Contract analysis

I. Call to Order and Attendance The organizational meeting of the Special Committee (the "Committee" or "Special Committee") of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a Delaware corporation ("Penterra" or the "Company"), was called to order by Diane Prescott at 10:00 a.m. Eastern Time on June 2, 2023, in Conference Room 12A at the Company's principal offices located at 400 Innovation

II. Introductory Remarks Ms. Prescott opened the meeting by welcoming the members of the Special Committee and the representatives of Calderwood & Harkness LLP. Ms. Prescott stated that the meeting had been convened for the purpose of organizing the Special Committee and establishing the governance framework and procedures necessary to carry out its mandate. Ms. Prescott referenced the resolution of the Board of Dire

III. Appointment of Diane Prescott as Chair Ms. Prescott invited discussion regarding the appointment of a Chair of the Special Committee. Mr. Okafor nominated Diane Prescott to serve as Chair of the Special Committee. In support of the nomination, Mr. Okafor noted Ms. Prescott's extensive experience in corporate governance, including her prior service as Chief Executive Officer of Windbridge Health Systems, Inc., a

IV. Engagement of Calderwood & Harkness LLP as Independent Counsel Ms. Prescott introduced Renata Vasquez and Sophie Tremblay of Calderwood & Harkness LLP ("C&H") and invited Ms. Vasquez to address the Committee regarding C&H's qualifications and the proposed terms of engagement. Firm Qualifications. Ms. Vasquez provided an overview of Calderwood & Harkness LLP's qualifications to serve as independent counsel to the

V. Discussion of Scope of Authority and Board Resolution Ms. Vasquez directed the Committee's attention to the Board Resolution dated June 2, 2023, which had been drafted by Calderwood & Harkness LLP and adopted by the Board of Directors earlier that day. Ms. Vasquez reviewed the key terms of the Board Resolution in detail with the Committee members. Authority Delegated to the Special Committee. Ms. Vasquez explained

VI. Adoption of the Special Committee Charter Ms. Vasquez presented a draft Special Committee Charter (the "Charter") prepared by Calderwood & Harkness LLP for the Committee's consideration and adoption. Copies of the draft Charter had been distributed to the Committee members in advance of the meeting. Ms. Vasquez reviewed the key provisions of the Charter with the Committee: Decision-Making Process. All actions and

VII. Discussion and Adoption of Independence Protocol and Information Barrier Policy Ms. Vasquez and Ms. Tremblay presented the draft Independence Protocol and Information Barrier Policy (the "Protocol"), also prepared by Calderwood & Harkness LLP and dated June 2, 2023. The Protocol is designated under the project code name "Project Coriander." Copies of the draft Protocol had been distributed to the Committee membe

VIII. Director Independence Questionnaires Ms. Tremblay distributed Director Independence Questionnaires (the "Questionnaires") to each of the three members of the Special Committee: Diane Prescott, James Okafor, and Dr. Helen Ng. Ms. Tremblay explained that the Questionnaires are designed to confirm the independence of each member of the Special Committee under applicable standards, including the independence requir

IX. Authorization to Engage an Independent Financial Advisor Ms. Vasquez addressed the Committee regarding the engagement of an independent financial advisor. Ms. Vasquez explained that the engagement of a qualified, independent financial advisor is a critical element of the Special Committee's process. The financial advisor would be expected to conduct independent valuation analyses of Caliston, assist the Committee

X. Discussion of Initial Workstreams and Upcoming Activities Ms. Vasquez outlined the initial workstreams to be undertaken by Calderwood & Harkness LLP on behalf of the Special Committee in the period following the organizational meeting. The following workstreams were discussed:

1. Delaware Law Memorandum. C&H will prepare a comprehensive memorandum on Delaware law governing interested director transactions, with particular focus on the following topics: (i) DGCL § 144 and its requirements for the approval of interested director transactions; (ii) the entire fairness doctrine as developed by the Delaware Supreme Court and the Court of Chancery, including the two-pronged analysis of fair deal

2. Due Diligence. C&H will prepare and issue a comprehensive due diligence request list to Whitfield Graves LLP, counsel to Caliston. Ms. Vasquez identified Kenneth Pratt as the lead partner at Whitfield Graves LLP, located at One Federal Street, Suite 2600, Boston, Massachusetts 02110. The due diligence request list will cover, among other topics, Caliston's organizational documents, capitalization, intellectual pro

3. Related-Party Mapping. C&H will prepare a comprehensive memorandum mapping all relationships between Penterra insiders and Caliston stakeholders. This memorandum will include a detailed analysis of: (i) Dr. Hale's 28.5% equity interest in Caliston, including the timing, amount, and terms of each investment; (ii) Dr. Hale's board observer role at Caliston, including the nature and extent of his involvement in Calis

4. Recusal Coordination. C&H will prepare and send a formal letter to Victoria Shen at Alcott, Barringer & Cole LLP establishing the recusal and coordination protocol between Penterra's regular outside counsel and the Special Committee's independent counsel. The letter will delineate the respective roles of each firm, the scope of the recusal, and the procedures for ensuring that no confidential Special Committee inf

5. Financial Advisor Selection. C&H will continue its diligence on Thorngate Partners LLC and any other financial advisor candidates identified, and will report its findings to the Committee in advance of the next meeting. Proposed Transaction Overview. For the benefit of the record and to provide context for the Committee's initial deliberations, Ms. Vasquez provided a summary of the proposed transaction and the key

XI. Scheduling of Future Meetings The Committee discussed the expected cadence of meetings during the active evaluation period. The members anticipated that meetings would be held approximately every two to three weeks, with additional meetings to be called as needed, particularly during the due diligence review and any negotiation phases. Ms. Prescott noted that she would work with C&H to coordinate the scheduling o

XII. Adjournment There being no further business to come before the Special Committee at this time, and upon motion duly made by Mr. Okafor, seconded by Dr. Ng, and unanimously approved by all three members of the Special Committee (3-0), the meeting was adjourned at approximately 11:45 a.m. Eastern Time. The foregoing minutes were prepared by Daniel Obi, Associate, Calderwood & Harkness LLP, and are a true and accur