[sheet: Secretary's Certificate]

Section	Content
Header	SECRETARY'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.
Date	November 27, 2023
Certifying Officer	Lawrence Whittaker, General Counsel and Corporate Secretary
Entity	Penterra Pharmaceuticals Corp., a Delaware corporation (NYSE: PPHR)
EIN	22-3847195
CIK	0001587342
Principal Address	400 Innovation Drive, Suite 1200, Princeton, NJ 08540
Registered Agent (DE)	National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
Recital 1	I, Lawrence Whittaker, am the duly appointed General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp. (the 'Company'), a corporation duly incorporated and existing under the laws of the State of Delaware.
Recital 2	This certificate is delivered pursuant to Section 7.2(d) of the Agreement and Plan of Merger, dated as of November 27, 2023 (the 'Merger Agreement'), by and between the Company and Caliston BioSciences, Inc., a Delaware corporation ('Caliston').
Certification 1 — Good Standing	The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the State of New Jersey.
Certification 2 — Board Authorization	The Board of Directors of the Company, at a meeting duly called and held on November 22, 2023, at which a quorum was present and acting throughout, adopted resolutions (the 'Board Resolutions') approving the Merger Agreement and the transactions contemplated thereby, including the merger of Caliston with and into the Company, the issuance of shares of Company common stock as merger consideration, and the execution and delivery of all ancillary agreements. Dr. Marcus Hale (Chairman & CEO), Angela Whitmore (Director; EVP, Commercial Operations), and Raymond Tusk (Director) recused themselves from all deliberations and abstained from voting. The Board Resolutions were adopted by the affirmative vote of all non-recused directors and have not been amended, modified, or rescinded and remain in full force and effect.
Certification 3 — Special Committee Recommendation	The Special Committee of the Board of Directors, consisting of Diane Prescott (Chair), James Okafor, and Dr. Helen Ng, each an independent director, unanimously recommended the Merger Agreement and the transactions contemplated thereby to the full Board on November 20, 2023. Calderwood & Harkness LLP served as independent counsel and Thorngate Partners LLC served as independent financial advisor to the Special Committee.
Certification 4 — Fairness Opinion	Thorngate Partners LLC delivered a fairness opinion to the Special Committee on November 15, 2023, concluding that the $925,000,000 aggregate equity consideration (excluding CVRs) is fair, from a financial point of view, to the Company.
Certification 5 — DGCL Compliance	The Merger Agreement and the transactions contemplated thereby have been duly authorized in accordance with Sections 141(a), 144, and 251 of the Delaware General Corporation Law.
Certification 6 — Incumbency	The following persons are the duly elected or appointed officers of the Company, hold the offices set forth opposite their names, and the signatures set forth opposite their names are their genuine signatures. (See Incumbency Table below.)
Certification 7 — No Conflict	To my knowledge, the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby do not violate or conflict with the Certificate of Incorporation or Bylaws of the Company, as currently in effect.
Certification 8 — Merger Agreement Version	The Merger Agreement executed on November 27, 2023 is the execution version designated internally as C&H Draft v.7.3, and constitutes the final, complete agreement of the parties.
Certification 9 — C&H Matter Number	This transaction has been conducted under Calderwood & Harkness LLP Matter Number 1025-00006 (Project Coriander).
Closing	IN WITNESS WHEREOF, I have executed this Certificate as of November 27, 2023.
Signature block	Lawrence Whittaker, General Counsel and Corporate Secretary, Penterra Pharmaceuticals Corp.

[sheet: Incumbency Table]

Name	Title / Role	Independent Director (Y/N)	Recused from Merger Vote (Y/N)	Signature Attested (Y/N)
Dr. Marcus Hale	Chairman & Chief Executive Officer	N	Y	Y
Priya Anand	Chief Financial Officer	N/A (officer)	N	Y
Lawrence Whittaker	General Counsel & Corporate Secretary	N/A (officer)	N	Y
Diane Prescott	Independent Director; Special Committee Chair	Y	N	Y
James Okafor	Independent Director; Special Committee Member	Y	N	Y
Dr. Helen Ng	Independent Director; Special Committee Member	Y	N	Y
Angela Whitmore	Director; EVP, Commercial Operations	N	Y	Y
Raymond Tusk	Director	N	Y	Y

[sheet: Master Closing Checklist]

Item No.	Category	Document Description	Parties / Signatories	Responsible Party / Drafter	Execution Status	Date Delivered	Notes
1	Merger Agreement	Agreement and Plan of Merger (Execution Version — C&H Draft v.7.3)	Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc.	Calderwood & Harkness LLP (C&H Matter No. 1025-00006)	Executed	November 27, 2023	Aggregate equity value: $925,000,000; 75% cash ($693,750,000) / 25% stock ($231,250,000 based on 30-day VWAP of $39.17/share; 5,903,497 shares); governed by Delaware law
2	CVR Agreement	Contingent Value Rights Agreement	Penterra Pharmaceuticals Corp. and Columnar Trust Services, Inc. (as CVR Trustee), for the benefit of former Caliston stockholders	Calderwood & Harkness LLP	Executed	November 27, 2023	$125,000,000 payable upon FDA approval of CLT-4019 (IND 158429) on or before December 31, 2026; maximum aggregate transaction value: $1,050,000,000
3	Escrow Agreement	Escrow Agreement	Penterra Pharmaceuticals Corp., Ridgeline Ventures, LP (as Stockholder Representative), and Greystone National Bank, N.A. (as Escrow Agent)	Calderwood & Harkness LLP	Executed	November 27, 2023	$46,250,000 escrow (5% of equity value); 18-month survival for indemnification claims
4	Stockholder Support Agreement	Stockholder Support Agreement — Dr. Marcus Hale	Dr. Marcus Hale	Calderwood & Harkness LLP	Executed	November 27, 2023	Commits 2,140,000 Penterra shares (~1.8% of outstanding) to vote in favor of share issuance; includes irrevocable proxy and transfer restrictions
5	Stockholder Support Agreement	Stockholder Support Agreement — Ridgeline Ventures, LP	Ridgeline Ventures, LP (Ava Lindström, Managing Partner)	Calderwood & Harkness LLP / Whitfield Graves LLP	Executed	November 27, 2023	Commits 22.3% Caliston equity to written consent approving merger
6	Stockholder Support Agreement	Stockholder Support Agreement — Meridian Life Sciences Fund III, LP	Meridian Life Sciences Fund III, LP (Tomás Reyes, Managing Partner)	Calderwood & Harkness LLP / Whitfield Graves LLP	Executed	November 27, 2023	Commits 18.7% Caliston equity to written consent approving merger
7	Voting / Recusal Agreement	Voting and Recusal Agreement — Dr. Marcus Hale	Dr. Marcus Hale, Special Committee of Penterra, Penterra Pharmaceuticals Corp.	Calderwood & Harkness LLP	Executed	June 2, 2023 (original); reaffirmed November 27, 2023	Recusal from board deliberations; abstention from board vote; acknowledges 28.5% Caliston equity interest and board observer status; confidentiality and non-interference obligations
8	Non-Competition Agreement	Non-Competition and Non-Solicitation Agreement — Dr. Nadia Sorensen	Penterra Pharmaceuticals Corp. and Dr. Nadia Sorensen (CEO, Caliston)	Calderwood & Harkness LLP	Executed	November 27, 2023	2-year non-compete; 2-year non-solicit of Caliston employees; effective upon closing; governed by Delaware law
9	Stockholder Representative Agreement	Stockholder Representative Agreement	Ridgeline Ventures, LP (Ava Lindström, Managing Partner), former Caliston stockholders	Calderwood & Harkness LLP / Whitfield Graves LLP	Executed	November 27, 2023	Designates Ridgeline as stockholder representative post-closing for indemnification claims, escrow disbursements, CVR administration, and post-closing adjustments
10	Written Consent	Form of Written Consent of Caliston BioSciences, Inc. Stockholders	Caliston stockholders holding majority of outstanding shares	Calderwood & Harkness LLP / Whitfield Graves LLP	Executed	December 1, 2023	Executed by holders of 69.5% of outstanding Caliston shares
11	Board Resolutions — Penterra	Board Resolutions — Approval of Merger Agreement	Board of Directors of Penterra Pharmaceuticals Corp. (non-recused directors)	Calderwood & Harkness LLP	Executed	November 22, 2023	Adopted by non-recused directors; Dr. Hale, Angela Whitmore, and Raymond Tusk recused; incorporates Special Committee unanimous recommendation of November 20, 2023
12	Board Resolution — Special Committee	Board Resolution Establishing the Special Committee	Six independent directors of Penterra (unanimous)	Calderwood & Harkness LLP	Executed	June 2, 2023	Established Special Committee: Diane Prescott (Chair), James Okafor, Dr. Helen Ng; references DGCL §§141(a), 144
13	Special Committee Charter	Special Committee Charter	Special Committee of Penterra Pharmaceuticals Corp.	Calderwood & Harkness LLP	Executed	June 2, 2023	Defines scope, decision-making (majority vote), quorum, advisor engagement rights, duration
14	Secretary's Certificate	Secretary's Certificate — Penterra Pharmaceuticals Corp.	Lawrence Whittaker, General Counsel & Corporate Secretary	Daniel Obi (Calderwood & Harkness LLP)	Executed	November 27, 2023	Attests to board authorization, incumbency of officers, good standing; references Board Resolutions of November 22, 2023
15	Officer's Certificate — Penterra	Officer's Certificate of Penterra Pharmaceuticals Corp.	Priya Anand, CFO	Calderwood & Harkness LLP	Executed	November 27, 2023	Certifies accuracy of representations and warranties, compliance with covenants, satisfaction of closing conditions
16	Officer's Certificate — Caliston	Officer's Certificate of Caliston BioSciences, Inc.	Dr. Nadia Sorensen, CEO	Whitfield Graves LLP	Executed	November 27, 2023	Certifies accuracy of Caliston representations and warranties, compliance with covenants
17	Good Standing Certificate — Penterra (DE)	Certificate of Good Standing — Penterra Pharmaceuticals Corp. (Delaware)	Delaware Secretary of State	Lawrence Whittaker / Calderwood & Harkness LLP	Received	November 2023	Delaware corporation; incorporated under DGCL
18	Good Standing Certificate — Caliston (DE)	Certificate of Good Standing — Caliston BioSciences, Inc. (Delaware)	Delaware Secretary of State	Kenneth Pratt (Whitfield Graves LLP)	Received	November 2023	Delaware corporation; registered agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808
19	Legal Opinion — C&H	Legal Opinion of Calderwood & Harkness LLP (Independent Counsel to Special Committee)	Calderwood & Harkness LLP (Renata Vasquez, Responsible Partner)	Calderwood & Harkness LLP	Delivered	November 27, 2023	Opines on due authorization, enforceability, no conflicts; 1700 Market Street, Suite 3400, Philadelphia, PA 19103
20	Legal Opinion — ABC	Legal Opinion of Alcott, Barringer & Cole LLP (Regular Outside Counsel to Penterra)	Alcott, Barringer & Cole LLP (Victoria Shen)	Alcott, Barringer & Cole LLP	Delivered	November 27, 2023	1221 Avenue of the Americas, 40th Floor, New York, NY 10020
21	Legal Opinion — WG	Legal Opinion of Whitfield Graves LLP (Counsel to Caliston)	Whitfield Graves LLP (Kenneth Pratt)	Whitfield Graves LLP	Delivered	November 27, 2023	One Federal Street, Suite 2600, Boston, MA 02110
22	Fairness Opinion	Fairness Opinion of Thorngate Partners LLC	Thorngate Partners LLC (Gregory Ashford, Managing Director)	Thorngate Partners LLC	Delivered	November 15, 2023	$925M consideration (excluding CVRs) is fair, from a financial point of view, to Penterra; engagement reference: 1018-00003; 590 Madison Avenue, 22nd Floor, New York, NY 10022
23	Engagement Letter — C&H	Engagement Letter — Calderwood & Harkness LLP	Calderwood & Harkness LLP and Special Committee	Calderwood & Harkness LLP	Executed	June 2, 2023	Partner rate: $1,025/hr; associate rate: $625/hr; $75,000 evergreen retainer; no fee cap; C&H Matter No. 1025-00006; team: Renata Vasquez, Bernard Crawford, Sophie Tremblay, Daniel Obi
24	Engagement Letter — Thorngate	Engagement Letter — Thorngate Partners LLC	Thorngate Partners LLC and Special Committee	Thorngate Partners LLC	Executed	June 16, 2023	$2,500,000 advisory fee (50% on fairness opinion, 50% on closing/termination); $500,000 non-refundable retainer credited against fee

25	SEC Filing	Form 8-K — Public Announcement of Merger Agreement	Penterra Pharmaceuticals Corp.	Calderwood & Harkness LLP / Alcott, Barringer & Cole LLP	Filed	November 27, 2023	Filed with SEC; Penterra CIK: 0001587342; NYSE ticker: PPHR
26	Independence Protocol	Independence Protocol & Information Barrier Policy (Project Coriander)	Special Committee; Calderwood & Harkness LLP	Calderwood & Harkness LLP	Executed	June 2, 2023	Excludes Dr. Hale, Angela Whitmore, Raymond Tusk from all Special Committee deliberations and materials; segregated document workspace
27	Conflicts Clearance	Conflicts Clearance Memorandum — Calderwood & Harkness LLP (Internal)	Renata Vasquez; Bernard Crawford	Calderwood & Harkness LLP	Completed	June 1, 2023	Confirmed no conflicts with Caliston, its stockholders, or advisors
28	Director Independence Questionnaires	Director Independence Questionnaire Summary Memorandum (Prescott, Okafor, Ng)	Sophie Tremblay; Daniel Obi	Calderwood & Harkness LLP	Completed	June 5, 2023	All three directors confirmed independent under NYSE listing standards and Delaware law
29	Special Committee Minutes (Set)	Minutes of Special Committee Meetings (11 meetings: June 2 – November 20, 2023)	Special Committee; Calderwood & Harkness LLP	Daniel Obi (Calderwood & Harkness LLP)	Final	November 22, 2023 (compilation)	Key meetings: June 2 (organizational), Aug 3 (preliminary valuation), Sept 14 (market check), Nov 15 (fairness opinion), Nov 20 (recommendation)
30	Process Memorandum	Process Memorandum — Summary of Special Committee Activities	Renata Vasquez; Sophie Tremblay; Daniel Obi	Calderwood & Harkness LLP	Final	November 22, 2023	Comprehensive narrative of all 11 meetings, advisor interactions, market check, negotiation sessions, and deliberations; supports entire fairness record
31	D&O Insurance Confirmation	Confirmation of D&O Insurance Coverage	Northpoint Specialty Insurance Company	Lawrence Whittaker	Confirmed	November 2023	Policy No. NSI-DO-2023-88412; $50,000,000 tower; Side A/B/C coverage; domiciled in Connecticut
32	HSR Filing Confirmation	Hart-Scott-Rodino Act Pre-Merger Notification Filing	Penterra Pharmaceuticals Corp. / Caliston BioSciences, Inc.	Calderwood & Harkness LLP / Whitfield Graves LLP	Filed	November 2023	Filing required; low substantive antitrust risk per C&H analysis (August 10, 2023)
33	Transfer Agent Notification	Notice to Transfer Agent — Columnar Trust Services, Inc.	Penterra Pharmaceuticals Corp.	Lawrence Whittaker	Delivered	November 27, 2023	Notification of anticipated share issuance of 5,903,497 shares of PPHR common stock; Columnar Trust Services, Inc., 6201 15th Avenue, Brooklyn, NY 11219
34	Revolving Credit Facility — Draw Notice	Borrowing Notice under Revolving Credit Facility	Penterra Pharmaceuticals Corp. to Greystone National Bank, N.A. (as Administrative Agent)	Alcott, Barringer & Cole LLP / Priya Anand	Prepared	To be delivered at closing	$293,750,000 draw; facility: $1,500,000,000 total commitment; undrawn: $1,100,000,000 as of June 1, 2023; SOFR + 150 bps; maturity March 2026; Greystone address: 383 Madison Avenue, New York, NY 10179
35	Proxy Solicitor Engagement	Engagement of Hargrove Proxy Advisors, Inc. (if stockholder vote required)	Penterra Pharmaceuticals Corp. and Hargrove Proxy Advisors, Inc.	Lawrence Whittaker	Pending	TBD	Penterra stockholder approval required under NYSE rules for issuance of >1% of outstanding shares; Hargrove address: 17 Ashbury Asset Advisors, Suite 1100, New York, NY 10004
36	Caliston Stockholder Consent — Confirmation	Confirmation of Receipt of Caliston Written Consent	Caliston BioSciences, Inc.	Whitfield Graves LLP (Kenneth Pratt)	Received	December 1, 2023	Holders of 69.5% of outstanding Caliston shares executed written consent; majority required

[sheet: Transaction Summary]

Item	Detail
Transaction	One-step merger of Caliston BioSciences, Inc. with and into Penterra Pharmaceuticals Corp.
Acquiror	Penterra Pharmaceuticals Corp. (NYSE: PPHR)
Acquiror EIN	22-3847195
Acquiror CIK	0001587342
Target	Caliston BioSciences, Inc.
Target EIN	84-4219063
Aggregate Equity Value	$925,000,000
Cash Component (75%)	$693,750,000
Stock Component (25%)	$231,250,000
30-Day VWAP (June 1, 2023)	$39.17 per share
Implied Share Issuance	5,903,497 shares of PPHR common stock
Contingent Value Rights (CVR)	$125,000,000 (contingent on FDA approval of CLT-4019 by 12/31/2026)
Maximum Aggregate Transaction Value	$1,050,000,000
Reverse Termination Fee (Penterra)	$32,375,000 (3.5% × $925M)
Company Termination Fee (Caliston)	$27,750,000 (3.0% × $925M)
Escrow Amount	$46,250,000 (5% of equity value); 18-month survival
Escrow Agent	Greystone National Bank, N.A.
CVR Trustee	Columnar Trust Services, Inc.
Stockholder Representative	Ridgeline Ventures, LP (Ava Lindström)
Governing Law	State of Delaware (DGCL §§141(a), 144, 251)
Cash on Hand Funding	$400,000,000
Revolver Draw Funding	$293,750,000
Revolving Credit Facility	$1,500,000,000 (Greystone National Bank, N.A., Admin Agent); SOFR + 150 bps; maturity March 2026
Premium to Series C (Oct 2021)	36.03% (($925M − $680M) ÷ $680M)

Dr. Hale — Caliston Stake	28.5% (personal investment: $42,000,000)
Dr. Hale — Implied Proceeds	$263,625,000
Dr. Hale — Implied Gain	$221,625,000
Penterra FY2022 Revenue	$1,836,000,000
Penterra FY2022 EBITDA	$412,000,000
Penterra Market Cap (6/1/2023)	~$4,720,000,000
Penterra Shares Outstanding	~121,400,000
Caliston Employees	94
D&O Insurance	Northpoint Specialty Insurance Co.; Policy NSI-DO-2023-88412; $50M tower
Project Code Name	Project Coriander
Merger Agreement Version	C&H Draft v.7.3 (execution version)
C&H Matter Number	1025-00006
Thorngate Engagement Reference	1018-00003
Merger Agreement Execution Date	November 27, 2023
Caliston Written Consent Date	December 1, 2023
Engagement Close Date	December 11, 2023

[sheet: Key Dates]

Date	Event	Key Parties / Documents
February 14, 2023	Dr. Hale discloses Caliston interest to Penterra board; proposes acquisition	Dr. Marcus Hale; Penterra Board
March 8, 2023	Board discusses potential conflicts; resolves to consider special committee formation	Penterra Board
April 12, 2023	Board retains Alcott, Barringer & Cole LLP for governance advice	Alcott, Barringer & Cole LLP (Victoria Shen)
May 15, 2023	Board approves formation of Special Committee (effective upon engagement of independent counsel)	Penterra Board
June 1, 2023	Calderwood & Harkness LLP completes conflicts clearance	C&H (Renata Vasquez, Bernard Crawford)
June 2, 2023	Special Committee formally constituted; Calderwood & Harkness LLP engaged; Voting & Recusal Agreement executed by Dr. Hale; Independence Protocol and Information Barrier adopted; Special Committee Charter effective	Diane Prescott (Chair), James Okafor, Dr. Helen Ng; C&H; Dr. Hale
June 5, 2023	Director Independence Questionnaires completed and summary memorandum prepared	Sophie Tremblay, Daniel Obi
June 9, 2023	Due Diligence Request List transmitted to Whitfield Graves LLP	C&H (Sophie Tremblay) to WG (Kenneth Pratt)
June 16, 2023	Thorngate Partners LLC engaged as independent financial advisor	Thorngate Partners (Gregory Ashford)
June 20, 2023	Related-Party Relationships Summary Memorandum prepared; Letter to Thorngate on fairness opinion scope	Daniel Obi; Renata Vasquez
June 28, 2023	Initial due diligence materials received from Caliston	Whitfield Graves LLP; C&H
July 14, 2023	Legal Due Diligence Report on Caliston completed	Calderwood & Harkness LLP
July 19, 2023	Caliston management presentation (Dr. Sorensen and Dr. Malhotra)	Special Committee; Dr. Nadia Sorensen; Dr. Raj Malhotra
July 21, 2023	IP Diligence Memorandum completed	Calderwood & Harkness LLP
July 25, 2023	Regulatory Diligence Memorandum completed	Sophie Tremblay; Daniel Obi
August 3, 2023	Thorngate delivers preliminary valuation analyses to Special Committee	Thorngate Partners (Gregory Ashford); Special Committee
August 10, 2023	Antitrust / HSR Act Analysis Memorandum completed	Calderwood & Harkness LLP
August 15, 2023	Tax Structure Memorandum completed	Sophie Tremblay
August 22, 2023	Special Committee directs Thorngate to explore alternative acquisition targets (market check)	Special Committee; Thorngate Partners
September 14, 2023	Market check completed; no superior alternatives identified	Thorngate Partners; Special Committee
September 25, 2023	Negotiation Strategy Memorandum prepared (privileged)	Calderwood & Harkness LLP
September 29, 2023	Negotiation sessions with Caliston commence	C&H; Whitfield Graves LLP; Fendowell Sinclair & Co.
October 18, 2023	Agreement in principle on $925M equity value + $125M CVR; Term Sheet circulated	C&H; WG
November 1, 2023	Draft merger agreement (v.5) circulated to Whitfield Graves LLP	Calderwood & Harkness LLP

November 15, 2023	Thorngate delivers fairness opinion; Special Committee deliberates	Thorngate Partners; Special Committee; C&H
November 17, 2023	C&H Memorandum on Fairness Opinion legal sufficiency completed	Renata Vasquez
November 20, 2023	Special Committee unanimously recommends transaction to full Penterra board	Diane Prescott, James Okafor, Dr. Helen Ng
November 22, 2023	Penterra Board (excluding recused members) approves merger agreement; Process Memorandum finalized	Penterra Board; C&H
November 27, 2023	Merger Agreement executed; ancillary documents executed; Form 8-K filed with SEC; Secretary's Certificate delivered	All parties
December 1, 2023	Caliston stockholder written consent obtained (69.5% of outstanding shares)	Caliston stockholders; WG
December 11, 2023	Engagement formally closed (post-signing deliverables completed)	Calderwood & Harkness LLP; Special Committee

[sheet: Secretary's Certificate]
Section | Content
Header | SECRETARY'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.
Date | November 27, 2023
Certifying Officer | Lawrence Whittaker, General Counsel and Corporate Secretary
Entity | Penterra Pharmaceuticals Corp., a Delaware corporation (NYSE: PPHR)
EIN | 22-3847195
CIK | 0001587342
Principal Address | 400 Innovation Drive, Suite 1200, Princeton, NJ 08540
Registered Agent (DE) | National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
Recital 1 | I, Lawrence Whittaker, am the duly appointed General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp. (the 'Company'), a corporation duly incorporated and existing under the laws of the State of Delaware.
Recital 2 | This certificate is delivered pursuant to Section 7.2(d) of the Agreement and Plan of Merger, dated as of November 27, 2023 (the 'Merger Agreement'), by and between the Company and Caliston BioSciences, Inc., a Delaware corporation ('Caliston').
Certification 1 — Good Standing | The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the State of New Jersey.
Certification 2 — Board Authorization | The Board of Directors of the Company, at a meeting duly called and held on November 22, 2023, at which a quorum was present and acting throughout, adopted resolutions (the 'Board Resolutions') approving the Merger Agreement and the transactions contemplated thereby, including the merger of Caliston with and into the Company, the issuance of shares of Company common stock as merger consideration, and the execution and delivery of all ancillary agreements. Dr. Marcus Hale (Chairman & CEO), Angela Whitmore (Director; EVP, Commercial Operations), and Raymond Tusk (Director) recused themselves from all deliberations and abstained from voting. The Board Resolutions were adopted by the affirmative vote of all non-recused directors and have not been amended, modified, or rescinded and remain in full force and effect.
Certification 3 — Special Committee Recommendation | The Special Committee of the Board of Directors, consisting of Diane Prescott (Chair), James Okafor, and Dr. Helen Ng, each an independent director, unanimously recommended the Merger Agreement and the transactions contemplated thereby to the full Board on November 20, 2023. Calderwood & Harkness LLP served as independent counsel and Thorngate Partners LLC served as independent financial advisor to the Special Committee.
Certification 4 — Fairness Opinion | Thorngate Partners LLC delivered a fairness opinion to the Special Committee on November 15, 2023, concluding that the $925,000,000 aggregate equity consideration (excluding CVRs) is fair, from a financial point of view, to the Company.
Certification 5 — DGCL Compliance | The Merger Agreement and the transactions contemplated thereby have been duly authorized in accordance with Sections 141(a), 144, and 251 of the Delaware General Corporation Law.
Certification 6 — Incumbency | The following persons are the duly elected or appointed officers of the Company, hold the offices set forth opposite their names, and the signatures set forth opposite their names are their genuine signatures. (See Incumbency Table below.)
Certification 7 — No Conflict | To my knowledge, the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby do not violate or conflict with the Certificate of Incorporation or Bylaws of the Company, as currently in effect.
Certification 8 — Merger Agreement Version | The Merger Agreement executed on November 27, 2023 is the execution version designated internally as C&H Draft v.7.3, and constitutes the final, complete agreement of the parties.
Certification 9 — C&H Matter Number | This transaction has been conducted under Calderwood & Harkness LLP Matter Number 1025-00006 (Project Coriander).
Closing | IN WITNESS WHEREOF, I have executed this Certificate as of November 27, 2023.
Signature block | Lawrence Whittaker, General Counsel and Corporate Secretary, Penterra Pharmaceuticals Corp.
[sheet: Incumbency Table]
Name | Title / Role | Independent Director (Y/N) | Recused from Merger Vote (Y/N) | Signature Attested (Y/N)
Dr. Marcus Hale | Chairman & Chief Executive Officer | N | Y | Y
Priya Anand | Chief Financial Officer | N/A (officer) | N | Y
Lawrence Whittaker | General Counsel & Corporate Secretary | N/A (officer) | N | Y
Diane Prescott | Independent Director; Special Committee Chair | Y | N | Y
James Okafor | Independent Director; Special Committee Member | Y | N | Y
Dr. Helen Ng | Independent Director; Special Committee Member | Y | N | Y
Angela Whitmore | Director; EVP, Commercial Operations | N | Y | Y
Raymond Tusk | Director | N | Y | Y
[sheet: Master Closing Checklist]
Item No. | Category | Document Description | Parties / Signatories | Responsible Party / Drafter | Execution Status | Date Delivered | Notes
1 | Merger Agreement | Agreement and Plan of Merger (Execution Version — C&H Draft v.7.3) | Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc. | Calderwood & Harkness LLP (C&H Matter No. 1025-00006) | Executed | November 27, 2023 | Aggregate equity value: $925,000,000; 75% cash ($693,750,000) / 25% stock ($231,250,000 based on 30-day VWAP of $39.17/share; 5,903,497 shares); governed by Delaware law
2 | CVR Agreement | Contingent Value Rights Agreement | Penterra Pharmaceuticals Corp. and Columnar Trust Services, Inc. (as CVR Trustee), for the benefit of former Caliston stockholders | Calderwood & Harkness LLP | Executed | November 27, 2023 | $125,000,000 payable upon FDA approval of CLT-4019 (IND 158429) on or before December 31, 2026; maximum aggregate transaction value: $1,050,000,000
3 | Escrow Agreement | Escrow Agreement | Penterra Pharmaceuticals Corp., Ridgeline Ventures, LP (as Stockholder Representative), and Greystone National Bank, N.A. (as Escrow Agent) | Calderwood & Harkness LLP | Executed | November 27, 2023 | $46,250,000 escrow (5% of equity value); 18-month survival for indemnification claims
4 | Stockholder Support Agreement | Stockholder Support Agreement — Dr. Marcus Hale | Dr. Marcus Hale | Calderwood & Harkness LLP | Executed | November 27, 2023 | Commits 2,140,000 Penterra shares (~1.8% of outstanding) to vote in favor of share issuance; includes irrevocable proxy and transfer restrictions
5 | Stockholder Support Agreement | Stockholder Support Agreement — Ridgeline Ventures, LP | Ridgeline Ventures, LP (Ava Lindström, Managing Partner) | Calderwood & Harkness LLP / Whitfield Graves LLP | Executed | November 27, 2023 | Commits 22.3% Caliston equity to written consent approving merger
6 | Stockholder Support Agreement | Stockholder Support Agreement — Meridian Life Sciences Fund III, LP | Meridian Life Sciences Fund III, LP (Tomás Reyes, Managing Partner) | Calderwood & Harkness LLP / Whitfield Graves LLP | Executed | November 27, 2023 | Commits 18.7% Caliston equity to written consent approving merger
7 | Voting / Recusal Agreement | Voting and Recusal Agreement — Dr. Marcus Hale | Dr. Marcus Hale, Special Committee of Penterra, Penterra Pharmaceuticals Corp. | Calderwood & Harkness LLP | Executed | June 2, 2023 (original); reaffirmed November 27, 2023 | Recusal from board deliberations; abstention from board vote; acknowledges 28.5% Caliston equity interest and board observer status; confidentiality and non-interference obligations
8 | Non-Competition Agreement | Non-Competition and Non-Solicitation Agreement — Dr. Nadia Sorensen | Penterra Pharmaceuticals Corp. and Dr. Nadia Sorensen (CEO, Caliston) | Calderwood & Harkness LLP | Executed | November 27, 2023 | 2-year non-compete; 2-year non-solicit of Caliston employees; effective upon closing; governed by Delaware law
9 | Stockholder Representative Agreement | Stockholder Representative Agreement | Ridgeline Ventures, LP (Ava Lindström, Managing Partner), former Caliston stockholders | Calderwood & Harkness LLP / Whitfield Graves LLP | Executed | November 27, 2023 | Designates Ridgeline as stockholder representative post-closing for indemnification claims, escrow disbursements, CVR administration, and post-closing adjustments
10 | Written Consent | Form of Written Consent of Caliston BioSciences, Inc. Stockholders | Caliston stockholders holding majority of outstanding shares | Calderwood & Harkness LLP / Whitfield Graves LLP | Executed | December 1, 2023 | Executed by holders of 69.5% of outstanding Caliston shares
11 | Board Resolutions — Penterra | Board Resolutions — Approval of Merger Agreement | Board of Directors of Penterra Pharmaceuticals Corp. (non-recused directors) | Calderwood & Harkness LLP | Executed | November 22, 2023 | Adopted by non-recused directors; Dr. Hale, Angela Whitmore, and Raymond Tusk recused; incorporates Special Committee unanimous recommendation of November 20, 2023
12 | Board Resolution — Special Committee | Board Resolution Establishing the Special Committee | Six independent directors of Penterra (unanimous) | Calderwood & Harkness LLP | Executed | June 2, 2023 | Established Special Committee: Diane Prescott (Chair), James Okafor, Dr. Helen Ng; references DGCL §§141(a), 144
13 | Special Committee Charter | Special Committee Charter | Special Committee of Penterra Pharmaceuticals Corp. | Calderwood & Harkness LLP | Executed | June 2, 2023 | Defines scope, decision-making (majority vote), quorum, advisor engagement rights, duration
14 | Secretary's Certificate | Secretary's Certificate — Penterra Pharmaceuticals Corp. | Lawrence Whittaker, General Counsel & Corporate Secretary | Daniel Obi (Calderwood & Harkness LLP) | Executed | November 27, 2023 | Attests to board authorization, incumbency of officers, good standing; references Board Resolutions of November 22, 2023
15 | Officer's Certificate — Penterra | Officer's Certificate of Penterra Pharmaceuticals Corp. | Priya Anand, CFO | Calderwood & Harkness LLP | Executed | November 27, 2023 | Certifies accuracy of representations and warranties, compliance with covenants, satisfaction of closing conditions
16 | Officer's Certificate — Caliston | Officer's Certificate of Caliston BioSciences, Inc. | Dr. Nadia Sorensen, CEO | Whitfield Graves LLP | Executed | November 27, 2023 | Certifies accuracy of Caliston representations and warranties, compliance with covenants
17 | Good Standing Certificate — Penterra (DE) | Certificate of Good Standing — Penterra Pharmaceuticals Corp. (Delaware) | Delaware Secretary of State | Lawrence Whittaker / Calderwood & Harkness LLP | Received | November 2023 | Delaware corporation; incorporated under DGCL
18 | Good Standing Certificate — Caliston (DE) | Certificate of Good Standing — Caliston BioSciences, Inc. (Delaware) | Delaware Secretary of State | Kenneth Pratt (Whitfield Graves LLP) | Received | November 2023 | Delaware corporation; registered agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808
19 | Legal Opinion — C&H | Legal Opinion of Calderwood & Harkness LLP (Independent Counsel to Special Committee) | Calderwood & Harkness LLP (Renata Vasquez, Responsible Partner) | Calderwood & Harkness LLP | Delivered | November 27, 2023 | Opines on due authorization, enforceability, no conflicts; 1700 Market Street, Suite 3400, Philadelphia, PA 19103
20 | Legal Opinion — ABC | Legal Opinion of Alcott, Barringer & Cole LLP (Regular Outside Counsel to Penterra) | Alcott, Barringer & Cole LLP (Victoria Shen) | Alcott, Barringer & Cole LLP | Delivered | November 27, 2023 | 1221 Avenue of the Americas, 40th Floor, New York, NY 10020
21 | Legal Opinion — WG | Legal Opinion of Whitfield Graves LLP (Counsel to Caliston) | Whitfield Graves LLP (Kenneth Pratt) | Whitfield Graves LLP | Delivered | November 27, 2023 | One Federal Street, Suite 2600, Boston, MA 02110
22 | Fairness Opinion | Fairness Opinion of Thorngate Partners LLC | Thorngate Partners LLC (Gregory Ashford, Managing Director) | Thorngate Partners LLC | Delivered | November 15, 2023 | $925M consideration (excluding CVRs) is fair, from a financial point of view, to Penterra; engagement reference: 1018-00003; 590 Madison Avenue, 22nd Floor, New York, NY 10022
23 | Engagement Letter — C&H | Engagement Letter — Calderwood & Harkness LLP | Calderwood & Harkness LLP and Special Committee | Calderwood & Harkness LLP | Executed | June 2, 2023 | Partner rate: $1,025/hr; associate rate: $625/hr; $75,000 evergreen retainer; no fee cap; C&H Matter No. 1025-00006; team: Renata Vasquez, Bernard Crawford, Sophie Tremblay, Daniel Obi
24 | Engagement Letter — Thorngate | Engagement Letter — Thorngate Partners LLC | Thorngate Partners LLC and Special Committee | Thorngate Partners LLC | Executed | June 16, 2023 | $2,500,000 advisory fee (50% on fairness opinion, 50% on closing/termination); $500,000 non-refundable retainer credited against fee
25 | SEC Filing | Form 8-K — Public Announcement of Merger Agreement | Penterra Pharmaceuticals Corp. | Calderwood & Harkness LLP / Alcott, Barringer & Cole LLP | Filed | November 27, 2023 | Filed with SEC; Penterra CIK: 0001587342; NYSE ticker: PPHR
26 | Independence Protocol | Independence Protocol & Information Barrier Policy (Project Coriander) | Special Committee; Calderwood & Harkness LLP | Calderwood & Harkness LLP | Executed | June 2, 2023 | Excludes Dr. Hale, Angela Whitmore, Raymond Tusk from all Special Committee deliberations and materials; segregated document workspace
27 | Conflicts Clearance | Conflicts Clearance Memorandum — Calderwood & Harkness LLP (Internal) | Renata Vasquez; Bernard Crawford | Calderwood & Harkness LLP | Completed | June 1, 2023 | Confirmed no conflicts with Caliston, its stockholders, or advisors
28 | Director Independence Questionnaires | Director Independence Questionnaire Summary Memorandum (Prescott, Okafor, Ng) | Sophie Tremblay; Daniel Obi | Calderwood & Harkness LLP | Completed | June 5, 2023 | All three directors confirmed independent under NYSE listing standards and Delaware law
29 | Special Committee Minutes (Set) | Minutes of Special Committee Meetings (11 meetings: June 2 – November 20, 2023) | Special Committee; Calderwood & Harkness LLP | Daniel Obi (Calderwood & Harkness LLP) | Final | November 22, 2023 (compilation) | Key meetings: June 2 (organizational), Aug 3 (preliminary valuation), Sept 14 (market check), Nov 15 (fairness opinion), Nov 20 (recommendation)
30 | Process Memorandum | Process Memorandum — Summary of Special Committee Activities | Renata Vasquez; Sophie Tremblay; Daniel Obi | Calderwood & Harkness LLP | Final | November 22, 2023 | Comprehensive narrative of all 11 meetings, advisor interactions, market check, negotiation sessions, and deliberations; supports entire fairness record
31 | D&O Insurance Confirmation | Confirmation of D&O Insurance Coverage | Northpoint Specialty Insurance Company | Lawrence Whittaker | Confirmed | November 2023 | Policy No. NSI-DO-2023-88412; $50,000,000 tower; Side A/B/C coverage; domiciled in Connecticut
32 | HSR Filing Confirmation | Hart-Scott-Rodino Act Pre-Merger Notification Filing | Penterra Pharmaceuticals Corp. / Caliston BioSciences, Inc. | Calderwood & Harkness LLP / Whitfield Graves LLP | Filed | November 2023 | Filing required; low substantive antitrust risk per C&H analysis (August 10, 2023)
33 | Transfer Agent Notification | Notice to Transfer Agent — Columnar Trust Services, Inc. | Penterra Pharmaceuticals Corp. | Lawrence Whittaker | Delivered | November 27, 2023 | Notification of anticipated share issuance of 5,903,497 shares of PPHR common stock; Columnar Trust Services, Inc., 6201 15th Avenue, Brooklyn, NY 11219
34 | Revolving Credit Facility — Draw Notice | Borrowing Notice under Revolving Credit Facility | Penterra Pharmaceuticals Corp. to Greystone National Bank, N.A. (as Administrative Agent) | Alcott, Barringer & Cole LLP / Priya Anand | Prepared | To be delivered at closing | $293,750,000 draw; facility: $1,500,000,000 total commitment; undrawn: $1,100,000,000 as of June 1, 2023; SOFR + 150 bps; maturity March 2026; Greystone address: 383 Madison Avenue, New York, NY 10179
35 | Proxy Solicitor Engagement | Engagement of Hargrove Proxy Advisors, Inc. (if stockholder vote required) | Penterra Pharmaceuticals Corp. and Hargrove Proxy Advisors, Inc. | Lawrence Whittaker | Pending | TBD | Penterra stockholder approval required under NYSE rules for issuance of >1% of outstanding shares; Hargrove address: 17 Ashbury Asset Advisors, Suite 1100, New York, NY 10004
36 | Caliston Stockholder Consent — Confirmation | Confirmation of Receipt of Caliston Written Consent | Caliston BioSciences, Inc. | Whitfield Graves LLP (Kenneth Pratt) | Received | December 1, 2023 | Holders of 69.5% of outstanding Caliston shares executed written consent; majority required
[sheet: Transaction Summary]
Item | Detail
Transaction | One-step merger of Caliston BioSciences, Inc. with and into Penterra Pharmaceuticals Corp.
Acquiror | Penterra Pharmaceuticals Corp. (NYSE: PPHR)
Acquiror EIN | 22-3847195
Acquiror CIK | 0001587342
Target | Caliston BioSciences, Inc.
Target EIN | 84-4219063
Aggregate Equity Value | $925,000,000
Cash Component (75%) | $693,750,000
Stock Component (25%) | $231,250,000
30-Day VWAP (June 1, 2023) | $39.17 per share
Implied Share Issuance | 5,903,497 shares of PPHR common stock
Contingent Value Rights (CVR) | $125,000,000 (contingent on FDA approval of CLT-4019 by 12/31/2026)
Maximum Aggregate Transaction Value | $1,050,000,000
Reverse Termination Fee (Penterra) | $32,375,000 (3.5% × $925M)
Company Termination Fee (Caliston) | $27,750,000 (3.0% × $925M)
Escrow Amount | $46,250,000 (5% of equity value); 18-month survival
Escrow Agent | Greystone National Bank, N.A.
CVR Trustee | Columnar Trust Services, Inc.
Stockholder Representative | Ridgeline Ventures, LP (Ava Lindström)
Governing Law | State of Delaware (DGCL §§141(a), 144, 251)
Cash on Hand Funding | $400,000,000
Revolver Draw Funding | $293,750,000
Revolving Credit Facility | $1,500,000,000 (Greystone National Bank, N.A., Admin Agent); SOFR + 150 bps; maturity March 2026
Premium to Series C (Oct 2021) | 36.03% (($925M − $680M) ÷ $680M)
Dr. Hale — Caliston Stake | 28.5% (personal investment: $42,000,000)
Dr. Hale — Implied Proceeds | $263,625,000
Dr. Hale — Implied Gain | $221,625,000
Penterra FY2022 Revenue | $1,836,000,000
Penterra FY2022 EBITDA | $412,000,000
Penterra Market Cap (6/1/2023) | ~$4,720,000,000
Penterra Shares Outstanding | ~121,400,000
Caliston Employees | 94
D&O Insurance | Northpoint Specialty Insurance Co.; Policy NSI-DO-2023-88412; $50M tower
Project Code Name | Project Coriander
Merger Agreement Version | C&H Draft v.7.3 (execution version)
C&H Matter Number | 1025-00006
Thorngate Engagement Reference | 1018-00003
Merger Agreement Execution Date | November 27, 2023
Caliston Written Consent Date | December 1, 2023
Engagement Close Date | December 11, 2023
[sheet: Key Dates]
Date | Event | Key Parties / Documents
February 14, 2023 | Dr. Hale discloses Caliston interest to Penterra board; proposes acquisition | Dr. Marcus Hale; Penterra Board
March 8, 2023 | Board discusses potential conflicts; resolves to consider special committee formation | Penterra Board
April 12, 2023 | Board retains Alcott, Barringer & Cole LLP for governance advice | Alcott, Barringer & Cole LLP (Victoria Shen)
May 15, 2023 | Board approves formation of Special Committee (effective upon engagement of independent counsel) | Penterra Board
June 1, 2023 | Calderwood & Harkness LLP completes conflicts clearance | C&H (Renata Vasquez, Bernard Crawford)
June 2, 2023 | Special Committee formally constituted; Calderwood & Harkness LLP engaged; Voting & Recusal Agreement executed by Dr. Hale; Independence Protocol and Information Barrier adopted; Special Committee Charter effective | Diane Prescott (Chair), James Okafor, Dr. Helen Ng; C&H; Dr. Hale
June 5, 2023 | Director Independence Questionnaires completed and summary memorandum prepared | Sophie Tremblay, Daniel Obi
June 9, 2023 | Due Diligence Request List transmitted to Whitfield Graves LLP | C&H (Sophie Tremblay) to WG (Kenneth Pratt)
June 16, 2023 | Thorngate Partners LLC engaged as independent financial advisor | Thorngate Partners (Gregory Ashford)
June 20, 2023 | Related-Party Relationships Summary Memorandum prepared; Letter to Thorngate on fairness opinion scope | Daniel Obi; Renata Vasquez
June 28, 2023 | Initial due diligence materials received from Caliston | Whitfield Graves LLP; C&H
July 14, 2023 | Legal Due Diligence Report on Caliston completed | Calderwood & Harkness LLP
July 19, 2023 | Caliston management presentation (Dr. Sorensen and Dr. Malhotra) | Special Committee; Dr. Nadia Sorensen; Dr. Raj Malhotra
July 21, 2023 | IP Diligence Memorandum completed | Calderwood & Harkness LLP
July 25, 2023 | Regulatory Diligence Memorandum completed | Sophie Tremblay; Daniel Obi
August 3, 2023 | Thorngate delivers preliminary valuation analyses to Special Committee | Thorngate Partners (Gregory Ashford); Special Committee
August 10, 2023 | Antitrust / HSR Act Analysis Memorandum completed | Calderwood & Harkness LLP
August 15, 2023 | Tax Structure Memorandum completed | Sophie Tremblay
August 22, 2023 | Special Committee directs Thorngate to explore alternative acquisition targets (market check) | Special Committee; Thorngate Partners
September 14, 2023 | Market check completed; no superior alternatives identified | Thorngate Partners; Special Committee
September 25, 2023 | Negotiation Strategy Memorandum prepared (privileged) | Calderwood & Harkness LLP
September 29, 2023 | Negotiation sessions with Caliston commence | C&H; Whitfield Graves LLP; Fendowell Sinclair & Co.
October 18, 2023 | Agreement in principle on $925M equity value + $125M CVR; Term Sheet circulated | C&H; WG
November 1, 2023 | Draft merger agreement (v.5) circulated to Whitfield Graves LLP | Calderwood & Harkness LLP
November 15, 2023 | Thorngate delivers fairness opinion; Special Committee deliberates | Thorngate Partners; Special Committee; C&H
November 17, 2023 | C&H Memorandum on Fairness Opinion legal sufficiency completed | Renata Vasquez
November 20, 2023 | Special Committee unanimously recommends transaction to full Penterra board | Diane Prescott, James Okafor, Dr. Helen Ng
November 22, 2023 | Penterra Board (excluding recused members) approves merger agreement; Process Memorandum finalized | Penterra Board; C&H
November 27, 2023 | Merger Agreement executed; ancillary documents executed; Form 8-K filed with SEC; Secretary's Certificate delivered | All parties
December 1, 2023 | Caliston stockholder written consent obtained (69.5% of outstanding shares) | Caliston stockholders; WG
December 11, 2023 | Engagement formally closed (post-signing deliverables completed) | Calderwood & Harkness LLP; Special Committee

[sheet: Secretary's Certificate]

Record

Parties

Dates

Amounts