SECRETARY'S CERTIFICATE
OF
PENTERRA PHARMACEUTICALS CORP.
This Secretary's Certificate (this "Certificate") is delivered by the undersigned in connection with that certain Master Clinical Trial Agreement, dated as of June 28, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the "MCTA"), by and between Penterra Pharmaceuticals Corp., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company" or "Penterra"), and Veridian Health Research Network, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware ("Veridian"), for the conduct of the Phase III clinical trial designated as Protocol PPC-4871-III, known by the acronym CLARION (Clinical Assessment of Response with Longitudinal Investigation in ONcology). This Certificate is delivered as of July 5, 2023, the closing date of the transactions contemplated by the MCTA (the "Closing Date").
I. IDENTIFICATION OF CERTIFYING OFFICER
The undersigned, Margaret L. Chen, hereby certifies that she is the duly elected, qualified, and acting Secretary of Penterra Pharmaceuticals Corp. The undersigned has held the office of Secretary continuously since March 12, 2021, and continues to serve in such capacity as of the date hereof. The undersigned has access to the books, records, minute books, and corporate seal of the Company and is authorized to execute and deliver this Certificate in her capacity as Secretary.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on September 14, 2009, under the General Corporation Law of the State of Delaware. The Company's principal executive offices and corporate headquarters are located at 200 Biopharma Boulevard, Suite 1400, Princeton, New Jersey 08540. The Company's registered agent in the State of Delaware is Capitol Registered Agents, LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's common stock is listed and traded on The Nasdaq Global Select Market under the ticker symbol "PTRA."
II. CERTIFICATIONS
The undersigned, in her capacity as Secretary of the Company and not in any individual capacity, hereby certifies to the following matters as of the date hereof:
A. Good Standing and Organization
1. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the business of pharmaceutical research, drug development, and the sponsorship and conduct of clinical trials.
2. The Company has full corporate power and authority to enter into the MCTA and each of the ancillary agreements, exhibits, schedules, certificates, and instruments contemplated thereby, and to perform all of its obligations thereunder, including without limitation the obligation to fund clinical trial activities at a total deal value of Eighty Million Dollars ($80,000,000) over the term of the MCTA.
3. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended through the date hereof (including all certificates of amendment, certificates of designation, and certificates of merger filed with the Secretary of State of the State of Delaware). Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as amended and restated through the date hereof.
4. Neither the Certificate of Incorporation nor the Bylaws of the Company have been further amended, modified, supplemented, rescinded, or revoked since the dates of the copies attached hereto as Exhibit A and Exhibit B, respectively, and such documents remain in full force and effect as of the date of this Certificate. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, supplement, rescind, or revoke any provision of the Certificate of Incorporation or the Bylaws.
B. Board Resolutions
1. The Board of Directors of Penterra Pharmaceuticals Corp. duly adopted resolutions (the "Resolutions") at a meeting of the Board of Directors duly called and held on June 19, 2023, at which a quorum of directors was present and acting throughout the entirety of such meeting in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware. Notice of such meeting was duly and properly given to all directors in accordance with the Bylaws of the Company, and all procedural requirements for the valid adoption of resolutions were satisfied.
2. The Resolutions, a true, correct, and complete copy of which is attached hereto as Exhibit C, authorized the Company to, among other things:
(a) Negotiate, execute, and deliver the Master Clinical Trial Agreement with Veridian Health Research Network, Inc. for Protocol PPC-4871-III (CLARION — Clinical Assessment of Response with Longitudinal Investigation in ONcology), with a total deal value not to exceed Eighty Million Dollars ($80,000,000), upon such terms and conditions as the authorized officers of the Company, in their discretion, may deem necessary, appropriate, or desirable;
(b) Execute and deliver all ancillary agreements, exhibits, schedules, certificates, instruments, and other documents contemplated by or related to the MCTA, including but not limited to: (i) Individual Site Agreements and joinder agreements with participating clinical trial sites within the Veridian network; (ii) the intellectual Property Side Letter Agreement governing rights to inventions, data, and intellectual property arising from the CLARION trial; (iii) investigator agreements with principal investigators and sub-investigators at each participating site; (iv) closing certificates to be delivered on the Closing Date; (v) officer's certificates, secretary's certificates, and incumbency certificates; and (vi) such other agreements, documents, and instruments as may be necessary or appropriate to consummate the transactions contemplated by the MCTA;
(c) Authorize certain officers of the Company, individually and severally, including Dr. Anand Raghavan, M.D., Ph.D., Chief Executive Officer, and Nathaniel Briggs, Esq., Vice President and General Counsel, to execute and deliver the MCTA and all ancillary agreements, documents, and instruments on behalf of the Company, and to affix the corporate seal of the Company thereto where required or appropriate; and
(d) Authorize such officers to take all such further actions, execute all such further instruments and documents, and make all such filings, applications, and submissions with governmental, regulatory, or self-regulatory authorities as may be necessary, appropriate, or desirable to carry out the intent and purpose of the foregoing Resolutions and to consummate the transactions contemplated by the MCTA and the ancillary agreements.
3. The Resolutions have not been amended, modified, supplemented, rescinded, revoked, or superseded in any respect since their adoption, and the Resolutions remain in full force and effect as of the date of this Certificate. No other or further resolutions of the Board of Directors or any committee thereof have been adopted with respect to the subject matter of the Resolutions that would limit, restrict, or otherwise affect the authority granted thereunder.
C. Incumbency and Authorized Signatories
1. The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of Penterra Pharmaceuticals Corp., holding the respective titles set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures:
2. Each of the foregoing officers is authorized, individually and severally, to execute and deliver the MCTA and all ancillary agreements, documents, instruments, certificates, and other writings on behalf of the Company in connection with the transactions contemplated by the MCTA, without the joinder or signature of any other officer, director, or representative of the Company.
3. The undersigned further certifies that Nathaniel Briggs, Esq., Vice President and General Counsel of the Company, signed the execution version of the MCTA and the MCTA signature pages on behalf of Penterra Pharmaceuticals Corp. on June 28, 2023, and executed the Closing Certificate on behalf of Penterra dated July 5, 2023, in each case with full authority to do so pursuant to the Resolutions.
4. Each of the foregoing officers held the office and title indicated at the time of execution of the MCTA and the ancillary documents and continues to hold such office and title as of the date of this Certificate. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to remove, replace, or otherwise affect the authority of any such officer.
D. No Conflict
The undersigned hereby certifies that the execution, delivery, and performance by the Company of the MCTA and all ancillary agreements, documents, and instruments contemplated thereby do not and will not:
(i) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation (as amended) or the Bylaws (as amended and restated) of the Company;
(ii) conflict with, result in a breach or violation of, constitute a default under, or contravene any resolution of the Board of Directors of the Company or any committee thereof, whether adopted at a duly convened meeting or by unanimous written consent in lieu of a meeting; or
(iii) require any further corporate action or approval of the Board of Directors, any committee thereof, or the stockholders of the Company beyond the Resolutions already duly adopted as described in Section II.B of this Certificate.
E. No Proceedings
The undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry of the officers and directors of the Company and review of the Company's records, as of the date hereof:
(i) there are no proceedings pending or, to the knowledge of the undersigned, threatened before any court, governmental authority, arbitral tribunal, or regulatory body for the dissolution, liquidation, insolvency, receivership, or winding up of the Company, whether voluntary or involuntary;
(ii) no petition in bankruptcy has been filed by or against the Company, and no assignment for the benefit of creditors has been made by the Company;
(iii) there are no proceedings, actions, suits, investigations, or claims pending or, to the knowledge of the undersigned, threatened against the Company or any of its officers or directors that would seek to restrain, enjoin, invalidate, or otherwise challenge the execution, delivery, or performance of the MCTA or any of the transactions contemplated thereby; and
(iv) no order, judgment, injunction, decree, or writ of any court, governmental authority, or regulatory body has been entered or issued that would prohibit, restrain, or otherwise limit the ability of the Company to consummate the transactions contemplated by the MCTA.
III. RELIANCE
This Certificate is being delivered to Veridian Health Research Network, Inc. in connection with the closing of the transactions contemplated by the MCTA on the Closing Date of July 5, 2023. Veridian and its legal counsel, Whitmore, Jansen & Callahan LLP, are entitled to rely upon the certifications, representations, and statements set forth in this Certificate as if made directly to them, and such reliance shall be deemed reasonable and justified for all purposes.
This Certificate is delivered pursuant to and in satisfaction of the conditions precedent to closing set forth in Section 8.2 of the MCTA, which require, among other things, the delivery by Penterra of a secretary's certificate certifying as to the Company's organizational documents, board resolutions, officer incumbency, and related matters. The satisfaction of such conditions precedent was confirmed on the Closing Date of July 5, 2023.
The undersigned acknowledges that Veridian is entering into the MCTA and consummating the transactions contemplated thereby in reliance upon the accuracy and completeness of the certifications set forth herein. Nothing in this Certificate shall be construed to limit or modify the representations, warranties, or covenants of the Company set forth in the MCTA.
IV. EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Incorporation of Penterra Pharmaceuticals Corp. (as amended), as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and certificates of merger filed therewith.
Exhibit B — Bylaws of Penterra Pharmaceuticals Corp. (as amended and restated), certified as true and complete by the undersigned.
Exhibit C — Resolutions of the Board of Directors of Penterra Pharmaceuticals Corp., adopted on June 19, 2023, authorizing the execution, delivery, and performance of the MCTA and all ancillary agreements, documents, and instruments contemplated thereby.
[Exhibits A, B, and C are attached hereto and follow immediately after the signature pages of this Certificate.]
V. EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the 5th day of July, 2023, in her capacity as Secretary of Penterra Pharmaceuticals Corp. and not in any individual capacity.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Margaret L. Chen
Title: Secretary
Date: July 5, 2023
VI. OFFICER'S COUNTERSIGNATURE AND CONFIRMATION
The undersigned, Dr. Anand Raghavan, M.D., Ph.D., Chief Executive Officer of Penterra Pharmaceuticals Corp., hereby confirms and certifies that Margaret L. Chen, the person who executed the foregoing Secretary's Certificate, is the duly elected, qualified, and acting Secretary of Penterra Pharmaceuticals Corp. and has been continuously serving in such capacity since March 12, 2021. The undersigned further confirms that Margaret L. Chen is authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company and that her signature appearing above is her true and genuine signature.
CONFIRMED:
By: ________
Name: Dr. Anand Raghavan, M.D., Ph.D.
Title: Chief Executive Officer
Date: July 5, 2023
This Secretary's Certificate, including all exhibits attached hereto, constitutes a closing deliverable under the Master Clinical Trial Agreement dated June 28, 2023, between Penterra Pharmaceuticals Corp. and Veridian Health Research Network, Inc. This document is confidential and is intended solely for the use of the parties to the MCTA and their respective legal counsel.
| Name | Title | Specimen Signature |
| Dr. Anand Raghavan, M.D., Ph.D. | Chief Executive Officer | ________ |
| Nathaniel Briggs, Esq. | Vice President & General Counsel | ________ |