1018-00003 · Client 1018 · Correspondence

letter-vasquez-to-shen-recusal-protocol.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law 1700 Market Street, Suite 3400 Philadelphia, PA 19103

Telephone: (215) 854-7000 Facsimile: (215) 854-7001 www.calderwoodharkness.com

Renata Vasquez Partner Direct Dial: (215) 854-7124

Email: rvasquez@calderwoodharkness.com

June 5, 2023

VIA EMAIL AND FIRST-CLASS MAIL

Victoria Shen, Esq. Partner, Mergers & Acquisitions Alcott, Barringer & Cole LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020

Re: Recusal and Coordination Protocol — Special Committee of Penterra Pharmaceuticals Corp. (Project Coriander)

C&H Matter No.: 1025-00006

Dear Victoria:

I. Purpose of This Letter

I write in my capacity as Responsible Partner at Calderwood & Harkness LLP ("C&H" or the "Firm"), independent counsel to the Special Committee (the "Special Committee") of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp. ("Penterra" or the "Company"), a Delaware corporation whose common stock is listed on the New York Stock Exchange under the ticker symbol "PPHR" and whose principal executive offices are located at 400 Innovation Drive, Suite 1200, Princeton, New Jersey 08540.

As you are aware, on June 2, 2023, the Board adopted a resolution (the "Board Resolution"), by unanimous vote of the six independent directors of Penterra then present, establishing the Special Committee comprising Diane Prescott (Chair), James Okafor, and Dr. Helen Ng. Concurrently with the adoption of the Board Resolution, the Special Committee formally engaged Calderwood & Harkness LLP as its independent legal counsel, effective June 2, 2023, pursuant to an engagement letter of the same date.

The purpose of this letter is threefold. First, I write to formally confirm the recusal of Alcott, Barringer & Cole LLP ("ABC") from advising the Special Committee in connection with the proposed acquisition of Caliston BioSciences, Inc. ("Caliston") by Penterra (the "Proposed Transaction," internally designated as "Project Coriander"). Second, this letter establishes a comprehensive protocol for coordination between Calderwood & Harkness LLP, as independent counsel to the Special Committee, and ABC, as Penterra's regular outside counsel, on non-conflicted corporate matters that may arise during the pendency of the Special Committee's work. Third, this letter sets forth the information barrier and related procedural safeguards that will govern the flow of information between our respective firms during this period.

I acknowledge and appreciate that you and your colleagues at Alcott, Barringer & Cole LLP have served as regular outside counsel to Penterra's Board and the Company for a number of years, and that your firm's contributions to the Company's corporate governance and transactional practice have been substantial. I further acknowledge that ABC was initially retained on April 12, 2023 to advise the Board on governance process matters in connection with the Proposed Transaction. However, as discussed in greater detail below, the Special Committee has determined that the engagement of independent counsel, free from any prior advisory relationship with the Company's management or the conflicted directors, is necessary and appropriate to preserve the integrity and independence of the Special Committee's evaluation of the Proposed Transaction and to ensure that the procedural safeguards required under Delaware law are rigorously maintained.

II. Background and Context

To provide the necessary context for the recusal and coordination protocol described in this letter, I briefly summarize the relevant factual background.

Dr. Marcus Hale, who serves as Chairman of the Board and Chief Executive Officer of Penterra, holds an equity interest of approximately 28.5% in Caliston BioSciences, Inc., a privately held Delaware corporation with its principal office at 88 Harbor Point Road, Cambridge, Massachusetts 02142. Caliston is engaged in the research, development, and commercialization of novel biologic therapeutics, and its pipeline includes several clinical-stage assets of potential strategic interest to Penterra.

On February 14, 2023, Dr. Hale first proposed that Penterra explore the acquisition of Caliston, and at that time disclosed his equity interest in Caliston to the full Board. Following Dr. Hale's disclosure, the Board engaged in a series of discussions regarding the conflicts of interest arising from Dr. Hale's financial interest in Caliston. On March 8, 2023, the Board held a meeting at which it discussed in detail the nature and scope of the conflicts, including the application of Delaware General Corporation Law ("DGCL") § 144 and the entire fairness doctrine to the Proposed Transaction.

In furtherance of those discussions, the Board retained Alcott, Barringer & Cole LLP on April 12, 2023 to advise on governance process matters, including the advisability of forming a special committee of independent directors. On May 15, 2023, the Board approved the formation of the Special Committee, with such formation to become effective upon the engagement of independent counsel. As noted above, the Special Committee was formally constituted on June 2, 2023, simultaneously with C&H's engagement as independent counsel.

An additional conflict of interest bears mention. Angela Whitmore, a Penterra director who also serves as Executive Vice President, Commercial Operations, is the spouse of Dr. Evan Whitmore, who serves as Head of Clinical Development at Caliston and is a member of Caliston's board of directors. This familial relationship presents an additional conflict that further underscores the necessity of rigorous procedural safeguards.

Accordingly, the following individuals have been recused from participation in the Special Committee and from the Special Committee's deliberative process: (i) Dr. Marcus Hale, by reason of his 28.5% equity interest in Caliston and his role as the proponent of the Proposed Transaction; (ii) Angela Whitmore, by reason of her spousal relationship with Dr. Evan Whitmore of Caliston; and (iii) Raymond Tusk, who is a non-independent director of Penterra (collectively, the "Recused Directors").

Given the interested-director nature of the Proposed Transaction under DGCL §§ 141(a) and 144, and in light of the entire fairness standard of judicial review that would apply to the Proposed Transaction absent appropriate procedural protections, the Special Committee requires independent counsel that is free from any prior advisory relationship with the Company's management or the Recused Directors. The Special Committee's objective is to establish procedural safeguards consistent with the framework articulated in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (the "MFW framework"), to the extent applicable, and to ensure that the Special Committee's process will withstand the most rigorous judicial scrutiny.

III. Confirmation of ABC's Recusal

In light of the foregoing, this letter serves as the formal confirmation that Alcott, Barringer & Cole LLP is recused from advising the Special Committee in connection with all matters relating to the Proposed Transaction — that is, the proposed acquisition of Caliston BioSciences, Inc. by Penterra Pharmaceuticals Corp. (Project Coriander) — in any capacity whatsoever.

This recusal applies to all ABC partners, associates, counsel, paralegals, legal assistants, and other staff, without exception. No individual at ABC is authorized to provide legal advice, strategic guidance, or other professional services to the Special Committee, to any of its individual members (namely, Diane Prescott, James Okafor, and Dr. Helen Ng), or to Calderwood & Harkness LLP, in connection with the evaluation, negotiation, documentation, or any other aspect of the Proposed Transaction.

Without limitation, ABC shall not:

(a) participate in, attend, or observe any meetings of the Special Committee, whether in person, by telephone, by video conference, or otherwise;

(b) have access to Special Committee meeting materials, including meeting agendas, minutes, presentations, and exhibits;

(c) access the segregated document management workspace established for Project Coriander on Penterra's document management system or any successor or replacement system established for the same purpose;

(d) provide advice to the Special Committee or its members regarding the terms, structure, pricing, conditions, timing, or strategic merits of the Proposed Transaction;

(e) draft, review, or comment upon any transaction documentation, including the merger agreement and any ancillary agreements, prepared or reviewed in connection with the Proposed Transaction; or

(f) communicate with any third party on behalf of the Special Committee or in connection with the Proposed Transaction.

The rationale for this recusal is straightforward: it is essential to preserve the independence of the Special Committee process, to avoid potential conflicts arising from ABC's ongoing representation of the Penterra Board — which includes Dr. Hale as Chairman — and to support the procedural safeguards necessary for business judgment rule protection under Delaware law. The Special Committee's credibility as an independent deliberative body depends, in substantial part, on its ability to demonstrate that it was advised by counsel whose sole loyalty was to the Special Committee and who had no prior relationship with management or the conflicted directors that could compromise that loyalty.

Notwithstanding the foregoing recusal, ABC will continue to serve as regular outside counsel to Penterra Pharmaceuticals Corp. and its Board of Directors on all matters unrelated to the Special Committee's mandate, subject to the coordination protocols set forth in Sections V and VI below.

IV. Scope of Information Barrier

A. Excluded Persons and Information

To effectuate the recusal described above, the following information barrier shall be established and maintained for the duration of the protocol:

Access Restrictions. ABC personnel shall have no access to the Project Coriander workspace on Penterra's segregated document management system (the "Coriander Workspace"), which has been established on the Company's Vault DMS platform and is subject to role-based access controls administered by the Company's IT department under the direction of the Special Committee. C&H has separately confirmed with the Company's General Counsel, Lawrence Whittaker, that ABC user credentials have been excluded from the Coriander Workspace access permissions.

Excluded Information. ABC shall not receive, review, retain, or request any of the following categories of information (collectively, "Restricted Materials"):

(i) Special Committee meeting minutes, agendas, presentations, exhibits, and resolutions;

(ii) correspondence between Calderwood & Harkness LLP and the Special Committee members, including email, letters, and memoranda;

(iii) due diligence materials obtained by C&H from Whitfield Graves LLP (counsel to Caliston) or from the Caliston virtual data room, including financial, clinical, regulatory, intellectual property, and commercial information regarding Caliston and its assets;

(iv) valuation analyses, presentations, and the fairness opinion (when rendered) of Thorngate Partners LLC, the independent financial advisor retained by the Special Committee;

(v) drafts and negotiations of the merger agreement, ancillary documents, and related transaction instruments prepared or reviewed by Calderwood & Harkness LLP in connection with the Proposed Transaction;

(vi) negotiation strategy memoranda, privileged assessments, litigation risk analyses, and other attorney work product of C&H relating to Project Coriander; and

(vii) any other materials generated by or for the Special Committee or C&H in connection with the Special Committee's evaluation of the Proposed Transaction.

Recused Director Communications. The information barrier extends to communications with the Recused Directors — Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk — regarding Project Coriander matters. ABC shall not serve as a conduit, whether directly or indirectly, for any Project Coriander information to these individuals. To the extent ABC communicates with any of the Recused Directors in the ordinary course on non-Project Coriander corporate matters, ABC shall take reasonable care to ensure that no Restricted Materials or other Project Coriander information is disclosed during such communications.

B. Penterra Management Interactions

ABC may continue to communicate with Lawrence Whittaker, Penterra's General Counsel and Corporate Secretary, and with Priya Anand, Penterra's Chief Financial Officer, on non-Project Coriander corporate matters in the ordinary course of business. Nothing in this protocol is intended to restrict ABC's ability to perform its regular outside counsel functions for the Company with respect to matters outside the scope of the Special Committee's mandate.

However, should ABC receive from any Penterra officer, director, employee, or agent information that appears to relate to the Special Committee's work, the Proposed Transaction, or the Caliston acquisition in any respect, ABC shall:

(a) immediately cease review of such information;

(b) promptly notify Renata Vasquez at Calderwood & Harkness LLP (by telephone and email) of the nature and circumstances of the receipt; and

Inadvertent Disclosure Protocol. In the event of any inadvertent receipt of Project Coriander materials by any ABC partner, associate, or staff member — whether by misdirected email, inadvertent inclusion in a document production, or any other means — the following remediation protocol shall apply:

(i) The inadvertent receipt must be reported to Renata Vasquez at Calderwood & Harkness LLP within twenty-four (24) hours of the discovery of the receipt.

(ii) All copies of the inadvertently received materials — whether in electronic or physical form — must be returned to C&H or destroyed, without retention of any copies, notes, or summaries.

(iii) A brief written confirmation of the return or destruction of the materials shall be provided to C&H within forty-eight (48) hours of the initial report, setting forth: (A) the identity of the materials received; (B) the date and circumstances of receipt; (C) the identity of any ABC personnel who reviewed the materials; and (D) confirmation that all copies have been returned or destroyed.

C&H will work in good faith with ABC to address any inadvertent disclosures promptly and to mitigate any potential harm to the integrity of the information barrier.

V. Permitted Coordination on Non-Conflicted Matters

A. Categories of Permitted Coordination

The establishment of the recusal and information barrier described herein is not intended to impair ABC's ability to serve as regular outside counsel to Penterra on non-conflicted matters. Accordingly, C&H and ABC may coordinate on the following categories of non-conflicted corporate matters relating to Penterra, provided that such matters do not implicate the merits, terms, strategy, or substance of the Proposed Transaction:

(i) SEC Periodic Reporting. Penterra's ongoing periodic reporting obligations under the Securities Exchange Act of 1934, as amended, including the preparation, review, and filing of Forms 10-K, 10-Q, and 8-K that are unrelated to the announcement, pendency, or consummation of the Proposed Transaction.

(ii) NYSE Listing Compliance. New York Stock Exchange listing compliance matters, including continued listing standards and corporate governance requirements, to the extent such matters are unrelated to the share issuance or other listing-related approvals contemplated by the proposed merger.

(iii) Routine Corporate Governance. Routine corporate governance matters, including annual meeting preparation, Board and committee scheduling, director onboarding, and corporate housekeeping matters (e.g., officer appointments, bylaw amendments) unrelated to Project Coriander.

(iv) Credit Facility Matters. Penterra's existing revolving credit facility with Greystone National Bank, N.A. (as administrative agent), to the extent that covenant compliance monitoring, amendment discussions, or borrowing base matters arise in the ordinary course of business and are separate from any draw intended to fund, in whole or in part, any consideration payable in connection with the Proposed Transaction.

(v) D&O Insurance. Directors' and officers' liability insurance matters with Northpoint Specialty Insurance Company (Policy No. NSI-DO-2023-88412), including renewal discussions, premium negotiations, and coverage questions, to the extent such matters do not specifically relate to claims, potential claims, or coverage disputes arising out of or in connection with the Proposed Transaction.

(vi) Transfer Agent Coordination. Routine coordination with Columnar Trust Services, Inc., as Penterra's transfer agent, on non-transaction matters, including stock plan administration, dividend payments, and stockholder record maintenance.

(vii) Other Routine Legal Matters. Other routine legal matters outside the scope of the Special Committee's mandate, including but not limited to commercial contracts, employment matters, intellectual property management, and regulatory compliance, as such matters arise in the ordinary course of Penterra's business.

B. Transaction-Adjacent Matters Requiring Protocol

The parties recognize that certain matters may arise during the pendency of the Proposed Transaction that are adjacent to or partially overlap with the Special Committee's mandate but are not exclusively within the Special Committee's purview. In such cases, the following specific protocols shall apply:

(i) Form 8-K Filing Upon Execution of the Merger Agreement. Upon execution of the merger agreement (if and when applicable), Penterra will be required to file a Current Report on Form 8-K with the Securities and Exchange Commission. Calderwood & Harkness LLP will prepare all disclosure in the Form 8-K relating to the Proposed Transaction, including the description of the merger agreement, the Special Committee process, and any required financial statements or pro forma information. ABC may assist with non-transaction portions of the Form 8-K filing (e.g., other reportable events occurring concurrently) only upon advance written notice to, and coordination with, C&H.

(ii) Preliminary Proxy Statement. If a stockholder vote is required in connection with the Proposed Transaction, a preliminary proxy statement will be prepared and filed with the SEC. C&H will lead the preparation of all transaction-related proxy disclosure, including the background of the merger, the Special Committee's reasons for its recommendation, the fairness opinion summary, and the description of the merger agreement. ABC may prepare non-transaction proxy disclosure sections (e.g., executive compensation tables, corporate governance disclosures, audit committee report) upon coordination with C&H, provided that C&H retains final review and approval authority over all transaction-related disclosure.

(iii) Proxy Solicitor Engagement. In the event that Hargrove Proxy Advisors, Inc. is engaged as proxy solicitor in connection with a stockholder vote on the Proposed Transaction, C&H will direct the scope of Hargrove's engagement as it relates to the transaction, including the solicitation strategy, stockholder communications, and vote tracking. ABC may coordinate with Hargrove on non-transaction annual meeting matters (e.g., director elections, say-on-pay proposals) in the ordinary course, provided that ABC does not communicate with Hargrove regarding the transaction vote or the merger proposal without C&H's prior written consent.

(iv) HSR Act / Antitrust Filing. Calderwood & Harkness LLP will manage all aspects of the Hart-Scott-Rodino Antitrust Improvements Act filing process, including the preparation and submission of the HSR notification form, responses to any second requests or other inquiries from the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, and all related communications with the antitrust enforcement agencies. ABC shall not communicate with the FTC or DOJ regarding the Proposed Transaction in any capacity.

C. Communication Channels

To ensure clarity and accountability, all coordination communications between C&H and ABC regarding the boundary between Project Coriander matters and non-conflicted matters shall be routed through the following designated contacts:

Calderwood & Harkness LLP:

• Renata Vasquez, Partner (Responsible Partner)

• Sophie Tremblay, Associate (Lead Associate)

Alcott, Barringer & Cole LLP:

• Victoria Shen, Partner (Lead Partner, M&A)

All email communications between the designated contacts regarding coordination matters shall include the subject line designation "[Project Coriander — Coordination Protocol]" to facilitate tracking, identification, and segregation of such communications.

Neither firm shall copy Dr. Marcus Hale, Angela Whitmore, or Raymond Tusk on any coordination communications exchanged under this protocol. If either firm determines that a matter initially categorized as non-conflicted has become implicated by or intertwined with the Proposed Transaction, the designated contacts shall promptly confer to determine the appropriate treatment of that matter and, if necessary, to reassign responsibility consistent with this protocol.

VI. Handling of Pre-Existing Work Product

As noted above, ABC provided governance process advice to the Penterra Board between April 12, 2023 and June 2, 2023 — the date on which the Special Committee was formally constituted and Calderwood & Harkness LLP was engaged as independent counsel. During that period, ABC may have prepared memoranda, analyses, board presentations, governance frameworks, or other work product that relate to the Proposed Transaction, the conflicts analysis, or the Special Committee formation process.

To the extent that ABC prepared any such materials during the period described above, ABC shall provide copies of all such materials to Calderwood & Harkness LLP for the Special Committee's records within five (5) business days of the date of this letter — that is, no later than June 12, 2023. The delivery shall be made to Renata Vasquez and Sophie Tremblay by secure electronic transmission (encrypted email or secure file transfer), accompanied by a cover memorandum identifying the materials provided and the date on which each was prepared.

Upon delivery of such materials to C&H, ABC shall not retain separate copies of any transaction-related work product in its active files. Archived copies may be retained in accordance with ABC's document retention policies, provided that such archived copies are clearly marked as subject to the information barrier established by this protocol and are not accessible to ABC personnel working on non-conflicted Penterra matters without the prior written consent of C&H.

Calderwood & Harkness LLP will review the pre-existing ABC work product to determine its relevance to the Special Committee's mandate and will incorporate pertinent materials into the Project Coriander workspace. To the extent that any pre-existing ABC work product reflects legal analyses or recommendations that the Special Committee may wish to rely upon, the Special Committee will make that determination independently, with the advice of C&H.

VII. Duration of the Protocol

This recusal and coordination protocol shall remain in full force and effect from the date of this letter through the earliest to occur of the following:

(a) the closing of the Proposed Transaction (i.e., the consummation of the merger of Caliston BioSciences, Inc. with and into a wholly owned subsidiary of Penterra, or such other transaction structure as may be agreed);

(b) the termination of the Proposed Transaction pursuant to the terms of the merger agreement, or the abandonment of the Proposed Transaction by the Special Committee or the Penterra Board, as evidenced by a written resolution or other Board or Special Committee action; or

(c) the written agreement of Calderwood & Harkness LLP and Alcott, Barringer & Cole LLP, with the prior approval of the Special Committee, to modify or terminate this protocol.

Upon termination of this protocol, the information barrier restrictions described in Section IV shall survive with respect to any privileged Special Committee materials and work product, which shall remain confidential and subject to the attorney-client privilege of the Special Committee. Neither ABC nor any of its personnel shall use, disclose, or rely upon any Restricted Materials that may have been inadvertently received during the term of this protocol, and the confidentiality and privilege protections shall continue indefinitely, or until the Special Committee (or its successor in interest with respect to privilege) expressly waives such protections in writing.

VIII. Acknowledgment of Respective Roles

For the avoidance of doubt, the respective roles and responsibilities of Calderwood & Harkness LLP and Alcott, Barringer & Cole LLP are as follows:

Calderwood & Harkness LLP serves as independent counsel to the Special Committee of the Board of Directors of Penterra Pharmaceuticals Corp. In that capacity, C&H has sole authority and responsibility to advise the Special Committee on all aspects of the Proposed Transaction, including the evaluation of the strategic and financial merits of the acquisition, the negotiation of the terms and conditions of the merger agreement and ancillary documents, the preparation and review of all transaction documentation, the management of the due diligence process, the oversight of the antitrust review process, the preparation of transaction-related SEC filings, and the formulation and delivery of the Special Committee's recommendation to the full Board.

Alcott, Barringer & Cole LLP serves as regular outside counsel to Penterra Pharmaceuticals Corp. and its Board of Directors on all non-conflicted corporate matters. ABC is recused from all Project Coriander matters, as described in this letter, and shall not provide legal advice or other professional services in connection with the Proposed Transaction.

Representation of Dr. Hale. Neither Calderwood & Harkness LLP nor Alcott, Barringer & Cole LLP shall represent the individual interests of Dr. Marcus Hale in connection with the Proposed Transaction. Dr. Hale's personal interests — including, without limitation, his approximately 28.5% equity interest in Caliston, his board observer role at Caliston, and any other financial, contractual, or personal interests he may hold with respect to Caliston or the Proposed Transaction — are separate and distinct from the interests of Penterra and the Special Committee. Should Dr. Hale require individual legal counsel in connection with the Proposed Transaction, he should retain separate counsel at his own expense.

Caliston's Advisors. Caliston BioSciences, Inc. is represented by Whitfield Graves LLP (Kenneth Pratt, Lead Partner) and is advised on financial matters by Fendowell Sinclair & Co. (Sandra Wu, Managing Director). The following protocols shall govern communications with Caliston's counsel and financial advisor:

(a) Calderwood & Harkness LLP is authorized to communicate directly with Whitfield Graves LLP and Fendowell Sinclair & Co. on behalf of the Special Committee in connection with due diligence, negotiation of the merger agreement and ancillary documents, and all other aspects of the Proposed Transaction.

(b) Alcott, Barringer & Cole LLP shall not communicate with Whitfield Graves LLP or Fendowell Sinclair & Co. regarding the Proposed Transaction, the Special Committee's work, or any matter related to Project Coriander, without the prior written authorization of Calderwood & Harkness LLP.

IX. Confirmation Request

I respectfully request that you countersign this letter in the space provided below and return a signed copy to me by email (with the original to follow by first-class mail) to confirm Alcott, Barringer & Cole LLP's acknowledgment of and agreement to the recusal and coordination protocol set forth herein. Upon receipt of your countersignature, I will provide a copy of this fully executed letter to the Special Committee for its records, and the letter will be maintained in the Project Coriander workspace.

Please note that, until the countersignature is received, no copy of this letter will be distributed to the Special Committee members or to any other person outside of Calderwood & Harkness LLP, and at no time will any copy of this letter be provided to Dr. Marcus Hale, Angela Whitmore, Raymond Tusk, or any member of Penterra's management.

X. Closing

Victoria, I appreciate your cooperation, professionalism, and understanding in supporting the integrity of the Special Committee process. The procedural safeguards reflected in this protocol are critical to protecting the interests of Penterra's stockholders and ensuring that the Special Committee's work is conducted with the rigor and independence that Delaware law requires. I am confident that the framework set forth in this letter will allow our respective firms to work cooperatively and effectively in their distinct capacities during this important period.

Should you have any questions regarding this letter or the protocol described herein, please do not hesitate to contact me directly.

Renata Vasquez Calderwood & Harkness LLP 1700 Market Street, Suite 3400 Philadelphia, PA 19103 Direct Dial: (215) 854-7124

Email: rvasquez@calderwoodharkness.com

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez Partner

Enclosures: None

cc (Internal Only — Calderwood & Harkness LLP):

Bernard Crawford, Partner, Calderwood & Harkness LLP Sophie Tremblay, Associate, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP

No copy to Special Committee members until countersigned. No copy to Dr. Marcus Hale, Angela Whitmore, Raymond Tusk, or any member of Penterra management.

COUNTERSIGNATURE PAGE

XI. Acknowledgment and Agreement

ACKNOWLEDGED AND AGREED:

The undersigned, on behalf of Alcott, Barringer & Cole LLP, hereby acknowledges receipt of the foregoing letter dated June 5, 2023 from Renata Vasquez of Calderwood & Harkness LLP and confirms Alcott, Barringer & Cole LLP's agreement to the recusal and coordination protocol set forth therein.

ALCOTT, BARRINGER & COLE LLP

By: ________

Name: Victoria Shen

Title: Partner

Date: ________

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law 1700 Market Street, Suite 3400 Philadelphia, PA 19103
Telephone: (215) 854-7000 Facsimile: (215) 854-7001 www.calderwoodharkness.com
Renata Vasquez Partner Direct Dial: (215) 854-7124
Email: rvasquez@calderwoodharkness.com
June 5, 2023
VIA EMAIL AND FIRST-CLASS MAIL
Victoria Shen, Esq. Partner, Mergers & Acquisitions Alcott, Barringer & Cole LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020
Re: Recusal and Coordination Protocol — Special Committee of Penterra Pharmaceuticals Corp. (Project Coriander)
C&H Matter No.: 1025-00006
Dear Victoria:
I. Purpose of This Letter
I write in my capacity as Responsible Partner at Calderwood & Harkness LLP ("C&H" or the "Firm"), independent counsel to the Special Committee (the "Special Committee") of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp. ("Penterra" or the "Company"), a Delaware corporation whose common stock is listed on the New York Stock Exchange under the ticker symbol "PPHR" and whose principal executive offices are located at 400 Innovation Drive, Suite 1200, Princeton, New Jersey 08540.
As you are aware, on June 2, 2023, the Board adopted a resolution (the "Board Resolution"), by unanimous vote of the six independent directors of Penterra then present, establishing the Special Committee comprising Diane Prescott (Chair), James Okafor, and Dr. Helen Ng. Concurrently with the adoption of the Board Resolution, the Special Committee formally engaged Calderwood & Harkness LLP as its independent legal counsel, effective June 2, 2023, pursuant to an engagement letter of the same date.
The purpose of this letter is threefold. First, I write to formally confirm the recusal of Alcott, Barringer & Cole LLP ("ABC") from advising the Special Committee in connection with the proposed acquisition of Caliston BioSciences, Inc. ("Caliston") by Penterra (the "Proposed Transaction," internally designated as "Project Coriander"). Second, this letter establishes a comprehensive protocol for coordination between Calderwood & Harkness LLP, as independent counsel to the Special Committee, and ABC, as Penterra's regular outside counsel, on non-conflicted corporate matters that may arise during the pendency of the Special Committee's work. Third, this letter sets forth the information barrier and related procedural safeguards that will govern the flow of information between our respective firms during this period.
I acknowledge and appreciate that you and your colleagues at Alcott, Barringer & Cole LLP have served as regular outside counsel to Penterra's Board and the Company for a number of years, and that your firm's contributions to the Company's corporate governance and transactional practice have been substantial. I further acknowledge that ABC was initially retained on April 12, 2023 to advise the Board on governance process matters in connection with the Proposed Transaction. However, as discussed in greater detail below, the Special Committee has determined that the engagement of independent counsel, free from any prior advisory relationship with the Company's management or the conflicted directors, is necessary and appropriate to preserve the integrity and independence of the Special Committee's evaluation of the Proposed Transaction and to ensure that the procedural safeguards required under Delaware law are rigorously maintained.
II. Background and Context
To provide the necessary context for the recusal and coordination protocol described in this letter, I briefly summarize the relevant factual background.
Dr. Marcus Hale, who serves as Chairman of the Board and Chief Executive Officer of Penterra, holds an equity interest of approximately 28.5% in Caliston BioSciences, Inc., a privately held Delaware corporation with its principal office at 88 Harbor Point Road, Cambridge, Massachusetts 02142. Caliston is engaged in the research, development, and commercialization of novel biologic therapeutics, and its pipeline includes several clinical-stage assets of potential strategic interest to Penterra.
On February 14, 2023, Dr. Hale first proposed that Penterra explore the acquisition of Caliston, and at that time disclosed his equity interest in Caliston to the full Board. Following Dr. Hale's disclosure, the Board engaged in a series of discussions regarding the conflicts of interest arising from Dr. Hale's financial interest in Caliston. On March 8, 2023, the Board held a meeting at which it discussed in detail the nature and scope of the conflicts, including the application of Delaware General Corporation Law ("DGCL") § 144 and the entire fairness doctrine to the Proposed Transaction.
In furtherance of those discussions, the Board retained Alcott, Barringer & Cole LLP on April 12, 2023 to advise on governance process matters, including the advisability of forming a special committee of independent directors. On May 15, 2023, the Board approved the formation of the Special Committee, with such formation to become effective upon the engagement of independent counsel. As noted above, the Special Committee was formally constituted on June 2, 2023, simultaneously with C&H's engagement as independent counsel.
An additional conflict of interest bears mention. Angela Whitmore, a Penterra director who also serves as Executive Vice President, Commercial Operations, is the spouse of Dr. Evan Whitmore, who serves as Head of Clinical Development at Caliston and is a member of Caliston's board of directors. This familial relationship presents an additional conflict that further underscores the necessity of rigorous procedural safeguards.
Accordingly, the following individuals have been recused from participation in the Special Committee and from the Special Committee's deliberative process: (i) Dr. Marcus Hale, by reason of his 28.5% equity interest in Caliston and his role as the proponent of the Proposed Transaction; (ii) Angela Whitmore, by reason of her spousal relationship with Dr. Evan Whitmore of Caliston; and (iii) Raymond Tusk, who is a non-independent director of Penterra (collectively, the "Recused Directors").
Given the interested-director nature of the Proposed Transaction under DGCL §§ 141(a) and 144, and in light of the entire fairness standard of judicial review that would apply to the Proposed Transaction absent appropriate procedural protections, the Special Committee requires independent counsel that is free from any prior advisory relationship with the Company's management or the Recused Directors. The Special Committee's objective is to establish procedural safeguards consistent with the framework articulated in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (the "MFW framework"), to the extent applicable, and to ensure that the Special Committee's process will withstand the most rigorous judicial scrutiny.
III. Confirmation of ABC's Recusal
In light of the foregoing, this letter serves as the formal confirmation that Alcott, Barringer & Cole LLP is recused from advising the Special Committee in connection with all matters relating to the Proposed Transaction — that is, the proposed acquisition of Caliston BioSciences, Inc. by Penterra Pharmaceuticals Corp. (Project Coriander) — in any capacity whatsoever.
This recusal applies to all ABC partners, associates, counsel, paralegals, legal assistants, and other staff, without exception. No individual at ABC is authorized to provide legal advice, strategic guidance, or other professional services to the Special Committee, to any of its individual members (namely, Diane Prescott, James Okafor, and Dr. Helen Ng), or to Calderwood & Harkness LLP, in connection with the evaluation, negotiation, documentation, or any other aspect of the Proposed Transaction.
Without limitation, ABC shall not:
(a) participate in, attend, or observe any meetings of the Special Committee, whether in person, by telephone, by video conference, or otherwise;
(b) have access to Special Committee meeting materials, including meeting agendas, minutes, presentations, and exhibits;
(c) access the segregated document management workspace established for Project Coriander on Penterra's document management system or any successor or replacement system established for the same purpose;
(d) provide advice to the Special Committee or its members regarding the terms, structure, pricing, conditions, timing, or strategic merits of the Proposed Transaction;
(e) draft, review, or comment upon any transaction documentation, including the merger agreement and any ancillary agreements, prepared or reviewed in connection with the Proposed Transaction; or
(f) communicate with any third party on behalf of the Special Committee or in connection with the Proposed Transaction.
The rationale for this recusal is straightforward: it is essential to preserve the independence of the Special Committee process, to avoid potential conflicts arising from ABC's ongoing representation of the Penterra Board — which includes Dr. Hale as Chairman — and to support the procedural safeguards necessary for business judgment rule protection under Delaware law. The Special Committee's credibility as an independent deliberative body depends, in substantial part, on its ability to demonstrate that it was advised by counsel whose sole loyalty was to the Special Committee and who had no prior relationship with management or the conflicted directors that could compromise that loyalty.
Notwithstanding the foregoing recusal, ABC will continue to serve as regular outside counsel to Penterra Pharmaceuticals Corp. and its Board of Directors on all matters unrelated to the Special Committee's mandate, subject to the coordination protocols set forth in Sections V and VI below.
IV. Scope of Information Barrier
A. Excluded Persons and Information
To effectuate the recusal described above, the following information barrier shall be established and maintained for the duration of the protocol:
Access Restrictions. ABC personnel shall have no access to the Project Coriander workspace on Penterra's segregated document management system (the "Coriander Workspace"), which has been established on the Company's Vault DMS platform and is subject to role-based access controls administered by the Company's IT department under the direction of the Special Committee. C&H has separately confirmed with the Company's General Counsel, Lawrence Whittaker, that ABC user credentials have been excluded from the Coriander Workspace access permissions.
Excluded Information. ABC shall not receive, review, retain, or request any of the following categories of information (collectively, "Restricted Materials"):
(i) Special Committee meeting minutes, agendas, presentations, exhibits, and resolutions;
(ii) correspondence between Calderwood & Harkness LLP and the Special Committee members, including email, letters, and memoranda;
(iii) due diligence materials obtained by C&H from Whitfield Graves LLP (counsel to Caliston) or from the Caliston virtual data room, including financial, clinical, regulatory, intellectual property, and commercial information regarding Caliston and its assets;
(iv) valuation analyses, presentations, and the fairness opinion (when rendered) of Thorngate Partners LLC, the independent financial advisor retained by the Special Committee;
(v) drafts and negotiations of the merger agreement, ancillary documents, and related transaction instruments prepared or reviewed by Calderwood & Harkness LLP in connection with the Proposed Transaction;
(vi) negotiation strategy memoranda, privileged assessments, litigation risk analyses, and other attorney work product of C&H relating to Project Coriander; and
(vii) any other materials generated by or for the Special Committee or C&H in connection with the Special Committee's evaluation of the Proposed Transaction.
Recused Director Communications. The information barrier extends to communications with the Recused Directors — Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk — regarding Project Coriander matters. ABC shall not serve as a conduit, whether directly or indirectly, for any Project Coriander information to these individuals. To the extent ABC communicates with any of the Recused Directors in the ordinary course on non-Project Coriander corporate matters, ABC shall take reasonable care to ensure that no Restricted Materials or other Project Coriander information is disclosed during such communications.
B. Penterra Management Interactions
ABC may continue to communicate with Lawrence Whittaker, Penterra's General Counsel and Corporate Secretary, and with Priya Anand, Penterra's Chief Financial Officer, on non-Project Coriander corporate matters in the ordinary course of business. Nothing in this protocol is intended to restrict ABC's ability to perform its regular outside counsel functions for the Company with respect to matters outside the scope of the Special Committee's mandate.
However, should ABC receive from any Penterra officer, director, employee, or agent information that appears to relate to the Special Committee's work, the Proposed Transaction, or the Caliston acquisition in any respect, ABC shall:
(a) immediately cease review of such information;
(b) promptly notify Renata Vasquez at Calderwood & Harkness LLP (by telephone and email) of the nature and circumstances of the receipt; and
(c) refrain from further disseminating such information to any person, whether within or outside of ABC.
Inadvertent Disclosure Protocol. In the event of any inadvertent receipt of Project Coriander materials by any ABC partner, associate, or staff member — whether by misdirected email, inadvertent inclusion in a document production, or any other means — the following remediation protocol shall apply:
(i) The inadvertent receipt must be reported to Renata Vasquez at Calderwood & Harkness LLP within twenty-four (24) hours of the discovery of the receipt.
(ii) All copies of the inadvertently received materials — whether in electronic or physical form — must be returned to C&H or destroyed, without retention of any copies, notes, or summaries.
(iii) A brief written confirmation of the return or destruction of the materials shall be provided to C&H within forty-eight (48) hours of the initial report, setting forth: (A) the identity of the materials received; (B) the date and circumstances of receipt; (C) the identity of any ABC personnel who reviewed the materials; and (D) confirmation that all copies have been returned or destroyed.
C&H will work in good faith with ABC to address any inadvertent disclosures promptly and to mitigate any potential harm to the integrity of the information barrier.
V. Permitted Coordination on Non-Conflicted Matters
A. Categories of Permitted Coordination
The establishment of the recusal and information barrier described herein is not intended to impair ABC's ability to serve as regular outside counsel to Penterra on non-conflicted matters. Accordingly, C&H and ABC may coordinate on the following categories of non-conflicted corporate matters relating to Penterra, provided that such matters do not implicate the merits, terms, strategy, or substance of the Proposed Transaction:
(i) SEC Periodic Reporting. Penterra's ongoing periodic reporting obligations under the Securities Exchange Act of 1934, as amended, including the preparation, review, and filing of Forms 10-K, 10-Q, and 8-K that are unrelated to the announcement, pendency, or consummation of the Proposed Transaction.
(ii) NYSE Listing Compliance. New York Stock Exchange listing compliance matters, including continued listing standards and corporate governance requirements, to the extent such matters are unrelated to the share issuance or other listing-related approvals contemplated by the proposed merger.
(iii) Routine Corporate Governance. Routine corporate governance matters, including annual meeting preparation, Board and committee scheduling, director onboarding, and corporate housekeeping matters (e.g., officer appointments, bylaw amendments) unrelated to Project Coriander.
(iv) Credit Facility Matters. Penterra's existing revolving credit facility with Greystone National Bank, N.A. (as administrative agent), to the extent that covenant compliance monitoring, amendment discussions, or borrowing base matters arise in the ordinary course of business and are separate from any draw intended to fund, in whole or in part, any consideration payable in connection with the Proposed Transaction.
(v) D&O Insurance. Directors' and officers' liability insurance matters with Northpoint Specialty Insurance Company (Policy No. NSI-DO-2023-88412), including renewal discussions, premium negotiations, and coverage questions, to the extent such matters do not specifically relate to claims, potential claims, or coverage disputes arising out of or in connection with the Proposed Transaction.
(vi) Transfer Agent Coordination. Routine coordination with Columnar Trust Services, Inc., as Penterra's transfer agent, on non-transaction matters, including stock plan administration, dividend payments, and stockholder record maintenance.
(vii) Other Routine Legal Matters. Other routine legal matters outside the scope of the Special Committee's mandate, including but not limited to commercial contracts, employment matters, intellectual property management, and regulatory compliance, as such matters arise in the ordinary course of Penterra's business.
B. Transaction-Adjacent Matters Requiring Protocol
The parties recognize that certain matters may arise during the pendency of the Proposed Transaction that are adjacent to or partially overlap with the Special Committee's mandate but are not exclusively within the Special Committee's purview. In such cases, the following specific protocols shall apply:
(i) Form 8-K Filing Upon Execution of the Merger Agreement. Upon execution of the merger agreement (if and when applicable), Penterra will be required to file a Current Report on Form 8-K with the Securities and Exchange Commission. Calderwood & Harkness LLP will prepare all disclosure in the Form 8-K relating to the Proposed Transaction, including the description of the merger agreement, the Special Committee process, and any required financial statements or pro forma information. ABC may assist with non-transaction portions of the Form 8-K filing (e.g., other reportable events occurring concurrently) only upon advance written notice to, and coordination with, C&H.
(ii) Preliminary Proxy Statement. If a stockholder vote is required in connection with the Proposed Transaction, a preliminary proxy statement will be prepared and filed with the SEC. C&H will lead the preparation of all transaction-related proxy disclosure, including the background of the merger, the Special Committee's reasons for its recommendation, the fairness opinion summary, and the description of the merger agreement. ABC may prepare non-transaction proxy disclosure sections (e.g., executive compensation tables, corporate governance disclosures, audit committee report) upon coordination with C&H, provided that C&H retains final review and approval authority over all transaction-related disclosure.
(iii) Proxy Solicitor Engagement. In the event that Hargrove Proxy Advisors, Inc. is engaged as proxy solicitor in connection with a stockholder vote on the Proposed Transaction, C&H will direct the scope of Hargrove's engagement as it relates to the transaction, including the solicitation strategy, stockholder communications, and vote tracking. ABC may coordinate with Hargrove on non-transaction annual meeting matters (e.g., director elections, say-on-pay proposals) in the ordinary course, provided that ABC does not communicate with Hargrove regarding the transaction vote or the merger proposal without C&H's prior written consent.
(iv) HSR Act / Antitrust Filing. Calderwood & Harkness LLP will manage all aspects of the Hart-Scott-Rodino Antitrust Improvements Act filing process, including the preparation and submission of the HSR notification form, responses to any second requests or other inquiries from the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, and all related communications with the antitrust enforcement agencies. ABC shall not communicate with the FTC or DOJ regarding the Proposed Transaction in any capacity.
C. Communication Channels
To ensure clarity and accountability, all coordination communications between C&H and ABC regarding the boundary between Project Coriander matters and non-conflicted matters shall be routed through the following designated contacts:
Calderwood & Harkness LLP:
•  Renata Vasquez, Partner (Responsible Partner)
•  Sophie Tremblay, Associate (Lead Associate)
Alcott, Barringer & Cole LLP:
•  Victoria Shen, Partner (Lead Partner, M&A)
All email communications between the designated contacts regarding coordination matters shall include the subject line designation "[Project Coriander — Coordination Protocol]" to facilitate tracking, identification, and segregation of such communications.
Neither firm shall copy Dr. Marcus Hale, Angela Whitmore, or Raymond Tusk on any coordination communications exchanged under this protocol. If either firm determines that a matter initially categorized as non-conflicted has become implicated by or intertwined with the Proposed Transaction, the designated contacts shall promptly confer to determine the appropriate treatment of that matter and, if necessary, to reassign responsibility consistent with this protocol.
VI. Handling of Pre-Existing Work Product
As noted above, ABC provided governance process advice to the Penterra Board between April 12, 2023 and June 2, 2023 — the date on which the Special Committee was formally constituted and Calderwood & Harkness LLP was engaged as independent counsel. During that period, ABC may have prepared memoranda, analyses, board presentations, governance frameworks, or other work product that relate to the Proposed Transaction, the conflicts analysis, or the Special Committee formation process.
To the extent that ABC prepared any such materials during the period described above, ABC shall provide copies of all such materials to Calderwood & Harkness LLP for the Special Committee's records within five (5) business days of the date of this letter — that is, no later than June 12, 2023. The delivery shall be made to Renata Vasquez and Sophie Tremblay by secure electronic transmission (encrypted email or secure file transfer), accompanied by a cover memorandum identifying the materials provided and the date on which each was prepared.
Upon delivery of such materials to C&H, ABC shall not retain separate copies of any transaction-related work product in its active files. Archived copies may be retained in accordance with ABC's document retention policies, provided that such archived copies are clearly marked as subject to the information barrier established by this protocol and are not accessible to ABC personnel working on non-conflicted Penterra matters without the prior written consent of C&H.
Calderwood & Harkness LLP will review the pre-existing ABC work product to determine its relevance to the Special Committee's mandate and will incorporate pertinent materials into the Project Coriander workspace. To the extent that any pre-existing ABC work product reflects legal analyses or recommendations that the Special Committee may wish to rely upon, the Special Committee will make that determination independently, with the advice of C&H.
VII. Duration of the Protocol
This recusal and coordination protocol shall remain in full force and effect from the date of this letter through the earliest to occur of the following:
(a) the closing of the Proposed Transaction (i.e., the consummation of the merger of Caliston BioSciences, Inc. with and into a wholly owned subsidiary of Penterra, or such other transaction structure as may be agreed);
(b) the termination of the Proposed Transaction pursuant to the terms of the merger agreement, or the abandonment of the Proposed Transaction by the Special Committee or the Penterra Board, as evidenced by a written resolution or other Board or Special Committee action; or
(c) the written agreement of Calderwood & Harkness LLP and Alcott, Barringer & Cole LLP, with the prior approval of the Special Committee, to modify or terminate this protocol.
Upon termination of this protocol, the information barrier restrictions described in Section IV shall survive with respect to any privileged Special Committee materials and work product, which shall remain confidential and subject to the attorney-client privilege of the Special Committee. Neither ABC nor any of its personnel shall use, disclose, or rely upon any Restricted Materials that may have been inadvertently received during the term of this protocol, and the confidentiality and privilege protections shall continue indefinitely, or until the Special Committee (or its successor in interest with respect to privilege) expressly waives such protections in writing.
VIII. Acknowledgment of Respective Roles
For the avoidance of doubt, the respective roles and responsibilities of Calderwood & Harkness LLP and Alcott, Barringer & Cole LLP are as follows:
Calderwood & Harkness LLP serves as independent counsel to the Special Committee of the Board of Directors of Penterra Pharmaceuticals Corp. In that capacity, C&H has sole authority and responsibility to advise the Special Committee on all aspects of the Proposed Transaction, including the evaluation of the strategic and financial merits of the acquisition, the negotiation of the terms and conditions of the merger agreement and ancillary documents, the preparation and review of all transaction documentation, the management of the due diligence process, the oversight of the antitrust review process, the preparation of transaction-related SEC filings, and the formulation and delivery of the Special Committee's recommendation to the full Board.
Alcott, Barringer & Cole LLP serves as regular outside counsel to Penterra Pharmaceuticals Corp. and its Board of Directors on all non-conflicted corporate matters. ABC is recused from all Project Coriander matters, as described in this letter, and shall not provide legal advice or other professional services in connection with the Proposed Transaction.
Representation of Dr. Hale. Neither Calderwood & Harkness LLP nor Alcott, Barringer & Cole LLP shall represent the individual interests of Dr. Marcus Hale in connection with the Proposed Transaction. Dr. Hale's personal interests — including, without limitation, his approximately 28.5% equity interest in Caliston, his board observer role at Caliston, and any other financial, contractual, or personal interests he may hold with respect to Caliston or the Proposed Transaction — are separate and distinct from the interests of Penterra and the Special Committee. Should Dr. Hale require individual legal counsel in connection with the Proposed Transaction, he should retain separate counsel at his own expense.
Caliston's Advisors. Caliston BioSciences, Inc. is represented by Whitfield Graves LLP (Kenneth Pratt, Lead Partner) and is advised on financial matters by Fendowell Sinclair & Co. (Sandra Wu, Managing Director). The following protocols shall govern communications with Caliston's counsel and financial advisor:
(a) Calderwood & Harkness LLP is authorized to communicate directly with Whitfield Graves LLP and Fendowell Sinclair & Co. on behalf of the Special Committee in connection with due diligence, negotiation of the merger agreement and ancillary documents, and all other aspects of the Proposed Transaction.
(b) Alcott, Barringer & Cole LLP shall not communicate with Whitfield Graves LLP or Fendowell Sinclair & Co. regarding the Proposed Transaction, the Special Committee's work, or any matter related to Project Coriander, without the prior written authorization of Calderwood & Harkness LLP.
IX. Confirmation Request
I respectfully request that you countersign this letter in the space provided below and return a signed copy to me by email (with the original to follow by first-class mail) to confirm Alcott, Barringer & Cole LLP's acknowledgment of and agreement to the recusal and coordination protocol set forth herein. Upon receipt of your countersignature, I will provide a copy of this fully executed letter to the Special Committee for its records, and the letter will be maintained in the Project Coriander workspace.
Please note that, until the countersignature is received, no copy of this letter will be distributed to the Special Committee members or to any other person outside of Calderwood & Harkness LLP, and at no time will any copy of this letter be provided to Dr. Marcus Hale, Angela Whitmore, Raymond Tusk, or any member of Penterra's management.
X. Closing
Victoria, I appreciate your cooperation, professionalism, and understanding in supporting the integrity of the Special Committee process. The procedural safeguards reflected in this protocol are critical to protecting the interests of Penterra's stockholders and ensuring that the Special Committee's work is conducted with the rigor and independence that Delaware law requires. I am confident that the framework set forth in this letter will allow our respective firms to work cooperatively and effectively in their distinct capacities during this important period.
Should you have any questions regarding this letter or the protocol described herein, please do not hesitate to contact me directly.
Renata Vasquez Calderwood & Harkness LLP 1700 Market Street, Suite 3400 Philadelphia, PA 19103 Direct Dial: (215) 854-7124
Email: rvasquez@calderwoodharkness.com
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner
Enclosures: None
cc (Internal Only — Calderwood & Harkness LLP):
Bernard Crawford, Partner, Calderwood & Harkness LLP Sophie Tremblay, Associate, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP
No copy to Special Committee members until countersigned. No copy to Dr. Marcus Hale, Angela Whitmore, Raymond Tusk, or any member of Penterra management.
COUNTERSIGNATURE PAGE
XI. Acknowledgment and Agreement
ACKNOWLEDGED AND AGREED:
The undersigned, on behalf of Alcott, Barringer & Cole LLP, hereby acknowledges receipt of the foregoing letter dated June 5, 2023 from Renata Vasquez of Calderwood & Harkness LLP and confirms Alcott, Barringer & Cole LLP's agreement to the recusal and coordination protocol set forth therein.
ALCOTT, BARRINGER & COLE LLP
By: ________
Name: Victoria Shen
Title: Partner
Date: ________

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

VIA EMAIL AND FIRST-CLASS MAIL

CALDERWOOD & HARKNESS LLP

COUNTERSIGNATURE PAGE

ACKNOWLEDGED AND AGREED:

ALCOTT, BARRINGER & COLE LLP

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