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Contract analysis / board-resolution-special-committee.docx
board-resolution-special-committee.docx
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1. The foregoing Resolutions of the Board of Directors of Penterra Pharmaceuticals Corp.
1. The foregoing Resolutions of the Board of Directors of Penterra Pharmaceuticals Corp. regarding the Establishment of a Special Committee of Independent Directors were duly adopted by the unanimous written consent of all six (6) independent directors of the Board of Directors of the Company, effective as of June 2, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Sect
2. Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk, each having been identified as a R
2. Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk, each having been identified as a Recused Director, were recused from and did not participate in the deliberation, discussion, or vote on the foregoing resolutions.
3. The foregoing resolutions have not been amended, modified, rescinded, or revoked and r
3. The foregoing resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
4. The Special Committee Charter, attached hereto as Exhibit A, was duly adopted in conne
4. The Special Committee Charter, attached hereto as Exhibit A, was duly adopted in connection with the foregoing resolutions and remains in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Penterra Pharmaceuticals Corp. this 2nd day of June, 2023. ________________________________________ Lawrence Whittaker General Counsel and Corporate Sec