1018-00003 · Client 1018 · Board Action & Closing

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT ATTORNEY-CLIENT PRIVILEGE

Calderwood & Harkness LLP 1700 Market Street, Suite 3400 Philadelphia, PA 19103

C&H Matter No.: 1025-00006 Project Coriander

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

Adopted at a Special Meeting Held on November 22, 2023

PREAMBLE AND RECITALS

Convening of Meeting

A special meeting of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a corporation organized and existing under the laws of the State of Delaware ("Penterra" or the "Company"), was duly called and convened on November 22, 2023, commencing at 9:00 a.m. Eastern Time, at the principal offices of the Company located at 400 Innovation Drive, Suite 1200, Princeton, New Jersey 08540. Due and proper notice of the special meeting was given to all members of the Board of Directors in accordance with the Company's Amended and Restated Bylaws (as amended through May 3, 2022) and the applicable provisions of the Delaware General Corporation Law (the "DGCL"), including Section 141(b) thereof. The notice of the meeting was delivered by electronic mail to each director not fewer than forty-eight (48) hours prior to the meeting and specified that the purpose of the meeting was to consider and act upon the proposed acquisition of Caliston BioSciences, Inc. and the approval of the Agreement and Plan of Merger and related ancillary agreements and matters.

Attendance and Quorum

The following directors of the Company were present at the meeting, either in person at the Company's principal offices or by means of teleconference equipment by which all persons participating in the meeting could hear each other, such participation constituting presence in person at the meeting pursuant to Section 141(i) of the DGCL and the Company's Amended and Restated Bylaws:

1. Diane Prescott — Independent Director; Chair, Special Committee (present in person)

2. James Okafor — Independent Director; Member, Special Committee (present by teleconference)

3. Dr. Helen Ng — Independent Director; Member, Special Committee (present in person)

4. Robert Castellano — Independent Director; Chair, Audit Committee (present in person)

5. Margaret Liu — Independent Director; Chair, Compensation Committee (present by teleconference)

6. Dr. Samuel Everett — Independent Director; Chair, Nominating and Corporate Governance Committee (present in person)

The six (6) directors listed above, each being independent directors of the Company under applicable NYSE listing standards and the Company's Corporate Governance Guidelines, constituted a quorum of the Board for the transaction of business, including the matters set forth herein.

The following directors were recused from all deliberations and voting on the matters addressed in these resolutions and were not present at any time during the special meeting:

1. Dr. Marcus Hale — Chairman of the Board and Chief Executive Officer of the Company. Dr. Hale recused himself from all deliberations and voting on the proposed transaction due to his material personal financial interest therein, consisting of a 28.5% equity interest in Caliston BioSciences, Inc. ("Caliston"), acquired through a personal investment aggregating approximately Forty-Two Million Dollars ($42,000,000) across Caliston's Seed, Series A, and Series B financing rounds. Dr. Hale has also held a board observer seat at Caliston since 2018. In light of these interests, Dr. Hale executed a Voting and Recusal Agreement dated June 2, 2023, pursuant to which he agreed, among other things, to recuse himself from all Board and committee deliberations, votes, and access to materials relating to the evaluation, negotiation, and approval of the proposed transaction.

2. Angela Whitmore — Director and Executive Vice President, Commercial Operations of the Company. Ms. Whitmore recused herself from all deliberations and voting on the proposed transaction due to her spousal relationship with Dr. Evan Whitmore, who serves as Caliston's Head of Clinical Development and as a member of the Caliston board of directors.

3. Raymond Tusk — Director. Mr. Tusk recused himself from all deliberations and voting on the proposed transaction based on his status as a non-independent director, having been designated for nomination to the Board by Dr. Hale pursuant to the terms of the Stockholders' Agreement dated September 15, 2017, as amended.

Presence of Advisors

Also present at the meeting, by invitation of the Board, were the following advisors:

• Renata Vasquez, Partner, Calderwood & Harkness LLP, serving as the responsible partner for the firm's engagement as independent legal counsel to the Special Committee;

• Sophie Tremblay, Senior Associate, Calderwood & Harkness LLP, serving as lead associate on the matter;

• Lawrence Whittaker, General Counsel and Corporate Secretary of the Company, who served as secretary of the meeting and was responsible for the preparation of minutes and these resolutions;

• Victoria Shen, Partner, Alcott, Barringer & Cole LLP, regular outside counsel to the Company, who was present solely for purposes of advising on general corporate governance matters and who had been recused from advising the Special Committee or the Company with respect to the substantive evaluation, negotiation, or terms of the proposed transaction with Caliston; and

• Andrew Carmichael, Managing Director, Thorngate Partners LLC, independent financial advisor to the Special Committee, who participated by teleconference to respond to questions from the Board regarding the Fairness Opinion and the valuation analyses underlying the same.

Background Recitals. WHEREAS, on February 14, 2023, Dr. Marcus Hale disclosed to the Board of Directors his personal ownership of a 28.5% equity interest in Caliston BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware and a privately held clinical-stage biotechnology company with principal offices located at 88 Harbor Point Road, Cambridge, Massachusetts 02142, and proposed that the Company evaluate a potential acquisition of Caliston as a strategic transaction to complement the Company's oncology pipeline;

WHEREAS, Caliston is a clinical-stage biopharmaceutical company focused on the discovery and development of novel kinase inhibitors for the treatment of solid tumors, with a lead product candidate designated CLT-4019, a Phase 2b selective CDK4/6 inhibitor being developed for the treatment of hormone receptor-positive, HER2-negative (HR+/HER2–) metastatic breast cancer, for which an Investigational New Drug application bearing IND No. 158429 was filed with the United States Food and Drug Administration (the "FDA") in March 2020, and which has demonstrated encouraging preliminary clinical efficacy and safety data in the ongoing Phase 2b trial (NCT04872345);

WHEREAS, in addition to CLT-4019, Caliston's pipeline includes CLT-5227, a preclinical-stage pan-FGFR inhibitor for cholangiocarcinoma and urothelial carcinoma, and CLT-6034, a discovery-stage dual CDK2/4 inhibitor with potential applications in triple-negative breast cancer and non-small cell lung cancer;

WHEREAS, the Board of Directors, recognizing the related-party nature of the proposed transaction arising from Dr. Hale's material equity interest in Caliston and his board observer seat at Caliston, as well as the familial relationship of Angela Whitmore to a senior officer and director of Caliston, discussed the potential conflicts of interest at a regular meeting of the Board held on March 8, 2023, and determined that any evaluation of the proposed transaction should be conducted through a process designed to ensure both procedural fairness and substantive fairness to the Company and its unaffiliated stockholders;

WHEREAS, on April 12, 2023, the Board retained Alcott, Barringer & Cole LLP, the Company's regular outside counsel, to advise the Board on the appropriate governance process and structural protections for the evaluation of the proposed transaction, including the formation of a special committee of independent and disinterested directors;

Special Committee Formation and Process

WHEREAS, on May 15, 2023, the Board approved in principle the formation of a special committee of independent directors (the "Special Committee") to evaluate the proposed transaction, effective upon the engagement of independent legal counsel by such committee;

WHEREAS, on June 2, 2023, following the identification and engagement of independent legal counsel, the Board formally constituted the Special Committee by the unanimous vote of the six (6) independent directors (with Dr. Hale, Angela Whitmore, and Raymond Tusk recused from the vote), comprising the following members:

• Diane Prescott (Chair)

• James Okafor

• Dr. Helen Ng

each of whom is an independent director of the Company within the meaning of NYSE Listed Company Manual Section 303A.02 and has no material personal interest in, or relationship with any party to, the proposed transaction;

WHEREAS, the Board, in constituting the Special Committee, granted the Special Committee sole and exclusive authority to:

(a) evaluate the proposed acquisition of Caliston and any alternative transactions or strategies;

(b) negotiate the terms and conditions of any such transaction on behalf of the Company;

(c) retain, at the Company's expense, independent legal counsel, financial advisors, and other consultants as the Special Committee may deem necessary or appropriate;

(d) recommend to the full Board the approval or rejection of the proposed transaction or any alternative thereto; and

(e) explore alternatives to the proposed transaction, including the authority to decline the transaction entirely and to recommend that the Company not pursue the acquisition of Caliston, without any requirement to present such decision to the full Board for ratification;

WHEREAS, concurrently with the formation of the Special Committee, the Board adopted an independence protocol and information barrier policy (the "Information Barrier Policy") designed to exclude Dr. Hale, Angela Whitmore, and Raymond Tusk from all Special Committee deliberations, materials, discussions, and communications relating to the evaluation, negotiation, and approval of the proposed transaction, and providing that all documents, analyses, correspondence, and work product relating to the proposed transaction shall be stored on a segregated document management workspace designated "Project Coriander," accessible only to members of the Special Committee and their authorized advisors;

WHEREAS, on June 2, 2023, the Special Committee engaged Calderwood & Harkness LLP, 1700 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103, as its independent legal counsel, after confirming that Calderwood & Harkness LLP had no material prior relationship with Caliston, Dr. Hale, or any other conflicted party, and that Calderwood & Harkness LLP's engagement would be solely at the direction of the Special Committee;

WHEREAS, on June 16, 2023, the Special Committee engaged Thorngate Partners LLC, 590 Madison Avenue, 22nd Floor, New York, New York 10022, as its independent financial advisor (Thorngate engagement reference: 1018-00003), after confirming that Thorngate Partners LLC had no material prior relationship with Caliston, Dr. Hale, or any other conflicted party, and that Thorngate Partners LLC's engagement would be solely at the direction of the Special Committee;

WHEREAS, the Special Committee conducted a thorough, diligent, and independent evaluation process over the course of approximately six (6) months, holding a total of eleven (11) meetings between June 2, 2023 and November 20, 2023, including meetings at which the Special Committee received detailed presentations from Calderwood & Harkness LLP regarding legal due diligence findings, presentations from Thorngate Partners LLC regarding financial analyses and valuation, updates on the status of negotiations with Caliston and its advisors, and reviews of successive drafts of the merger agreement and ancillary documents;

Due Diligence and Valuation

WHEREAS, Calderwood & Harkness LLP, on behalf of the Special Committee, conducted comprehensive legal due diligence on Caliston, including a thorough review of Caliston's corporate organization and governance, capitalization table and outstanding equity and convertible instruments, material contracts (including license agreements, collaboration agreements, clinical trial agreements, and supply agreements), intellectual property portfolio (including patents, patent applications, and trade secrets relating to CLT-4019, CLT-5227, and CLT-6034), regulatory status and FDA correspondence, pending and threatened litigation, employment agreements and benefit plans, tax matters, and compliance with applicable laws, rules, and regulations;

WHEREAS, Thorngate Partners LLC, on behalf of the Special Committee, conducted independent valuation analyses of Caliston utilizing the following methodologies and reaching the following indicative valuation ranges:

(i) discounted Cash Flow Analysis — CLT-4019 Only: Indicating an implied equity value range of $780,000,000 to $1,020,000,000 (midpoint: $900,000,000), based on a weighted average cost of capital ("WACC") of 12.5% and a terminal growth rate of 2.0%, utilizing probability-adjusted revenue projections for CLT-4019 in the HR+/HER2– metastatic breast cancer indication;

(ii) discounted Cash Flow Analysis — Full Pipeline (Risk-Adjusted NPV): Indicating an implied equity value range of $870,000,000 to $1,180,000,000 (midpoint: $1,025,000,000), utilizing a risk-adjusted net present value methodology that assigned stage-appropriate probability-of-success factors to each of CLT-4019, CLT-5227, and CLT-6034;

(iii) Comparable Transactions Analysis: Indicating an implied equity value range of $820,000,000 to $1,050,000,000, based on an analysis of seven (7) precedent transactions involving the acquisition of clinical-stage oncology companies, applying relevant transaction multiples (including enterprise value to projected peak sales and enterprise value to pipeline risk-adjusted NPV) to Caliston's financial and clinical profile; and

(iv) Premiums Paid Analysis: Indicating an implied equity value range of $884,000,000 to $986,000,000, based on observed acquisition premiums of 30% to 45% applied to Caliston's October 2021 Series C post-money valuation of $680,000,000;

WHEREAS, on August 22, 2023, the Special Committee directed Thorngate Partners LLC to explore, as part of its advisory mandate, potential alternative acquisition targets for the Company in the oncology space (a "market check"), which market check was completed on September 14, 2023, with Thorngate Partners LLC reporting to the Special Committee that no alternative acquisition opportunity was identified that, in Thorngate Partners LLC's judgment, would represent a superior strategic or financial alternative to the proposed acquisition of Caliston;

Negotiation and Agreement in Principle

WHEREAS, commencing September 29, 2023, the Special Committee, acting through Calderwood & Harkness LLP and Thorngate Partners LLC, conducted arm's-length negotiations with Caliston and its advisors, Whitfield Graves LLP (legal counsel to Caliston) and Fendowell Sinclair & Co. (financial advisor to Caliston), regarding the terms and conditions of the proposed merger, including the aggregate merger consideration, the consideration mix, the terms of the contingent value rights, representations and warranties, indemnification provisions, termination rights, termination fees, interim operating covenants, closing conditions, and all other material provisions of the merger agreement and ancillary documents;

WHEREAS, the negotiations were conducted over the course of multiple meetings and exchanges of correspondence, with Calderwood & Harkness LLP and Thorngate Partners LLC providing regular updates to the Special Committee at each of the Special Committee's meetings, and with the Special Committee providing active direction on all material negotiation positions;

WHEREAS, on October 18, 2023, the parties reached an agreement in principle on the material financial terms of the transaction, subject to the completion of definitive documentation, the delivery of the Fairness Opinion, and the approval of the Special Committee and the Board of Directors;

Fairness Opinion. WHEREAS, on November 15, 2023, Thorngate Partners LLC delivered to the Special Committee its written opinion (the "Fairness Opinion") that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations, and other matters set forth therein, the aggregate consideration of Nine Hundred Twenty-Five Million Dollars ($925,000,000) (excluding contingent value rights) to be paid by the Company in the proposed merger is fair, from a financial point of view, to the Company;

WHEREAS, Calderwood & Harkness LLP reviewed the Fairness Opinion and advised the Special Committee regarding the legal sufficiency of the Fairness Opinion under Delaware fiduciary duty standards, including the requirements of the Weinberger line of cases and the MFW framework, and its adequacy for purposes of Securities and Exchange Commission ("SEC") disclosure requirements under Item 1015 of Regulation M-A;

Special Committee Recommendation

WHEREAS, on November 20, 2023, at a duly convened meeting of the Special Committee, having considered the totality of the information available to it, including without limitation: (a) the Fairness Opinion delivered by Thorngate Partners LLC; (b) the results of the comprehensive legal due diligence conducted by Calderwood & Harkness LLP; (c) the results of the market check conducted by Thorngate Partners LLC; (d) the terms and conditions of the Agreement and Plan of Merger and the ancillary documents, as negotiated on behalf of the Special Committee; (e) the procedural protections implemented throughout the process, including the Information Barrier Policy, the Voting and Recusal Agreement, and the independence of the Special Committee and its advisors; (f) the strategic rationale for the acquisition, including the potential to enhance the Company's oncology pipeline with a differentiated CDK4/6 inhibitor; and (g) the potential risks associated with the transaction, including integration risk, regulatory risk relating to FDA approval of CLT-4019, and the dilutive impact of the stock component of the merger consideration, the Special Committee unanimously resolved to recommend that the full Board of Directors approve the Agreement and Plan of Merger and the transactions contemplated thereby;

WHEREAS, in making its recommendation, the Special Committee further concluded that: (a) the merger consideration of $925,000,000, together with the contingent value rights of up to $125,000,000, represents a fair price to the Company for the acquisition of Caliston; (b) the process followed by the Special Committee and the Board constituted fair dealing within the meaning of Delaware law; and (c) the transaction, as structured and approved, complies with the requirements of Sections 141(a) and 144 of the Delaware General Corporation Law;

Merger Agreement Terms

WHEREAS, the Board has been presented with and has reviewed in detail the substantially final form of the Agreement and Plan of Merger (Calderwood & Harkness LLP Draft v.7.3, execution version) (the "Merger Agreement") by and between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc., providing for a one-step merger of Caliston with and into Penterra (the "Merger"), with Penterra as the surviving corporation, on the following material terms:

• Aggregate Equity Value: Nine Hundred Twenty-Five Million Dollars ($925,000,000);

• Consideration Mix: Seventy-five percent (75%) cash, consisting of Six Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($693,750,000), and twenty-five percent (25%) Company common stock, consisting of shares of Penterra common stock having an aggregate value of Two Hundred Thirty-One Million Two Hundred Fifty Thousand Dollars ($231,250,000), based on the thirty (30)-day volume-weighted average price ("VWAP") of Penterra common stock of $39.17 per share as of June 1, 2023, resulting in the issuance of approximately 5,903,497 shares of Company common stock;

• Contingent Value Rights: Up to One Hundred Twenty-Five Million Dollars ($125,000,000) payable to former Caliston stockholders upon FDA approval of CLT-4019 (NDA or BLA approval) on or before December 31, 2026, pursuant to the terms and conditions of the Contingent Value Rights Agreement;

• Maximum Aggregate Transaction Value (including CVRs): One Billion Fifty Million Dollars ($1,050,000,000);

• Premium to Last Private Round: The equity value of $925,000,000 represents a premium of approximately 36.03% to Caliston's October 2021 Series C post-money valuation of $680,000,000;

• Reverse Termination Fee (Payable by the Company): Thirty-Two Million Three Hundred Seventy-Five Thousand Dollars ($32,375,000), representing 3.5% of the equity value, payable in the event of termination by Caliston under specified circumstances, including failure to obtain antitrust clearance or failure of the Company's stockholders to approve the share issuance;

• Company Termination Fee (Payable by Caliston): Twenty-Seven Million Seven Hundred Fifty Thousand Dollars ($27,750,000), representing 3.0% of the equity value, payable in the event of termination by the Company under specified circumstances, including Caliston's acceptance of a superior proposal or material breach by Caliston;

• Indemnification Escrow: Forty-Six Million Two Hundred Fifty Thousand Dollars ($46,250,000), representing 5.0% of the equity value, to be held in escrow for a period of eighteen (18) months following the closing of the Merger to secure the indemnification obligations of the former Caliston stockholders under the Merger Agreement;

• Governing Law: The Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles;

Financing. WHEREAS, the cash component of the merger consideration, consisting of Six Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($693,750,000), will be funded from: (a) approximately Four Hundred Million Dollars ($400,000,000) of cash and cash equivalents on the Company's balance sheet; and (b) a draw of approximately Two Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($293,750,000) on the Company's existing revolving credit facility in the aggregate committed amount of One Billion Five Hundred Million Dollars ($1,500,000,000) with Greystone National Bank, N.A. as administrative agent (as entered into on March 15, 2021, with a maturity date of March 15, 2026, bearing interest at a rate of SOFR plus 150 basis points per annum, and having undrawn availability as of June 1, 2023 of approximately One Billion One Hundred Million Dollars ($1,100,000,000)) (the "Credit Facility");

Dr. Hale's Interest

WHEREAS, the Board has been informed and has taken into consideration the following facts relating to the personal financial interest of Dr. Marcus Hale in the proposed transaction: (a) Dr. Hale holds a 28.5% equity interest in Caliston, which, at the negotiated equity value of $925,000,000, implies total pre-tax proceeds to Dr. Hale of approximately Two Hundred Sixty-Three Million Six Hundred Twenty-Five Thousand Dollars ($263,625,000) and an implied pre-tax gain of approximately Two Hundred Twenty-One Million Six Hundred Twenty-Five Thousand Dollars ($221,625,000) over his aggregate personal investment of Forty-Two Million Dollars ($42,000,000); and (b) Dr. Hale holds 2,140,000 shares of Penterra common stock, representing approximately 1.8% of the Company's outstanding shares, which holding would be diluted by the issuance of shares as merger consideration;

Ancillary Agreements. WHEREAS, the Board has been presented with and has reviewed the following ancillary agreements, each in substantially final form:

(a) the Contingent Value Rights Agreement by and between the Company and Columnar Trust Services, Inc., as CVR Trustee, providing for the issuance and administration of contingent value rights entitling former Caliston stockholders to receive up to $125,000,000 upon FDA approval of CLT-4019 on or before December 31, 2026;

(b) the Stockholder Support Agreement by and among Dr. Marcus Hale (committing his 2,140,000 shares of Penterra common stock to vote in favor of the share issuance at the Company's stockholder meeting), Ridgeline Ventures, LP (holding approximately 22.3% of Caliston's outstanding equity), and Meridian Life Sciences Fund III, LP (holding approximately 18.7% of Caliston's outstanding equity), each agreeing to vote in favor of and otherwise support the consummation of the Merger;

(c) the Voting and Recusal Agreement of Dr. Marcus Hale, executed on June 2, 2023, pursuant to which Dr. Hale agreed to recuse himself from all Board deliberations and votes relating to the proposed transaction and to comply with the Information Barrier Policy;

(d) the Escrow Agreement by and among the Company, Ridgeline Ventures, LP (acting in its capacity as stockholder representative of the former Caliston stockholders), and Greystone National Bank, N.A. (as escrow agent), providing for the establishment and administration of an escrow fund in the amount of $46,250,000 with an eighteen (18)-month survival period to secure the indemnification obligations of the former Caliston stockholders;

(e) the Stockholder Representative Agreement designating Ridgeline Ventures, LP (Ava Lindström, Managing Partner) as the stockholder representative of the former Caliston stockholders for purposes of the Merger Agreement, the Escrow Agreement, and the Contingent Value Rights Agreement;

(f) the Non-Competition and Non-Solicitation Agreement with Dr. Nadia Sorensen, Chief Executive Officer of Caliston, providing for a two (2)-year non-competition covenant and a two (2)-year non-solicitation covenant, effective as of the closing of the Merger; and

(g) the Form of Written Consent of Caliston Stockholders approving the Merger Agreement and the transactions contemplated thereby;

Stockholder Approval Requirements

WHEREAS, the issuance of approximately 5,903,497 shares of Company common stock as a component of the merger consideration requires the approval of the stockholders of the Company under applicable New York Stock Exchange listing rules, specifically NYSE Listed Company Manual Section 312.03, which requires stockholder approval for any issuance of common stock in connection with a transaction where the number of shares to be issued exceeds one percent (1%) of the number of shares of common stock outstanding before the issuance;

WHEREAS, the approval of the stockholders of Caliston is required for the consummation of the Merger under Section 251 of the DGCL, and such approval is expected to be obtained by written consent of holders of a majority of the outstanding shares of Caliston capital stock, in accordance with Section 228 of the DGCL and the provisions of Caliston's certificate of incorporation and bylaws.

RESOLUTIONS

NOW, THEREFORE, the Board of Directors of Penterra Pharmaceuticals Corp., upon due consideration of the foregoing recitals, the recommendation of the Special Committee, and all other matters deemed relevant by the Board, and with Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk having recused themselves from all deliberations and voting, hereby adopts the following resolutions:

Resolution 1: Determination of Advisability and Fairness

RESOLVED, that the Board of Directors (the non-recused directors acting), having carefully considered the unanimous recommendation of the Special Committee dated November 20, 2023, the Fairness Opinion of Thorngate Partners LLC dated November 15, 2023, the reports, analyses, and advice of Calderwood & Harkness LLP, the terms and conditions of the Agreement and Plan of Merger and the ancillary agreements described in the recitals hereto, the strategic rationale for the acquisition of Caliston, and such other factors as the Board deemed relevant in the exercise of its fiduciary duties, hereby determines that:

(a) the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger of Caliston with and into the Company, are advisable, fair to, and in the best interests of the Company and its stockholders; and

(b) the merger consideration of Nine Hundred Twenty-Five Million Dollars ($925,000,000), consisting of seventy-five percent (75%) cash and twenty-five percent (25%) Company common stock, together with the contingent value rights of up to One Hundred Twenty-Five Million Dollars ($125,000,000), represents fair value for the acquisition of Caliston BioSciences, Inc.

Resolution 2: Approval of the Agreement and Plan of Merger

RESOLVED, that the Agreement and Plan of Merger, substantially in the form presented to the Board of Directors (Calderwood & Harkness LLP Draft v.7.3, execution version), by and between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc., providing for the merger of Caliston with and into the Company, with the Company as the surviving corporation, together with all exhibits, schedules, disclosure schedules, and annexes thereto, is hereby approved and adopted in all respects, and the execution, delivery, and performance of the Merger Agreement by the Company is hereby authorized and approved.

Resolution 3: Approval of Ancillary Agreements

RESOLVED, that each of the following ancillary agreements, substantially in the forms presented to the Board of Directors, is hereby approved, and the execution, delivery, and performance of each such agreement by the Company is hereby authorized:

(a) the Contingent Value Rights Agreement by and between the Company and Columnar Trust Services, Inc., as CVR Trustee;

(b) the Stockholder Support Agreement by and among Dr. Marcus Hale, Ridgeline Ventures, LP, and Meridian Life Sciences Fund III, LP;

(c) the Escrow Agreement by and among the Company, Ridgeline Ventures, LP (as stockholder representative), and Greystone National Bank, N.A. (as escrow agent), providing for the establishment of an escrow fund in the amount of Forty-Six Million Two Hundred Fifty Thousand Dollars ($46,250,000);

(d) the Stockholder Representative Agreement with Ridgeline Ventures, LP (Ava Lindström, Managing Partner), as stockholder representative;

(e) the Non-Competition and Non-Solicitation Agreement with Dr. Nadia Sorensen, providing for a two (2)-year non-competition covenant and a two (2)-year non-solicitation covenant; and

(f) the Form of Written Consent of Caliston Stockholders approving the Merger Agreement and the transactions contemplated thereby.

Resolution 4: Authorization of Share Issuance

RESOLVED, that, subject to and contingent upon receipt of the requisite approval of the Company's stockholders under applicable New York Stock Exchange listing rules (including NYSE Listed Company Manual Section 312.03), the issuance of approximately 5,903,497 shares of the Company's common stock, par value $0.001 per share, as a component of the merger consideration in the Merger (based on the thirty (30)-day volume-weighted average price of $39.17 per share as of June 1, 2023), representing aggregate stock consideration of Two Hundred Thirty-One Million Two Hundred Fifty Thousand Dollars ($231,250,000), is hereby authorized and approved; and further RESOLVED, that such shares, when issued in accordance with the terms of the Merger Agreement, shall be duly authorized, validly issued, fully paid, and non-assessable.

Resolution 5: Recommendation to Stockholders

RESOLVED, that the Board of Directors hereby recommends that the stockholders of the Company approve the issuance of shares of Company common stock in connection with the Merger, as described herein and as will be described in the proxy statement to be prepared and filed with the SEC, and that such recommendation of the Board be included in the definitive proxy statement to be delivered to the Company's stockholders in connection with the stockholder meeting at which such approval will be sought.

Resolution 6: Authorization of Proxy Statement and SEC Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file with the United States Securities and Exchange Commission (the "SEC") (Company CIK: 0001587342) a Current Report on Form 8-K announcing the execution of the Merger Agreement (to be filed on or about November 27, 2023), substantially in the form to be approved by the General Counsel, and subsequently to prepare, file, and distribute a preliminary proxy statement on Schedule 14A and a definitive proxy statement on Schedule 14A in connection with the special meeting of the Company's stockholders to be convened for the purpose of approving the issuance of shares of Company common stock as merger consideration, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and

RESOLVED FURTHER, that the Company shall retain Hargrove Proxy Advisors, Inc., 17 Ashbury Asset Advisors, Suite 1100, New York, New York 10004, as proxy solicitor in connection with the solicitation of proxies from the Company's stockholders in connection with the stockholder vote on the share issuance, on such terms as the General Counsel and the Chief Financial Officer shall determine to be reasonable and appropriate.

Resolution 7: Authorization to Execute and Deliver

RESOLVED, that each of Dr. Marcus Hale, in his capacity as Chairman of the Board and Chief Executive Officer of the Company (notwithstanding his recusal from all deliberations and voting on the merits of the transaction, which recusal shall not impair his authority to act in his officer capacity to execute documents as authorized by the non-recused members of the Board), Priya Anand, in her capacity as Chief Financial Officer of the Company, and Lawrence Whittaker, in his capacity as General Counsel and Corporate Secretary of the Company, is hereby individually authorized and directed, on behalf of the Company, to execute and deliver the Agreement and Plan of Merger, each of the ancillary agreements described above, and any and all certificates, instruments, documents, and agreements as may be necessary, appropriate, or desirable to consummate the transactions contemplated by the Merger Agreement and the ancillary agreements, with such changes, modifications, amendments, or supplements thereto as the officer executing the same shall approve, such execution being conclusive evidence of such approval; and

RESOLVED FURTHER, that, for the avoidance of doubt, the authorization of Dr. Marcus Hale to execute documents in his officer capacity pursuant to this resolution does not constitute, and shall not be deemed to constitute, participation by Dr. Hale in the Board's deliberation or vote on the merits of the transaction, and is made solely in recognition of his role as the Company's principal executive officer and the practical necessity of his signature on certain transaction documents.

Resolution 8: Financing Authorization

RESOLVED, that the officers of the Company, including Priya Anand (Chief Financial Officer) and Lawrence Whittaker (General Counsel and Corporate Secretary), are hereby authorized and directed to draw upon the Company's existing revolving credit facility with Greystone National Bank, N.A. (as administrative agent) in an amount of approximately Two Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($293,750,000), together with utilizing approximately Four Hundred Million Dollars ($400,000,000) of cash and cash equivalents on the Company's balance sheet, to fund the cash component of the merger consideration of Six Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($693,750,000), and to execute, deliver, and perform any and all draw requests, borrowing notices, certificates, compliance certificates, officer's certificates, and other documents or instruments required under the Credit Facility in connection therewith, in each case in such form and substance as such officer shall determine to be necessary, appropriate, or advisable.

Resolution 9: HSR Act Filing

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all notifications, filings, and submissions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, in connection with the Merger, and to take all actions that may be necessary or advisable to obtain any required antitrust clearances, including, without limitation, responding to requests for additional information, participating in meetings and discussions with the reviewing agencies, and providing any supplemental information as may be requested, in each case consistent with the Company's obligations under the Merger Agreement.

Resolution 10: D&O Insurance Confirmation

RESOLVED, that the officers of the Company are hereby directed to confirm coverage under the Company's existing directors' and officers' liability insurance policy maintained with Northpoint Specialty Insurance Company (Policy No. NSI-DO-2023-88412), providing for a $50,000,000 Side A/B/C tower, with respect to the actions of the directors and officers of the Company in connection with the evaluation, negotiation, approval, and consummation of the transactions contemplated by the Merger Agreement, and to obtain any tail, run-off, or supplemental coverage as such officers may deem advisable or as may be required pursuant to the terms of the Merger Agreement, on such terms and at such cost as the officers shall determine to be reasonable and in the best interests of the Company.

Resolution 11: Ratification of Special Committee Process

RESOLVED, that the Board of Directors hereby ratifies and confirms, in all respects, all actions heretofore taken by the Special Committee (consisting of Diane Prescott, Chair; James Okafor; and Dr. Helen Ng) in connection with the Special Committee's evaluation of the proposed transaction, including, without limitation:

(a) the engagement of Calderwood & Harkness LLP as independent legal counsel to the Special Committee;

(b) the engagement of Thorngate Partners LLC as independent financial advisor to the Special Committee;

(d) the direction to Thorngate Partners LLC to conduct a market check for alternative acquisition targets, and the completion thereof;

(e) the negotiation of the Merger Agreement and ancillary agreements with Caliston and its advisors;

(f) the solicitation and receipt of the Fairness Opinion from Thorngate Partners LLC;

(g) the implementation and maintenance of the Information Barrier Policy and all related procedural safeguards; and

(h) the delivery of the Special Committee's unanimous recommendation to the Board of Directors, dated November 20, 2023, that the Board approve the Merger Agreement and the transactions contemplated thereby.

Resolution 12: Delaware Law Compliance

RESOLVED, that the Board of Directors hereby finds and determines that the procedures followed in connection with the evaluation, negotiation, and approval of the Merger satisfy the requirements of Section 144 of the Delaware General Corporation Law, in that:

(a) the material facts as to Dr. Marcus Hale's relationship to and financial interest in Caliston, and as to Angela Whitmore's familial relationship to Dr. Evan Whitmore, a senior officer and director of Caliston, were fully disclosed to the Board of Directors;

(b) the transaction was approved by a good faith vote of a sufficient number of disinterested directors, none of whom had any personal interest in or relationship with any party to the transaction (other than as directors and/or officers of the Company), with all interested directors having been recused from all deliberations and voting; and

(c) the transaction is entirely fair to the Company, having been evaluated and negotiated through a process that included the formation and empowerment of an independent Special Committee, the retention of independent legal counsel and an independent financial advisor, the conduct of comprehensive due diligence and a market check, and the receipt of a fairness opinion supporting the financial fairness of the merger consideration to the Company.

Resolution 13: General Authorization

RESOLVED, that each of the officers of the Company is hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all agreements, documents, certificates, instruments, and filings, and to take any and all actions, as such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions, including, without limitation, the payment of all fees, costs, and expenses incurred in connection with the transactions contemplated hereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that the same is necessary, appropriate, or advisable.

Resolution 14: Omnibus Authorization

RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the matters addressed by, and the transactions contemplated by, the foregoing resolutions, including, without limitation, actions taken in connection with the formation of the Special Committee, the engagement of advisors, the conduct of due diligence, the negotiation of the Merger Agreement and ancillary agreements, the preparation of SEC filings, and all communications with regulatory authorities, are hereby ratified, confirmed, and approved in all respects as actions taken by the Company.

RECUSAL NOTATION

It is hereby formally noted for the record that Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk were not present during, and did not participate in, the deliberation or vote on any of the foregoing resolutions. The recusal of Dr. Hale, Ms. Whitmore, and Mr. Tusk was effected in accordance with, and pursuant to, the independence protocol and Information Barrier Policy established by the Board of Directors on June 2, 2023, and, in the case of Dr. Hale, the Voting and Recusal Agreement executed by Dr. Hale on June 2, 2023. At no point during the special meeting of November 22, 2023 were Dr. Hale, Ms. Whitmore, or Mr. Tusk present in the meeting room, connected to the teleconference, or otherwise privy to the substance of the Board's deliberations or the materials considered by the Board in connection with the foregoing resolutions.

VOTE RECORD

The foregoing resolutions were adopted by the unanimous affirmative vote of all non-recused directors present at the special meeting, as follows:

The six (6) non-recused directors voting unanimously in favor constituted a quorum of the Board of Directors of Penterra Pharmaceuticals Corp. and the affirmative vote of a majority of the disinterested directors present at the meeting.

SECRETARY'S ATTESTATION

I, Lawrence Whittaker, General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp., hereby certify and attest that the foregoing is a true, correct, and complete copy of the resolutions duly adopted at a special meeting of the Board of Directors of Penterra Pharmaceuticals Corp. held on November 22, 2023, at which a quorum was present and acting throughout, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

I further certify that the special meeting was duly called and convened in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law, that all directors received proper notice of the meeting, and that the proceedings were conducted in accordance with applicable law and the Company's governance documents.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company on this 22nd day of November, 2023.

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Lawrence Whittaker

Title: General Counsel and Corporate Secretary

Date: November 22, 2023

[CORPORATE SEAL]

EXHIBIT REFERENCES

The following documents are attached hereto or incorporated herein by reference, each in the form presented to and reviewed by the Board of Directors at the special meeting of November 22, 2023:

Exhibit A: Agreement and Plan of Merger by and between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc. (Calderwood & Harkness LLP Draft v.7.3, execution version), together with all exhibits, schedules, and disclosure schedules thereto.

Exhibit B: Special Committee Recommendation — Minutes of the Special Committee Meeting of November 20, 2023, including the text of the Special Committee's unanimous resolution recommending Board approval of the Merger Agreement and the transactions contemplated thereby.

Exhibit C: Fairness Opinion of Thorngate Partners LLC, dated November 15, 2023, including all appendices and supporting materials delivered to the Special Committee in connection therewith.

Exhibit D: Process Memorandum — Summary of Special Committee Activities, dated November 22, 2023, prepared by Calderwood & Harkness LLP, summarizing the timeline, activities, meetings, and procedures of the Special Committee from its formation on June 2, 2023 through November 22, 2023.

Exhibit E: Ancillary Agreements (forms as presented to the Board), including:

(i) Contingent Value Rights Agreement (ii) Stockholder Support Agreement (iii) Voting and Recusal Agreement (iv) Escrow Agreement (v) Stockholder Representative Agreement (vi) Non-Competition and Non-Solicitation Agreement (vii) Form of Written Consent of Caliston Stockholders

[Remainder of Page Intentionally Left Blank]

Director	Status	Vote
Diane Prescott	Independent Director; Chair, Special Committee	In Favor
James Okafor	Independent Director; Member, Special Committee	In Favor
Dr. Helen Ng	Independent Director; Member, Special Committee	In Favor
Robert Castellano	Independent Director; Chair, Audit Committee	In Favor
Margaret Liu	Independent Director; Chair, Compensation Committee	In Favor
Dr. Samuel Everett	Independent Director; Chair, Nominating & Governance Committee	In Favor
Dr. Marcus Hale	Chairman & CEO	Recused — Did Not Vote
Angela Whitmore	Director; EVP, Commercial Operations	Recused — Did Not Vote
Raymond Tusk	Director	Recused — Did Not Vote

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT ATTORNEY-CLIENT PRIVILEGE
Calderwood & Harkness LLP 1700 Market Street, Suite 3400 Philadelphia, PA 19103
C&H Matter No.: 1025-00006 Project Coriander
RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.
Adopted at a Special Meeting Held on November 22, 2023
PREAMBLE AND RECITALS
Convening of Meeting
A special meeting of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a corporation organized and existing under the laws of the State of Delaware ("Penterra" or the "Company"), was duly called and convened on November 22, 2023, commencing at 9:00 a.m. Eastern Time, at the principal offices of the Company located at 400 Innovation Drive, Suite 1200, Princeton, New Jersey 08540. Due and proper notice of the special meeting was given to all members of the Board of Directors in accordance with the Company's Amended and Restated Bylaws (as amended through May 3, 2022) and the applicable provisions of the Delaware General Corporation Law (the "DGCL"), including Section 141(b) thereof. The notice of the meeting was delivered by electronic mail to each director not fewer than forty-eight (48) hours prior to the meeting and specified that the purpose of the meeting was to consider and act upon the proposed acquisition of Caliston BioSciences, Inc. and the approval of the Agreement and Plan of Merger and related ancillary agreements and matters.
Attendance and Quorum
The following directors of the Company were present at the meeting, either in person at the Company's principal offices or by means of teleconference equipment by which all persons participating in the meeting could hear each other, such participation constituting presence in person at the meeting pursuant to Section 141(i) of the DGCL and the Company's Amended and Restated Bylaws:
1.  Diane Prescott — Independent Director; Chair, Special Committee (present in person)
2.  James Okafor — Independent Director; Member, Special Committee (present by teleconference)
3.  Dr. Helen Ng — Independent Director; Member, Special Committee (present in person)
4.  Robert Castellano — Independent Director; Chair, Audit Committee (present in person)
5.  Margaret Liu — Independent Director; Chair, Compensation Committee (present by teleconference)
6.  Dr. Samuel Everett — Independent Director; Chair, Nominating and Corporate Governance Committee (present in person)
The six (6) directors listed above, each being independent directors of the Company under applicable NYSE listing standards and the Company's Corporate Governance Guidelines, constituted a quorum of the Board for the transaction of business, including the matters set forth herein.
The following directors were recused from all deliberations and voting on the matters addressed in these resolutions and were not present at any time during the special meeting:
1.  Dr. Marcus Hale — Chairman of the Board and Chief Executive Officer of the Company. Dr. Hale recused himself from all deliberations and voting on the proposed transaction due to his material personal financial interest therein, consisting of a 28.5% equity interest in Caliston BioSciences, Inc. ("Caliston"), acquired through a personal investment aggregating approximately Forty-Two Million Dollars ($42,000,000) across Caliston's Seed, Series A, and Series B financing rounds. Dr. Hale has also held a board observer seat at Caliston since 2018. In light of these interests, Dr. Hale executed a Voting and Recusal Agreement dated June 2, 2023, pursuant to which he agreed, among other things, to recuse himself from all Board and committee deliberations, votes, and access to materials relating to the evaluation, negotiation, and approval of the proposed transaction.
2.  Angela Whitmore — Director and Executive Vice President, Commercial Operations of the Company. Ms. Whitmore recused herself from all deliberations and voting on the proposed transaction due to her spousal relationship with Dr. Evan Whitmore, who serves as Caliston's Head of Clinical Development and as a member of the Caliston board of directors.
3.  Raymond Tusk — Director. Mr. Tusk recused himself from all deliberations and voting on the proposed transaction based on his status as a non-independent director, having been designated for nomination to the Board by Dr. Hale pursuant to the terms of the Stockholders' Agreement dated September 15, 2017, as amended.
Presence of Advisors
Also present at the meeting, by invitation of the Board, were the following advisors:
•  Renata Vasquez, Partner, Calderwood & Harkness LLP, serving as the responsible partner for the firm's engagement as independent legal counsel to the Special Committee;
•  Sophie Tremblay, Senior Associate, Calderwood & Harkness LLP, serving as lead associate on the matter;
•  Lawrence Whittaker, General Counsel and Corporate Secretary of the Company, who served as secretary of the meeting and was responsible for the preparation of minutes and these resolutions;
•  Victoria Shen, Partner, Alcott, Barringer & Cole LLP, regular outside counsel to the Company, who was present solely for purposes of advising on general corporate governance matters and who had been recused from advising the Special Committee or the Company with respect to the substantive evaluation, negotiation, or terms of the proposed transaction with Caliston; and
•  Andrew Carmichael, Managing Director, Thorngate Partners LLC, independent financial advisor to the Special Committee, who participated by teleconference to respond to questions from the Board regarding the Fairness Opinion and the valuation analyses underlying the same.
Background Recitals.  WHEREAS, on February 14, 2023, Dr. Marcus Hale disclosed to the Board of Directors his personal ownership of a 28.5% equity interest in Caliston BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware and a privately held clinical-stage biotechnology company with principal offices located at 88 Harbor Point Road, Cambridge, Massachusetts 02142, and proposed that the Company evaluate a potential acquisition of Caliston as a strategic transaction to complement the Company's oncology pipeline;
WHEREAS, Caliston is a clinical-stage biopharmaceutical company focused on the discovery and development of novel kinase inhibitors for the treatment of solid tumors, with a lead product candidate designated CLT-4019, a Phase 2b selective CDK4/6 inhibitor being developed for the treatment of hormone receptor-positive, HER2-negative (HR+/HER2–) metastatic breast cancer, for which an Investigational New Drug application bearing IND No. 158429 was filed with the United States Food and Drug Administration (the "FDA") in March 2020, and which has demonstrated encouraging preliminary clinical efficacy and safety data in the ongoing Phase 2b trial (NCT04872345);
WHEREAS, in addition to CLT-4019, Caliston's pipeline includes CLT-5227, a preclinical-stage pan-FGFR inhibitor for cholangiocarcinoma and urothelial carcinoma, and CLT-6034, a discovery-stage dual CDK2/4 inhibitor with potential applications in triple-negative breast cancer and non-small cell lung cancer;
WHEREAS, the Board of Directors, recognizing the related-party nature of the proposed transaction arising from Dr. Hale's material equity interest in Caliston and his board observer seat at Caliston, as well as the familial relationship of Angela Whitmore to a senior officer and director of Caliston, discussed the potential conflicts of interest at a regular meeting of the Board held on March 8, 2023, and determined that any evaluation of the proposed transaction should be conducted through a process designed to ensure both procedural fairness and substantive fairness to the Company and its unaffiliated stockholders;
WHEREAS, on April 12, 2023, the Board retained Alcott, Barringer & Cole LLP, the Company's regular outside counsel, to advise the Board on the appropriate governance process and structural protections for the evaluation of the proposed transaction, including the formation of a special committee of independent and disinterested directors;
Special Committee Formation and Process
WHEREAS, on May 15, 2023, the Board approved in principle the formation of a special committee of independent directors (the "Special Committee") to evaluate the proposed transaction, effective upon the engagement of independent legal counsel by such committee;
WHEREAS, on June 2, 2023, following the identification and engagement of independent legal counsel, the Board formally constituted the Special Committee by the unanimous vote of the six (6) independent directors (with Dr. Hale, Angela Whitmore, and Raymond Tusk recused from the vote), comprising the following members:
•  Diane Prescott (Chair)
•  James Okafor
•  Dr. Helen Ng
each of whom is an independent director of the Company within the meaning of NYSE Listed Company Manual Section 303A.02 and has no material personal interest in, or relationship with any party to, the proposed transaction;
WHEREAS, the Board, in constituting the Special Committee, granted the Special Committee sole and exclusive authority to:
(a) evaluate the proposed acquisition of Caliston and any alternative transactions or strategies;
(b) negotiate the terms and conditions of any such transaction on behalf of the Company;
(c) retain, at the Company's expense, independent legal counsel, financial advisors, and other consultants as the Special Committee may deem necessary or appropriate;
(d) recommend to the full Board the approval or rejection of the proposed transaction or any alternative thereto; and
(e) explore alternatives to the proposed transaction, including the authority to decline the transaction entirely and to recommend that the Company not pursue the acquisition of Caliston, without any requirement to present such decision to the full Board for ratification;
WHEREAS, concurrently with the formation of the Special Committee, the Board adopted an independence protocol and information barrier policy (the "Information Barrier Policy") designed to exclude Dr. Hale, Angela Whitmore, and Raymond Tusk from all Special Committee deliberations, materials, discussions, and communications relating to the evaluation, negotiation, and approval of the proposed transaction, and providing that all documents, analyses, correspondence, and work product relating to the proposed transaction shall be stored on a segregated document management workspace designated "Project Coriander," accessible only to members of the Special Committee and their authorized advisors;
WHEREAS, on June 2, 2023, the Special Committee engaged Calderwood & Harkness LLP, 1700 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103, as its independent legal counsel, after confirming that Calderwood & Harkness LLP had no material prior relationship with Caliston, Dr. Hale, or any other conflicted party, and that Calderwood & Harkness LLP's engagement would be solely at the direction of the Special Committee;
WHEREAS, on June 16, 2023, the Special Committee engaged Thorngate Partners LLC, 590 Madison Avenue, 22nd Floor, New York, New York 10022, as its independent financial advisor (Thorngate engagement reference: 1018-00003), after confirming that Thorngate Partners LLC had no material prior relationship with Caliston, Dr. Hale, or any other conflicted party, and that Thorngate Partners LLC's engagement would be solely at the direction of the Special Committee;
WHEREAS, the Special Committee conducted a thorough, diligent, and independent evaluation process over the course of approximately six (6) months, holding a total of eleven (11) meetings between June 2, 2023 and November 20, 2023, including meetings at which the Special Committee received detailed presentations from Calderwood & Harkness LLP regarding legal due diligence findings, presentations from Thorngate Partners LLC regarding financial analyses and valuation, updates on the status of negotiations with Caliston and its advisors, and reviews of successive drafts of the merger agreement and ancillary documents;
Due Diligence and Valuation
WHEREAS, Calderwood & Harkness LLP, on behalf of the Special Committee, conducted comprehensive legal due diligence on Caliston, including a thorough review of Caliston's corporate organization and governance, capitalization table and outstanding equity and convertible instruments, material contracts (including license agreements, collaboration agreements, clinical trial agreements, and supply agreements), intellectual property portfolio (including patents, patent applications, and trade secrets relating to CLT-4019, CLT-5227, and CLT-6034), regulatory status and FDA correspondence, pending and threatened litigation, employment agreements and benefit plans, tax matters, and compliance with applicable laws, rules, and regulations;
WHEREAS, Thorngate Partners LLC, on behalf of the Special Committee, conducted independent valuation analyses of Caliston utilizing the following methodologies and reaching the following indicative valuation ranges:
(i) discounted Cash Flow Analysis — CLT-4019 Only: Indicating an implied equity value range of $780,000,000 to $1,020,000,000 (midpoint: $900,000,000), based on a weighted average cost of capital ("WACC") of 12.5% and a terminal growth rate of 2.0%, utilizing probability-adjusted revenue projections for CLT-4019 in the HR+/HER2– metastatic breast cancer indication;
(ii) discounted Cash Flow Analysis — Full Pipeline (Risk-Adjusted NPV): Indicating an implied equity value range of $870,000,000 to $1,180,000,000 (midpoint: $1,025,000,000), utilizing a risk-adjusted net present value methodology that assigned stage-appropriate probability-of-success factors to each of CLT-4019, CLT-5227, and CLT-6034;
(iii) Comparable Transactions Analysis: Indicating an implied equity value range of $820,000,000 to $1,050,000,000, based on an analysis of seven (7) precedent transactions involving the acquisition of clinical-stage oncology companies, applying relevant transaction multiples (including enterprise value to projected peak sales and enterprise value to pipeline risk-adjusted NPV) to Caliston's financial and clinical profile; and
(iv) Premiums Paid Analysis: Indicating an implied equity value range of $884,000,000 to $986,000,000, based on observed acquisition premiums of 30% to 45% applied to Caliston's October 2021 Series C post-money valuation of $680,000,000;
WHEREAS, on August 22, 2023, the Special Committee directed Thorngate Partners LLC to explore, as part of its advisory mandate, potential alternative acquisition targets for the Company in the oncology space (a "market check"), which market check was completed on September 14, 2023, with Thorngate Partners LLC reporting to the Special Committee that no alternative acquisition opportunity was identified that, in Thorngate Partners LLC's judgment, would represent a superior strategic or financial alternative to the proposed acquisition of Caliston;
Negotiation and Agreement in Principle
WHEREAS, commencing September 29, 2023, the Special Committee, acting through Calderwood & Harkness LLP and Thorngate Partners LLC, conducted arm's-length negotiations with Caliston and its advisors, Whitfield Graves LLP (legal counsel to Caliston) and Fendowell Sinclair & Co. (financial advisor to Caliston), regarding the terms and conditions of the proposed merger, including the aggregate merger consideration, the consideration mix, the terms of the contingent value rights, representations and warranties, indemnification provisions, termination rights, termination fees, interim operating covenants, closing conditions, and all other material provisions of the merger agreement and ancillary documents;
WHEREAS, the negotiations were conducted over the course of multiple meetings and exchanges of correspondence, with Calderwood & Harkness LLP and Thorngate Partners LLC providing regular updates to the Special Committee at each of the Special Committee's meetings, and with the Special Committee providing active direction on all material negotiation positions;
WHEREAS, on October 18, 2023, the parties reached an agreement in principle on the material financial terms of the transaction, subject to the completion of definitive documentation, the delivery of the Fairness Opinion, and the approval of the Special Committee and the Board of Directors;
Fairness Opinion.  WHEREAS, on November 15, 2023, Thorngate Partners LLC delivered to the Special Committee its written opinion (the "Fairness Opinion") that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations, and other matters set forth therein, the aggregate consideration of Nine Hundred Twenty-Five Million Dollars ($925,000,000) (excluding contingent value rights) to be paid by the Company in the proposed merger is fair, from a financial point of view, to the Company;
WHEREAS, Calderwood & Harkness LLP reviewed the Fairness Opinion and advised the Special Committee regarding the legal sufficiency of the Fairness Opinion under Delaware fiduciary duty standards, including the requirements of the Weinberger line of cases and the MFW framework, and its adequacy for purposes of Securities and Exchange Commission ("SEC") disclosure requirements under Item 1015 of Regulation M-A;
Special Committee Recommendation
WHEREAS, on November 20, 2023, at a duly convened meeting of the Special Committee, having considered the totality of the information available to it, including without limitation: (a) the Fairness Opinion delivered by Thorngate Partners LLC; (b) the results of the comprehensive legal due diligence conducted by Calderwood & Harkness LLP; (c) the results of the market check conducted by Thorngate Partners LLC; (d) the terms and conditions of the Agreement and Plan of Merger and the ancillary documents, as negotiated on behalf of the Special Committee; (e) the procedural protections implemented throughout the process, including the Information Barrier Policy, the Voting and Recusal Agreement, and the independence of the Special Committee and its advisors; (f) the strategic rationale for the acquisition, including the potential to enhance the Company's oncology pipeline with a differentiated CDK4/6 inhibitor; and (g) the potential risks associated with the transaction, including integration risk, regulatory risk relating to FDA approval of CLT-4019, and the dilutive impact of the stock component of the merger consideration, the Special Committee unanimously resolved to recommend that the full Board of Directors approve the Agreement and Plan of Merger and the transactions contemplated thereby;
WHEREAS, in making its recommendation, the Special Committee further concluded that: (a) the merger consideration of $925,000,000, together with the contingent value rights of up to $125,000,000, represents a fair price to the Company for the acquisition of Caliston; (b) the process followed by the Special Committee and the Board constituted fair dealing within the meaning of Delaware law; and (c) the transaction, as structured and approved, complies with the requirements of Sections 141(a) and 144 of the Delaware General Corporation Law;
Merger Agreement Terms
WHEREAS, the Board has been presented with and has reviewed in detail the substantially final form of the Agreement and Plan of Merger (Calderwood & Harkness LLP Draft v.7.3, execution version) (the "Merger Agreement") by and between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc., providing for a one-step merger of Caliston with and into Penterra (the "Merger"), with Penterra as the surviving corporation, on the following material terms:
•  Aggregate Equity Value: Nine Hundred Twenty-Five Million Dollars ($925,000,000);
•  Consideration Mix: Seventy-five percent (75%) cash, consisting of Six Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($693,750,000), and twenty-five percent (25%) Company common stock, consisting of shares of Penterra common stock having an aggregate value of Two Hundred Thirty-One Million Two Hundred Fifty Thousand Dollars ($231,250,000), based on the thirty (30)-day volume-weighted average price ("VWAP") of Penterra common stock of $39.17 per share as of June 1, 2023, resulting in the issuance of approximately 5,903,497 shares of Company common stock;
•  Contingent Value Rights: Up to One Hundred Twenty-Five Million Dollars ($125,000,000) payable to former Caliston stockholders upon FDA approval of CLT-4019 (NDA or BLA approval) on or before December 31, 2026, pursuant to the terms and conditions of the Contingent Value Rights Agreement;
•  Maximum Aggregate Transaction Value (including CVRs): One Billion Fifty Million Dollars ($1,050,000,000);
•  Premium to Last Private Round: The equity value of $925,000,000 represents a premium of approximately 36.03% to Caliston's October 2021 Series C post-money valuation of $680,000,000;
•  Reverse Termination Fee (Payable by the Company): Thirty-Two Million Three Hundred Seventy-Five Thousand Dollars ($32,375,000), representing 3.5% of the equity value, payable in the event of termination by Caliston under specified circumstances, including failure to obtain antitrust clearance or failure of the Company's stockholders to approve the share issuance;
•  Company Termination Fee (Payable by Caliston): Twenty-Seven Million Seven Hundred Fifty Thousand Dollars ($27,750,000), representing 3.0% of the equity value, payable in the event of termination by the Company under specified circumstances, including Caliston's acceptance of a superior proposal or material breach by Caliston;
•  Indemnification Escrow: Forty-Six Million Two Hundred Fifty Thousand Dollars ($46,250,000), representing 5.0% of the equity value, to be held in escrow for a period of eighteen (18) months following the closing of the Merger to secure the indemnification obligations of the former Caliston stockholders under the Merger Agreement;
•  Governing Law: The Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles;
Financing.  WHEREAS, the cash component of the merger consideration, consisting of Six Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($693,750,000), will be funded from: (a) approximately Four Hundred Million Dollars ($400,000,000) of cash and cash equivalents on the Company's balance sheet; and (b) a draw of approximately Two Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($293,750,000) on the Company's existing revolving credit facility in the aggregate committed amount of One Billion Five Hundred Million Dollars ($1,500,000,000) with Greystone National Bank, N.A. as administrative agent (as entered into on March 15, 2021, with a maturity date of March 15, 2026, bearing interest at a rate of SOFR plus 150 basis points per annum, and having undrawn availability as of June 1, 2023 of approximately One Billion One Hundred Million Dollars ($1,100,000,000)) (the "Credit Facility");
Dr. Hale's Interest
WHEREAS, the Board has been informed and has taken into consideration the following facts relating to the personal financial interest of Dr. Marcus Hale in the proposed transaction: (a) Dr. Hale holds a 28.5% equity interest in Caliston, which, at the negotiated equity value of $925,000,000, implies total pre-tax proceeds to Dr. Hale of approximately Two Hundred Sixty-Three Million Six Hundred Twenty-Five Thousand Dollars ($263,625,000) and an implied pre-tax gain of approximately Two Hundred Twenty-One Million Six Hundred Twenty-Five Thousand Dollars ($221,625,000) over his aggregate personal investment of Forty-Two Million Dollars ($42,000,000); and (b) Dr. Hale holds 2,140,000 shares of Penterra common stock, representing approximately 1.8% of the Company's outstanding shares, which holding would be diluted by the issuance of shares as merger consideration;
Ancillary Agreements.  WHEREAS, the Board has been presented with and has reviewed the following ancillary agreements, each in substantially final form:
(a) the Contingent Value Rights Agreement by and between the Company and Columnar Trust Services, Inc., as CVR Trustee, providing for the issuance and administration of contingent value rights entitling former Caliston stockholders to receive up to $125,000,000 upon FDA approval of CLT-4019 on or before December 31, 2026;
(b) the Stockholder Support Agreement by and among Dr. Marcus Hale (committing his 2,140,000 shares of Penterra common stock to vote in favor of the share issuance at the Company's stockholder meeting), Ridgeline Ventures, LP (holding approximately 22.3% of Caliston's outstanding equity), and Meridian Life Sciences Fund III, LP (holding approximately 18.7% of Caliston's outstanding equity), each agreeing to vote in favor of and otherwise support the consummation of the Merger;
(c) the Voting and Recusal Agreement of Dr. Marcus Hale, executed on June 2, 2023, pursuant to which Dr. Hale agreed to recuse himself from all Board deliberations and votes relating to the proposed transaction and to comply with the Information Barrier Policy;
(d) the Escrow Agreement by and among the Company, Ridgeline Ventures, LP (acting in its capacity as stockholder representative of the former Caliston stockholders), and Greystone National Bank, N.A. (as escrow agent), providing for the establishment and administration of an escrow fund in the amount of $46,250,000 with an eighteen (18)-month survival period to secure the indemnification obligations of the former Caliston stockholders;
(e) the Stockholder Representative Agreement designating Ridgeline Ventures, LP (Ava Lindström, Managing Partner) as the stockholder representative of the former Caliston stockholders for purposes of the Merger Agreement, the Escrow Agreement, and the Contingent Value Rights Agreement;
(f) the Non-Competition and Non-Solicitation Agreement with Dr. Nadia Sorensen, Chief Executive Officer of Caliston, providing for a two (2)-year non-competition covenant and a two (2)-year non-solicitation covenant, effective as of the closing of the Merger; and
(g) the Form of Written Consent of Caliston Stockholders approving the Merger Agreement and the transactions contemplated thereby;
Stockholder Approval Requirements
WHEREAS, the issuance of approximately 5,903,497 shares of Company common stock as a component of the merger consideration requires the approval of the stockholders of the Company under applicable New York Stock Exchange listing rules, specifically NYSE Listed Company Manual Section 312.03, which requires stockholder approval for any issuance of common stock in connection with a transaction where the number of shares to be issued exceeds one percent (1%) of the number of shares of common stock outstanding before the issuance;
WHEREAS, the approval of the stockholders of Caliston is required for the consummation of the Merger under Section 251 of the DGCL, and such approval is expected to be obtained by written consent of holders of a majority of the outstanding shares of Caliston capital stock, in accordance with Section 228 of the DGCL and the provisions of Caliston's certificate of incorporation and bylaws.
RESOLUTIONS
NOW, THEREFORE, the Board of Directors of Penterra Pharmaceuticals Corp., upon due consideration of the foregoing recitals, the recommendation of the Special Committee, and all other matters deemed relevant by the Board, and with Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk having recused themselves from all deliberations and voting, hereby adopts the following resolutions:
Resolution 1: Determination of Advisability and Fairness
RESOLVED, that the Board of Directors (the non-recused directors acting), having carefully considered the unanimous recommendation of the Special Committee dated November 20, 2023, the Fairness Opinion of Thorngate Partners LLC dated November 15, 2023, the reports, analyses, and advice of Calderwood & Harkness LLP, the terms and conditions of the Agreement and Plan of Merger and the ancillary agreements described in the recitals hereto, the strategic rationale for the acquisition of Caliston, and such other factors as the Board deemed relevant in the exercise of its fiduciary duties, hereby determines that:
(a) the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger of Caliston with and into the Company, are advisable, fair to, and in the best interests of the Company and its stockholders; and
(b) the merger consideration of Nine Hundred Twenty-Five Million Dollars ($925,000,000), consisting of seventy-five percent (75%) cash and twenty-five percent (25%) Company common stock, together with the contingent value rights of up to One Hundred Twenty-Five Million Dollars ($125,000,000), represents fair value for the acquisition of Caliston BioSciences, Inc.
Resolution 2: Approval of the Agreement and Plan of Merger
RESOLVED, that the Agreement and Plan of Merger, substantially in the form presented to the Board of Directors (Calderwood & Harkness LLP Draft v.7.3, execution version), by and between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc., providing for the merger of Caliston with and into the Company, with the Company as the surviving corporation, together with all exhibits, schedules, disclosure schedules, and annexes thereto, is hereby approved and adopted in all respects, and the execution, delivery, and performance of the Merger Agreement by the Company is hereby authorized and approved.
Resolution 3: Approval of Ancillary Agreements
RESOLVED, that each of the following ancillary agreements, substantially in the forms presented to the Board of Directors, is hereby approved, and the execution, delivery, and performance of each such agreement by the Company is hereby authorized:
(a) the Contingent Value Rights Agreement by and between the Company and Columnar Trust Services, Inc., as CVR Trustee;
(b) the Stockholder Support Agreement by and among Dr. Marcus Hale, Ridgeline Ventures, LP, and Meridian Life Sciences Fund III, LP;
(c) the Escrow Agreement by and among the Company, Ridgeline Ventures, LP (as stockholder representative), and Greystone National Bank, N.A. (as escrow agent), providing for the establishment of an escrow fund in the amount of Forty-Six Million Two Hundred Fifty Thousand Dollars ($46,250,000);
(d) the Stockholder Representative Agreement with Ridgeline Ventures, LP (Ava Lindström, Managing Partner), as stockholder representative;
(e) the Non-Competition and Non-Solicitation Agreement with Dr. Nadia Sorensen, providing for a two (2)-year non-competition covenant and a two (2)-year non-solicitation covenant; and
(f) the Form of Written Consent of Caliston Stockholders approving the Merger Agreement and the transactions contemplated thereby.
Resolution 4: Authorization of Share Issuance
RESOLVED, that, subject to and contingent upon receipt of the requisite approval of the Company's stockholders under applicable New York Stock Exchange listing rules (including NYSE Listed Company Manual Section 312.03), the issuance of approximately 5,903,497 shares of the Company's common stock, par value $0.001 per share, as a component of the merger consideration in the Merger (based on the thirty (30)-day volume-weighted average price of $39.17 per share as of June 1, 2023), representing aggregate stock consideration of Two Hundred Thirty-One Million Two Hundred Fifty Thousand Dollars ($231,250,000), is hereby authorized and approved; and further RESOLVED, that such shares, when issued in accordance with the terms of the Merger Agreement, shall be duly authorized, validly issued, fully paid, and non-assessable.
Resolution 5: Recommendation to Stockholders
RESOLVED, that the Board of Directors hereby recommends that the stockholders of the Company approve the issuance of shares of Company common stock in connection with the Merger, as described herein and as will be described in the proxy statement to be prepared and filed with the SEC, and that such recommendation of the Board be included in the definitive proxy statement to be delivered to the Company's stockholders in connection with the stockholder meeting at which such approval will be sought.
Resolution 6: Authorization of Proxy Statement and SEC Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file with the United States Securities and Exchange Commission (the "SEC") (Company CIK: 0001587342) a Current Report on Form 8-K announcing the execution of the Merger Agreement (to be filed on or about November 27, 2023), substantially in the form to be approved by the General Counsel, and subsequently to prepare, file, and distribute a preliminary proxy statement on Schedule 14A and a definitive proxy statement on Schedule 14A in connection with the special meeting of the Company's stockholders to be convened for the purpose of approving the issuance of shares of Company common stock as merger consideration, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and
RESOLVED FURTHER, that the Company shall retain Hargrove Proxy Advisors, Inc., 17 Ashbury Asset Advisors, Suite 1100, New York, New York 10004, as proxy solicitor in connection with the solicitation of proxies from the Company's stockholders in connection with the stockholder vote on the share issuance, on such terms as the General Counsel and the Chief Financial Officer shall determine to be reasonable and appropriate.
Resolution 7: Authorization to Execute and Deliver
RESOLVED, that each of Dr. Marcus Hale, in his capacity as Chairman of the Board and Chief Executive Officer of the Company (notwithstanding his recusal from all deliberations and voting on the merits of the transaction, which recusal shall not impair his authority to act in his officer capacity to execute documents as authorized by the non-recused members of the Board), Priya Anand, in her capacity as Chief Financial Officer of the Company, and Lawrence Whittaker, in his capacity as General Counsel and Corporate Secretary of the Company, is hereby individually authorized and directed, on behalf of the Company, to execute and deliver the Agreement and Plan of Merger, each of the ancillary agreements described above, and any and all certificates, instruments, documents, and agreements as may be necessary, appropriate, or desirable to consummate the transactions contemplated by the Merger Agreement and the ancillary agreements, with such changes, modifications, amendments, or supplements thereto as the officer executing the same shall approve, such execution being conclusive evidence of such approval; and
RESOLVED FURTHER, that, for the avoidance of doubt, the authorization of Dr. Marcus Hale to execute documents in his officer capacity pursuant to this resolution does not constitute, and shall not be deemed to constitute, participation by Dr. Hale in the Board's deliberation or vote on the merits of the transaction, and is made solely in recognition of his role as the Company's principal executive officer and the practical necessity of his signature on certain transaction documents.
Resolution 8: Financing Authorization
RESOLVED, that the officers of the Company, including Priya Anand (Chief Financial Officer) and Lawrence Whittaker (General Counsel and Corporate Secretary), are hereby authorized and directed to draw upon the Company's existing revolving credit facility with Greystone National Bank, N.A. (as administrative agent) in an amount of approximately Two Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($293,750,000), together with utilizing approximately Four Hundred Million Dollars ($400,000,000) of cash and cash equivalents on the Company's balance sheet, to fund the cash component of the merger consideration of Six Hundred Ninety-Three Million Seven Hundred Fifty Thousand Dollars ($693,750,000), and to execute, deliver, and perform any and all draw requests, borrowing notices, certificates, compliance certificates, officer's certificates, and other documents or instruments required under the Credit Facility in connection therewith, in each case in such form and substance as such officer shall determine to be necessary, appropriate, or advisable.
Resolution 9: HSR Act Filing
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all notifications, filings, and submissions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, in connection with the Merger, and to take all actions that may be necessary or advisable to obtain any required antitrust clearances, including, without limitation, responding to requests for additional information, participating in meetings and discussions with the reviewing agencies, and providing any supplemental information as may be requested, in each case consistent with the Company's obligations under the Merger Agreement.
Resolution 10: D&O Insurance Confirmation
RESOLVED, that the officers of the Company are hereby directed to confirm coverage under the Company's existing directors' and officers' liability insurance policy maintained with Northpoint Specialty Insurance Company (Policy No. NSI-DO-2023-88412), providing for a $50,000,000 Side A/B/C tower, with respect to the actions of the directors and officers of the Company in connection with the evaluation, negotiation, approval, and consummation of the transactions contemplated by the Merger Agreement, and to obtain any tail, run-off, or supplemental coverage as such officers may deem advisable or as may be required pursuant to the terms of the Merger Agreement, on such terms and at such cost as the officers shall determine to be reasonable and in the best interests of the Company.
Resolution 11: Ratification of Special Committee Process
RESOLVED, that the Board of Directors hereby ratifies and confirms, in all respects, all actions heretofore taken by the Special Committee (consisting of Diane Prescott, Chair; James Okafor; and Dr. Helen Ng) in connection with the Special Committee's evaluation of the proposed transaction, including, without limitation:
(a) the engagement of Calderwood & Harkness LLP as independent legal counsel to the Special Committee;
(b) the engagement of Thorngate Partners LLC as independent financial advisor to the Special Committee;
(c) the conduct of comprehensive legal and financial due diligence on Caliston;
(d) the direction to Thorngate Partners LLC to conduct a market check for alternative acquisition targets, and the completion thereof;
(e) the negotiation of the Merger Agreement and ancillary agreements with Caliston and its advisors;
(f) the solicitation and receipt of the Fairness Opinion from Thorngate Partners LLC;
(g) the implementation and maintenance of the Information Barrier Policy and all related procedural safeguards; and
(h) the delivery of the Special Committee's unanimous recommendation to the Board of Directors, dated November 20, 2023, that the Board approve the Merger Agreement and the transactions contemplated thereby.
Resolution 12: Delaware Law Compliance
RESOLVED, that the Board of Directors hereby finds and determines that the procedures followed in connection with the evaluation, negotiation, and approval of the Merger satisfy the requirements of Section 144 of the Delaware General Corporation Law, in that:
(a) the material facts as to Dr. Marcus Hale's relationship to and financial interest in Caliston, and as to Angela Whitmore's familial relationship to Dr. Evan Whitmore, a senior officer and director of Caliston, were fully disclosed to the Board of Directors;
(b) the transaction was approved by a good faith vote of a sufficient number of disinterested directors, none of whom had any personal interest in or relationship with any party to the transaction (other than as directors and/or officers of the Company), with all interested directors having been recused from all deliberations and voting; and
(c) the transaction is entirely fair to the Company, having been evaluated and negotiated through a process that included the formation and empowerment of an independent Special Committee, the retention of independent legal counsel and an independent financial advisor, the conduct of comprehensive due diligence and a market check, and the receipt of a fairness opinion supporting the financial fairness of the merger consideration to the Company.
Resolution 13: General Authorization
RESOLVED, that each of the officers of the Company is hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all agreements, documents, certificates, instruments, and filings, and to take any and all actions, as such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions, including, without limitation, the payment of all fees, costs, and expenses incurred in connection with the transactions contemplated hereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that the same is necessary, appropriate, or advisable.
Resolution 14: Omnibus Authorization
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the matters addressed by, and the transactions contemplated by, the foregoing resolutions, including, without limitation, actions taken in connection with the formation of the Special Committee, the engagement of advisors, the conduct of due diligence, the negotiation of the Merger Agreement and ancillary agreements, the preparation of SEC filings, and all communications with regulatory authorities, are hereby ratified, confirmed, and approved in all respects as actions taken by the Company.
RECUSAL NOTATION
It is hereby formally noted for the record that Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk were not present during, and did not participate in, the deliberation or vote on any of the foregoing resolutions. The recusal of Dr. Hale, Ms. Whitmore, and Mr. Tusk was effected in accordance with, and pursuant to, the independence protocol and Information Barrier Policy established by the Board of Directors on June 2, 2023, and, in the case of Dr. Hale, the Voting and Recusal Agreement executed by Dr. Hale on June 2, 2023. At no point during the special meeting of November 22, 2023 were Dr. Hale, Ms. Whitmore, or Mr. Tusk present in the meeting room, connected to the teleconference, or otherwise privy to the substance of the Board's deliberations or the materials considered by the Board in connection with the foregoing resolutions.
VOTE RECORD
The foregoing resolutions were adopted by the unanimous affirmative vote of all non-recused directors present at the special meeting, as follows:
The six (6) non-recused directors voting unanimously in favor constituted a quorum of the Board of Directors of Penterra Pharmaceuticals Corp. and the affirmative vote of a majority of the disinterested directors present at the meeting.
SECRETARY'S ATTESTATION
I, Lawrence Whittaker, General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp., hereby certify and attest that the foregoing is a true, correct, and complete copy of the resolutions duly adopted at a special meeting of the Board of Directors of Penterra Pharmaceuticals Corp. held on November 22, 2023, at which a quorum was present and acting throughout, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
I further certify that the special meeting was duly called and convened in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law, that all directors received proper notice of the meeting, and that the proceedings were conducted in accordance with applicable law and the Company's governance documents.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company on this 22nd day of November, 2023.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Lawrence Whittaker
Title: General Counsel and Corporate Secretary
Date: November 22, 2023
[CORPORATE SEAL]
EXHIBIT REFERENCES
The following documents are attached hereto or incorporated herein by reference, each in the form presented to and reviewed by the Board of Directors at the special meeting of November 22, 2023:
Exhibit A: Agreement and Plan of Merger by and between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc. (Calderwood & Harkness LLP Draft v.7.3, execution version), together with all exhibits, schedules, and disclosure schedules thereto.
Exhibit B: Special Committee Recommendation — Minutes of the Special Committee Meeting of November 20, 2023, including the text of the Special Committee's unanimous resolution recommending Board approval of the Merger Agreement and the transactions contemplated thereby.
Exhibit C: Fairness Opinion of Thorngate Partners LLC, dated November 15, 2023, including all appendices and supporting materials delivered to the Special Committee in connection therewith.
Exhibit D: Process Memorandum — Summary of Special Committee Activities, dated November 22, 2023, prepared by Calderwood & Harkness LLP, summarizing the timeline, activities, meetings, and procedures of the Special Committee from its formation on June 2, 2023 through November 22, 2023.
Exhibit E: Ancillary Agreements (forms as presented to the Board), including:
(i) Contingent Value Rights Agreement (ii) Stockholder Support Agreement (iii) Voting and Recusal Agreement (iv) Escrow Agreement (v) Stockholder Representative Agreement (vi) Non-Competition and Non-Solicitation Agreement (vii) Form of Written Consent of Caliston Stockholders
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Director | Status | Vote
Diane Prescott | Independent Director; Chair, Special Committee | In Favor
James Okafor | Independent Director; Member, Special Committee | In Favor
Dr. Helen Ng | Independent Director; Member, Special Committee | In Favor
Robert Castellano | Independent Director; Chair, Audit Committee | In Favor
Margaret Liu | Independent Director; Chair, Compensation Committee | In Favor
Dr. Samuel Everett | Independent Director; Chair, Nominating & Governance Committee | In Favor
Dr. Marcus Hale | Chairman & CEO | Recused — Did Not Vote
Angela Whitmore | Director; EVP, Commercial Operations | Recused — Did Not Vote
Raymond Tusk | Director | Recused — Did Not Vote

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT ATTORNEY-CLIENT PRIVILEGE

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

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RESOLUTIONS

RECUSAL NOTATION

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SECRETARY'S ATTESTATION

PENTERRA PHARMACEUTICALS CORP.

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