to up to 7,187,500 shares of Common Stock in the aggregate (consisting of 6,250,000 base offering shares and up to 937,500 over-allotment option shares), to be sold by the Selling Stockholders in the Offering as described herein. All other restrictions imposed by the Lock-Up Agreements on shares of Common Stock not sold in the Offering, including any shares held by lock-up signatories other than the Selling Stockholders, shall remain in full force and effect through the original Lock-Up Expiration Date of October 14, 2023.

2. Effective Date of Release. The early release shall become effective as of October 12, 2023 (the anticipated pricing and trade date for the Offering), which is two (2) calendar days prior to the natural Lock-Up Expiration Date of October 14, 2023.

3. Purpose Limitation. The early release is requested solely to permit the Selling Stockholders to (a) enter into an underwriting agreement with the underwriters of the Offering and (b) sell shares of Common Stock in the Offering in accordance with the terms of such underwriting agreement. The Selling Stockholders shall not be permitted to sell, transfer, or otherwise dispose of any released shares of Common Stock other than through the Offering.

4. Waiver of 14-Day Advance Notice Requirement. The Company further requests that Ridgeline waive the 14-day advance notice requirement set forth in Section 3 of the Lock-Up Agreements with respect to this early release, in light of the de minimis nature of the two-calendar-day gap between the requested early release date and the natural Lock-Up Expiration Date. The Company believes that the advance notice requirement was intended to protect against premature market releases that could adversely affect the trading price of the Common Stock; given that the early release is being requested solely in connection with an orderly, underwritten secondary offering in which Ridgeline is serving as lead left book-running manager, and the time gap between the early release date and the natural expiration is only two calendar days, the Company believes that the policy objectives underlying the advance notice requirement are fully satisfied.

New Lock-Up Commitment

In connection with the Offering, and as additional assurance to Ridgeline and the other underwriters, each of the Selling Stockholders has agreed to enter into a new 90-day lock-up agreement (each, a "New Lock-Up Agreement") in favor of Ridgeline and Broadmark, as representatives of the several underwriters of the Offering. The New Lock-Up Agreements will restrict the offer, sale, pledge, or other disposition of all shares of Common Stock retained by the Selling Stockholders following the closing of the Offering for a period of 90 days following the closing date of the Offering. Based on the anticipated closing date of October 17, 2023 (assuming settlement on a T+3 basis), the New Lock-Up Agreements would expire on January 15, 2024. The New Lock-Up Agreements will contain customary terms and conditions consistent with market practice for secondary offerings of this type, including customary exceptions for gifts, transfers to affiliates, and establishment of 10b5-1 plans (subject to volume limitations), and will provide that early release may be granted with the prior written consent of Ridgeline and Broadmark as representatives.

The Company believes that the execution of the New Lock-Up Agreements by the Selling Stockholders, which will extend the effective lock-up restrictions on all shares of Common Stock retained by the Selling Stockholders through January 15, 2024, provides meaningful additional protection to the market and to investors in the Offering, and further supports the appropriateness of the requested two-day early release of the existing Lock-Up Agreements.

Anticipated Timeline

The Company and the Selling Stockholders currently anticipate the following timeline for the Offering, subject to market conditions and other factors:

The foregoing timeline is subject to change based on market conditions, SEC review, and other factors, and is provided for informational purposes only to assist Ridgeline in evaluating this request. The Company will keep Ridgeline informed of any material changes to the anticipated timeline.

Request for Prompt Response

The Company respectfully requests that Ridgeline deliver its written consent to the early release described herein at its earliest convenience, and in any event no later than September 29, 2023, in order to facilitate the Offering timeline and permit the Company and its counsel to prepare and file the preliminary prospectus supplement with the SEC on a timely basis. For your convenience, a form of Lock-Up Waiver Consent Letter is enclosed herewith for Ridgeline's execution and return.

Please note that consent letters substantially identical to this request are being sent simultaneously to Broadmark Capital Inc. and Morningstar Zanthor & Co., as the written consent of all three IPO Lead Underwriters is required under the terms of the Lock-Up Agreements in order for the early release to become effective. The Company will promptly advise Ridgeline upon receipt of the required consents from Broadmark and Morningstar Zanthor.

Issuer's Counsel Contact Information

The Company's legal counsel in connection with the Offering is Calderwood & Harkness LLP. Any questions or inquiries regarding this waiver request, the Lock-Up Agreements, the proposed Offering, or any related matters may be directed to:

Jennifer Kwon, Partner Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 555-7800

Email: jkwon@calderwoodharkness.com

Audrey Zhou, Senior Associate Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 555-7825

Email: azhou@calderwoodharkness.com

Questions may also be directed to the undersigned at (609) 555-4100 or dorenstein@penterrapharma.com.

Selling Stockholders' Personal Counsel

The Selling Stockholders are separately represented in connection with the Offering and with this waiver request by Whitfield & Garza LLP. Any communications directed to the Selling Stockholders' personal counsel may be addressed to:

Patricia Velázquez, Partner Whitfield & Garza LLP 590 Madison Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-3400

Email: pvelazquez@whitfieldgarza.com

We appreciate Ridgeline's prompt consideration of this request and its continued support of the Company. We believe that the proposed Offering, together with the new lock-up commitments described herein, represents a constructive development for the Company and its stockholders, and we look forward to working with Ridgeline in its capacity as lead left book-running manager for the Offering.

Please do not hesitate to contact me or Ms. Kwon at Calderwood & Harkness if you have any questions regarding this request or if you require any additional information.

Very truly yours,

PENTERRA PHARMACEUTICALS CORP.

By: ________

David Orenstein General Counsel & Corporate Secretary Penterra Pharmaceuticals Corp.

cc:

Jennifer Kwon, Calderwood & Harkness LLP (Issuer's Counsel)

Patricia Velázquez, Whitfield & Garza LLP (Selling Stockholders' Personal Counsel)

Margaret Hui, Caldwell, Pearce & Strauss LLP (Underwriters' Counsel)

Lisa Hargrove, Chief Financial Officer, Penterra Pharmaceuticals Corp.

Enclosure: Form of Lock-Up Waiver Consent Letter (for Ridgeline Securities LLC's execution and return)

Selling Stockholder	Position / Affiliation	Shares Currently Held	Base Offering Shares	Over-Allotment Option Shares (up to)
Dr. Elena Castellano	Co-Founder and Board Chair	14,200,000	3,000,000	450,000
Dr. Riccardo Castellano	Co-Founder and Board Member	12,800,000	2,500,000	375,000
Dr. Marco Castellano	Chief Executive Officer	4,500,000	500,000	75,000
Castellano Family Holdings LLC	Delaware LLC; family holding vehicle	8,600,000	250,000	37,500
Totals	40,100,000	6,250,000	937,500
Event	Anticipated Date
Filing of preliminary prospectus supplement with the SEC	October 2, 2023
Road show and marketing period	October 9–11, 2023
Pricing of Offering and execution of underwriting agreement	October 12, 2023
Lock-up early release effective date (requested)	October 12, 2023
Original lock-up expiration date (under Lock-Up Agreements)	October 14, 2023
Settlement and closing of the Offering (T+3)	October 17, 2023
New Lock-Up Agreement expiration date (90 days post-closing)	January 15, 2024

PENTERRA PHARMACEUTICALS CORP. 400 Meridian Parkway, Suite 1200 Princeton, New Jersey 08540 Telephone: (609) 555-4100 Facsimile: (609) 555-4101
September 18, 2023
Ridgeline Securities LLC 383 Madison Avenue New York, New York 10017
Attention: Jonathan Pryce-Hall, Managing Director
Re: Request for Early Release of Lock-Up Restrictions — Registered Selling-Stockholder Secondary Offering of Common Stock of Penterra Pharmaceuticals Corp.
Dear Mr. Pryce-Hall:
This letter is sent on behalf of Penterra Pharmaceuticals Corp., a Delaware corporation ("PPC" or the "Company"), to Ridgeline Securities LLC ("Ridgeline") in connection with (i) the Company's initial public offering of shares of its common stock, par value $0.001 per share (the "Common Stock"), which closed on April 17, 2023 (the "IPO"), and (ii) the lock-up agreements (each, a "Lock-Up Agreement" and, collectively, the "Lock-Up Agreements") entered into by certain directors, officers, and holders of 5% or more of the outstanding Common Stock of the Company in connection with the IPO, in each case in favor of Ridgeline, Broadmark Capital Inc. ("Broadmark"), and Morningstar Zanthor & Co. ("Morningstar Zanthor," and together with Ridgeline and Broadmark, the "IPO Lead Underwriters"). As you are aware, Ridgeline served as the lead left book-running manager for the IPO. The Company is writing to respectfully request Ridgeline's written consent to an early release of the lock-up restrictions imposed by the Lock-Up Agreements, solely with respect to certain shares of Common Stock to be sold by the selling stockholders identified below in a registered secondary offering, on the terms and subject to the conditions set forth in this letter.
Background — The Lock-Up Agreements
As you are aware, in connection with the IPO, each of the Company's directors, executive officers, and stockholders beneficially owning 5% or more of the outstanding Common Stock entered into a Lock-Up Agreement in substantially identical form with the IPO Lead Underwriters, a copy of which was filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (File No. 333-270422). Pursuant to the terms of the Lock-Up Agreements, each signatory agreed that, for a period of 180 days following the date of the closing of the IPO (i.e., commencing April 17, 2023), he, she, or it would not, directly or indirectly, (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for Common Stock, whether now owned or hereafter acquired, (b) enter into any swap, hedge, or other agreement that transfers, in whole or in part, the economic consequences of ownership of Common Stock, or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock, in each case without the prior written consent of all three IPO Lead Underwriters.
Based on the 180-day period commencing on April 17, 2023, the lock-up restrictions under the Lock-Up Agreements are scheduled to expire at 11:59 p.m. Eastern Time on October 14, 2023 (the "Lock-Up Expiration Date").
The Lock-Up Agreements further provide that the restrictions described above may be released, in whole or in part, prior to the Lock-Up Expiration Date with the prior written consent of each of the three IPO Lead Underwriters — namely, Ridgeline Securities LLC, Broadmark Capital Inc., and Morningstar Zanthor & Co. In addition, the Lock-Up Agreements contain a customary provision requiring that the applicable lock-up parties and the Company receive no less than 14 calendar days' advance written notice of any proposed early release prior to the effective date thereof. For the reasons described below, the Company respectfully requests that Ridgeline also waive such 14-day advance notice requirement in this instance, given the de minimis gap of only two calendar days between the requested early release date (October 12, 2023) and the natural Lock-Up Expiration Date (October 14, 2023).
Description of the Proposed Secondary Offering
The Company is facilitating a registered selling-stockholder secondary offering (the "Offering") of shares of Common Stock to be sold by certain existing stockholders described in greater detail below. The Offering will be conducted as a shelf takedown offering pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-274851), which was initially filed with the Securities and Exchange Commission (the "SEC") on August 4, 2023, and was declared effective by the SEC on August 22, 2023. A prospectus supplement relating to the Offering will be filed with the SEC in due course pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
The Company wishes to emphasize that the Offering is a secondary offering only. The Company will not sell any primary shares of Common Stock in the Offering and will not receive any proceeds from the sale of shares by the selling stockholders. All net proceeds from the Offering will be received by the selling stockholders, after deducting underwriting discounts and commissions and any applicable offering expenses payable by the selling stockholders.
The book-running managers for the Offering will be Ridgeline Securities LLC (lead left book-running manager) and Broadmark Capital Inc. (joint book-running manager). Linden Groves & Co. and Harborview Partners LLC will serve as co-managers for the Offering.
Identification of Selling Stockholders and Shares to Be Sold
The following selling stockholders (collectively, the "Selling Stockholders"), each of whom is a signatory to the Lock-Up Agreements, propose to sell shares of Common Stock in the Offering:
As set forth above, the total base offering will consist of 6,250,000 shares of Common Stock, and the underwriters will be granted a 30-day over-allotment option to purchase up to an additional 937,500 shares of Common Stock from the Selling Stockholders (representing 15% of the base offering), for a total of up to 7,187,500 shares of Common Stock if the over-allotment option is exercised in full.
The combined pre-offering holdings of the Castellano family (including all four Selling Stockholders identified above) total 40,100,000 shares of Common Stock, which represents approximately 33.4% of the 120,000,000 shares of Common Stock currently outstanding. Assuming the sale of all base offering shares and full exercise of the underwriters' over-allotment option, the Castellano family's post-offering holdings would be approximately 32,912,500 shares of Common Stock, representing approximately 27.4% of the shares of Common Stock outstanding. The Company believes that the Castellano family's continued significant ownership stake following the Offering demonstrates their long-term commitment to the Company and should provide comfort to the market regarding the nature and purpose of the Offering.
Specific Waiver Requested
In light of the foregoing, the Company respectfully requests that Ridgeline consent to the early release of the lock-up restrictions imposed by the Lock-Up Agreements, on the following terms and conditions:
1.  Scope of Release. The early release shall apply solely with respect to up to 7,187,500 shares of Common Stock in the aggregate (consisting of 6,250,000 base offering shares and up to 937,500 over-allotment option shares), to be sold by the Selling Stockholders in the Offering as described herein. All other restrictions imposed by the Lock-Up Agreements on shares of Common Stock not sold in the Offering, including any shares held by lock-up signatories other than the Selling Stockholders, shall remain in full force and effect through the original Lock-Up Expiration Date of October 14, 2023.
2.  Effective Date of Release. The early release shall become effective as of October 12, 2023 (the anticipated pricing and trade date for the Offering), which is two (2) calendar days prior to the natural Lock-Up Expiration Date of October 14, 2023.
3.  Purpose Limitation. The early release is requested solely to permit the Selling Stockholders to (a) enter into an underwriting agreement with the underwriters of the Offering and (b) sell shares of Common Stock in the Offering in accordance with the terms of such underwriting agreement. The Selling Stockholders shall not be permitted to sell, transfer, or otherwise dispose of any released shares of Common Stock other than through the Offering.
4.  Waiver of 14-Day Advance Notice Requirement. The Company further requests that Ridgeline waive the 14-day advance notice requirement set forth in Section 3 of the Lock-Up Agreements with respect to this early release, in light of the de minimis nature of the two-calendar-day gap between the requested early release date and the natural Lock-Up Expiration Date. The Company believes that the advance notice requirement was intended to protect against premature market releases that could adversely affect the trading price of the Common Stock; given that the early release is being requested solely in connection with an orderly, underwritten secondary offering in which Ridgeline is serving as lead left book-running manager, and the time gap between the early release date and the natural expiration is only two calendar days, the Company believes that the policy objectives underlying the advance notice requirement are fully satisfied.
New Lock-Up Commitment
In connection with the Offering, and as additional assurance to Ridgeline and the other underwriters, each of the Selling Stockholders has agreed to enter into a new 90-day lock-up agreement (each, a "New Lock-Up Agreement") in favor of Ridgeline and Broadmark, as representatives of the several underwriters of the Offering. The New Lock-Up Agreements will restrict the offer, sale, pledge, or other disposition of all shares of Common Stock retained by the Selling Stockholders following the closing of the Offering for a period of 90 days following the closing date of the Offering. Based on the anticipated closing date of October 17, 2023 (assuming settlement on a T+3 basis), the New Lock-Up Agreements would expire on January 15, 2024. The New Lock-Up Agreements will contain customary terms and conditions consistent with market practice for secondary offerings of this type, including customary exceptions for gifts, transfers to affiliates, and establishment of 10b5-1 plans (subject to volume limitations), and will provide that early release may be granted with the prior written consent of Ridgeline and Broadmark as representatives.
The Company believes that the execution of the New Lock-Up Agreements by the Selling Stockholders, which will extend the effective lock-up restrictions on all shares of Common Stock retained by the Selling Stockholders through January 15, 2024, provides meaningful additional protection to the market and to investors in the Offering, and further supports the appropriateness of the requested two-day early release of the existing Lock-Up Agreements.
Anticipated Timeline
The Company and the Selling Stockholders currently anticipate the following timeline for the Offering, subject to market conditions and other factors:
The foregoing timeline is subject to change based on market conditions, SEC review, and other factors, and is provided for informational purposes only to assist Ridgeline in evaluating this request. The Company will keep Ridgeline informed of any material changes to the anticipated timeline.
Request for Prompt Response
The Company respectfully requests that Ridgeline deliver its written consent to the early release described herein at its earliest convenience, and in any event no later than September 29, 2023, in order to facilitate the Offering timeline and permit the Company and its counsel to prepare and file the preliminary prospectus supplement with the SEC on a timely basis. For your convenience, a form of Lock-Up Waiver Consent Letter is enclosed herewith for Ridgeline's execution and return.
Please note that consent letters substantially identical to this request are being sent simultaneously to Broadmark Capital Inc. and Morningstar Zanthor & Co., as the written consent of all three IPO Lead Underwriters is required under the terms of the Lock-Up Agreements in order for the early release to become effective. The Company will promptly advise Ridgeline upon receipt of the required consents from Broadmark and Morningstar Zanthor.
Issuer's Counsel Contact Information
The Company's legal counsel in connection with the Offering is Calderwood & Harkness LLP. Any questions or inquiries regarding this waiver request, the Lock-Up Agreements, the proposed Offering, or any related matters may be directed to:
Jennifer Kwon, Partner Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 555-7800
Email: jkwon@calderwoodharkness.com
or
Audrey Zhou, Senior Associate Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 555-7825
Email: azhou@calderwoodharkness.com
Questions may also be directed to the undersigned at (609) 555-4100 or dorenstein@penterrapharma.com.
Selling Stockholders' Personal Counsel
The Selling Stockholders are separately represented in connection with the Offering and with this waiver request by Whitfield & Garza LLP. Any communications directed to the Selling Stockholders' personal counsel may be addressed to:
Patricia Velázquez, Partner Whitfield & Garza LLP 590 Madison Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-3400
Email: pvelazquez@whitfieldgarza.com
We appreciate Ridgeline's prompt consideration of this request and its continued support of the Company. We believe that the proposed Offering, together with the new lock-up commitments described herein, represents a constructive development for the Company and its stockholders, and we look forward to working with Ridgeline in its capacity as lead left book-running manager for the Offering.
Please do not hesitate to contact me or Ms. Kwon at Calderwood & Harkness if you have any questions regarding this request or if you require any additional information.
Very truly yours,
PENTERRA PHARMACEUTICALS CORP.
By: ________
David Orenstein General Counsel & Corporate Secretary Penterra Pharmaceuticals Corp.
cc:
Jennifer Kwon, Calderwood & Harkness LLP (Issuer's Counsel)
Patricia Velázquez, Whitfield & Garza LLP (Selling Stockholders' Personal Counsel)
Margaret Hui, Caldwell, Pearce & Strauss LLP (Underwriters' Counsel)
Lisa Hargrove, Chief Financial Officer, Penterra Pharmaceuticals Corp.
Enclosure: Form of Lock-Up Waiver Consent Letter (for Ridgeline Securities LLC's execution and return)
Selling Stockholder | Position / Affiliation | Shares Currently Held | Base Offering Shares | Over-Allotment Option Shares (up to)
Dr. Elena Castellano | Co-Founder and Board Chair | 14,200,000 | 3,000,000 | 450,000
Dr. Riccardo Castellano | Co-Founder and Board Member | 12,800,000 | 2,500,000 | 375,000
Dr. Marco Castellano | Chief Executive Officer | 4,500,000 | 500,000 | 75,000
Castellano Family Holdings LLC | Delaware LLC; family holding vehicle | 8,600,000 | 250,000 | 37,500
Totals | 40,100,000 | 6,250,000 | 937,500
Event | Anticipated Date
Filing of preliminary prospectus supplement with the SEC | October 2, 2023
Road show and marketing period | October 9–11, 2023
Pricing of Offering and execution of underwriting agreement | October 12, 2023
Lock-up early release effective date (requested) | October 12, 2023
Original lock-up expiration date (under Lock-Up Agreements) | October 14, 2023
Settlement and closing of the Offering (T+3) | October 17, 2023
New Lock-Up Agreement expiration date (90 days post-closing) | January 15, 2024

PENTERRA PHARMACEUTICALS CORP.

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