Contract analysis

1. Call to Order and Attendance The meeting of the Special Committee (the "Committee") of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") was called to order at 2:00 p.m. Eastern Time on Thursday, September 14, 2023, by Diane Prescott, Chair of the Special Committee. The meeting was held in person in Conference Room 12A at the Company's principal offices at 400 Inn

2. Approval of Prior Meeting Minutes Ms. Prescott asked whether the members of the Committee had reviewed the minutes of the Special Committee meeting held on August 22, 2023 (the "August 22 Minutes"), which had been circulated to Committee members via the segregated Project Coriander workspace on September 8, 2023. At the August 22, 2023 meeting, the Committee had, among other actions, directed Thorngate Partners to

3. Reminder of Confidentiality and Privilege Before proceeding to the substantive agenda items, Ms. Vasquez of Calderwood & Harkness LLP addressed the Committee regarding confidentiality and privilege. Ms. Vasquez reminded the members of the Committee that all deliberations, materials, communications, memoranda, presentations, and discussions occurring at or in connection with the meeting are subject to the attorney-

4. Thorngate Partners LLC — Presentation of Market Check Results Ms. Prescott then turned the floor over to Mr. Ashford of Thorngate Partners for a presentation on the results of the market check that the Committee had commissioned at its August 22, 2023 meeting. 4.1 Background and Scope of Market Check Mr. Ashford began by reminding the Committee of the background and mandate for the market check. He recalled that a

5. Discussion of Proceeding with Caliston Negotiation 5.1 Strategic Rationale Following the discussion of the market check results, Ms. Prescott turned the Committee's attention to the question of whether, in light of the market check findings and the totality of the information available to the Committee, it was appropriate to proceed with negotiation of the Proposed Transaction. Ms. Vasquez framed the discussion in

6. Authorization to Prepare Negotiation Strategy and Commence Negotiations 6.1 Negotiation Strategy Memorandum Having determined to proceed with negotiations, the Committee turned to the question of how the negotiation process should be organized and conducted. Ms. Prescott noted the importance of a disciplined and well-documented negotiation process, both to protect the interests of Penterra's stockholders and to es

7. Next Steps and Scheduling Ms. Vasquez outlined the anticipated next steps in the process for the Committee's consideration and planning:

1. Preparation and Circulation of Negotiation Strategy Memorandum. Calderwood & Harkness LLP would prepare the Negotiation Strategy Memorandum and circulate it to the members of the Special Committee within approximately 10 days of the meeting date, with a target delivery date of September 25, 2023.

2. Initial Negotiation Session. The initial substantive negotiation session with Whitfield Graves LLP would be targeted for late September 2023, following the Committee's review of the Negotiation Strategy Memorandum. Scheduling would depend on the availability of counsel and the Committee's approval of the negotiation strategy.

3. Committee Meetings During Negotiation Process. The Committee would reconvene as needed during the negotiation process, with meetings to be scheduled on reasonable notice. Ms. Vasquez noted that the pace of meetings would depend on the pace of negotiations, and that more frequent meetings might be required as the negotiations progress and key issues crystallize.

4. Ongoing Valuation Refinement. Thorngate Partners would continue to refine its valuation analyses as new information becomes available, including any updates on CLT-4019 Phase 2b clinical data, market developments, or other factors that could affect the valuation of Caliston. Mr. Ashford noted that the expected timing of CLT-4019 topline Phase 2b data in Q4 2023 could be a significant value driver and that the Comm

8. Executive Session At approximately 3:45 p.m. Eastern Time, Ms. Prescott noted that the Committee wished to enter into executive session with its independent legal counsel. Mr. Ashford of Thorngate Partners was thanked for his presentation and participation and was excused from the meeting. Mr. Ashford departed Conference Room 12A and disconnected from the secure videoconference. The three members of the Special Co

9. Adjournment Following the conclusion of the executive session, Ms. Prescott asked whether there was any further business to come before the Committee. There being no further business, Dr. Ng moved that the meeting be adjourned. Mr. Okafor seconded the motion. The motion was adopted unanimously. Ms. Prescott declared the meeting adjourned at approximately 4:05 p.m. Eastern Time. CERTIFICATION The undersigned, as Ch