Contract analysis

From: "Sophie Tremblay" To: "Kenneth Pratt" Cc: "Renata Vasquez" Subject: Project Coriander — Due Diligence Request List for Caliston BioSciences, Inc.

I hope this message finds you well. My name is Sophie Tremblay, and I am a senior associate at Calderwood & Harkness LLP working under Renata Vasquez on our firm's engagement as independent counsel to the Special Committee of the Board of Directors of Penterra Pharmaceuticals Corp. (C&H Matter No. 1025-00006) in connection with the proposed acquisition of Caliston BioSciences, Inc. (the "Company") — referred to inter

Attached to this email please find our comprehensive due diligence request list for Caliston BioSciences, Inc. (due-diligence-request-list.docx). The request list is organized into fourteen (14) categories, each with numbered sub-requests, covering the following areas: (1) corporate organization and governance; (2) capitalization and equity interests; (3) material contracts; (4) intellectual property; (5) regulatory

We have endeavored to make the requests as specific and clear as possible, but I would very much appreciate it if you could review the list at your convenience and let me know if any categories require clarification, or if you have concerns about the scope of any particular requests. We are happy to discuss and refine as needed.

We would ask that Whitfield Graves set up or provide access to a virtual data room for the organized production of responsive materials. When the data room is ready, we would appreciate login credentials for the following members of the Calderwood & Harkness team:

- Renata Vasquez (rvasquez@calderwoodharkness.com) - Sophie Tremblay (stremblay@calderwoodharkness.com) - Daniel Obi (dobi@calderwoodharkness.com)

Additionally, I wanted to flag that the Special Committee is currently in the process of engaging an independent financial advisor. Once that engagement is finalized, we will follow up with a separate request to extend data room access to the advisory team. We expect to have that confirmed shortly.

Given the Special Committee's process requirements and its obligation to conduct a thorough, independent evaluation of the proposed transaction consistent with Delaware fiduciary duty standards, we would like to propose the following production timeline:

- **First Tranche (Priority Documents) — on or about June 23, 2023:** Corporate organization and governance documents, the current capitalization table and related equity records, material contracts, and intellectual property materials. These categories are foundational to our review and will allow us to begin substantive analysis promptly.

- **Substantially Complete Production — approximately mid-July 2023:** We would ask that the balance of responsive materials be produced on a rolling basis, with a target of substantially complete production by approximately July 14, 2023. This timeline is designed to allow sufficient review in advance of a management presentation that the Special Committee intends to schedule in the weeks following.

We understand that compiling these materials requires considerable effort, and if the proposed timeline presents any difficulties, we are happy to discuss a mutually agreeable schedule. That said, I would underscore the importance of timely production to ensure that the Special Committee can fulfill its independent evaluation mandate.

I want to take a moment to reiterate the independence protocol that has been established by the Special Committee. Pursuant to that protocol, all due diligence materials should be produced directly to Calderwood & Harkness LLP (and, once engaged, the Special Committee's independent financial advisor). Materials and information related to this diligence process **should not** be shared with Dr. Marcus Hale, Angela Whi

Daniel Obi (copied here) will be assisting with the day-to-day review and tracking of produced materials, and he will be a regular point of contact as well. If it would be helpful, I would be glad to schedule a call early next week — Monday or Tuesday — to walk through the request list together and discuss logistics for the data room and production process. Please let me know what works for your schedule.

Thank you very much for your cooperation, Kenneth. We look forward to working with you and your team on the diligence process and to ensuring a smooth and efficient review.

**Sophie Tremblay** Senior Associate Calderwood & Harkness LLP 1700 Market Street, Suite 3400 Philadelphia, PA 19103 Direct: (215) 555-0184 Email: stremblay@calderwoodharkness.com

Attachment: due-diligence-request-list.docx

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