1018-00003 · Client 1018 · Engagement & Independence Protocol

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

Establishment of Special Committee of Independent Directors

June 2, 2023

Adopted by Unanimous Written Consent of the Independent Directors

Prepared by Calderwood & Harkness LLP, Independent Counsel to the Special Committee C&H Matter No. 1025-00006

The undersigned, being all of the independent members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company" or "Penterra"), acting by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.9 of the Company's Amended and Restated Bylaws, hereby adopt the following recitals and resolutions, effective as of June 2, 2023:

RECITALS

WHEREAS, Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 400 Innovation Drive, Suite 1200, Princeton, New Jersey 08540. The Company's shares of common stock, par value $0.001 per share ("Common Stock"), are listed on the New York Stock Exchange under the ticker symbol "PPHR." The Board of Directors of the Company presently consists of nine (9) members, six (6) of whom have been determined to be independent under the listing standards of the New York Stock Exchange (the "NYSE") and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

WHEREAS, on February 14, 2023, Dr. Marcus Hale, who serves as Chairman of the Board and Chief Executive Officer of the Company, presented to the Board a proposal for the Company to acquire one hundred percent (100%) of the outstanding equity interests of Caliston BioSciences, Inc. ("Caliston"), a privately held, clinical-stage biopharmaceutical company incorporated under the laws of the State of Delaware, with its principal office located at 88 Harbor Point Road, Cambridge, Massachusetts 02142. Dr. Hale proposed that such acquisition be effected by means of a one-step merger of Caliston with and into a wholly owned subsidiary of the Company, with the surviving entity continuing as a wholly owned subsidiary of Penterra (the "Proposed Transaction"). Dr. Hale indicated at such meeting that Caliston's lead product candidate, CBX-4109, is currently in Phase 2 clinical trials for the treatment of advanced hepatocellular carcinoma, and that the Proposed Transaction would, in Dr. Hale's view, complement the Company's existing oncology pipeline and commercial operations;

WHEREAS, in connection with his presentation of the Proposed Transaction, Dr. Hale disclosed to the Board on February 14, 2023, that he holds a twenty-eight and one-half percent (28.5%) equity interest in Caliston, which equity interest was acquired through personal investments aggregating approximately Forty-Two Million Dollars ($42,000,000) across Caliston's Seed Round (closed in March 2017), Series A financing round (closed in November 2018), and Series B financing round (closed in June 2020). Dr. Hale further disclosed that he has served in a non-voting capacity as a board observer of Caliston since September 2018, and that he has attended fourteen (14) of sixteen (16) meetings of the Caliston board of directors held during such period. As a result of his significant equity stake in Caliston and his ongoing involvement with Caliston's governance, Dr. Hale is deemed to have a material financial interest in the Proposed Transaction that is separate from, and potentially adverse to, the interests of the Company and its unaffiliated stockholders;

WHEREAS, Angela Whitmore, who serves as a director of the Company and as Executive Vice President, Commercial Operations, is the spouse of Dr. Evan Whitmore, who serves as Head of Clinical Development and a member of the board of directors of Caliston BioSciences, Inc. This spousal relationship creates an additional related-party interest in connection with the Proposed Transaction, insofar as Dr. Evan Whitmore may receive material financial benefits as a Caliston stockholder, option holder, or employee in connection with the consummation of the Proposed Transaction, and Angela Whitmore's familial relationship with Dr. Evan Whitmore may impair her ability to evaluate the Proposed Transaction in a disinterested and independent manner;

WHEREAS, Raymond Tusk, a director of the Company, was originally designated to the Board by Dr. Marcus Hale pursuant to the terms of a board nomination agreement entered into in connection with Dr. Hale's appointment as Chief Executive Officer in January 2016, and Mr. Tusk maintains a longstanding personal and professional relationship with Dr. Hale. For these reasons, the Board has determined that Mr. Tusk is not considered independent under applicable standards for purposes of evaluating the Proposed Transaction and should not participate in the Board's evaluation or deliberation regarding the Proposed Transaction;

WHEREAS, the Board discussed the potential conflicts of interest arising from the Proposed Transaction at its regularly scheduled meeting on March 8, 2023, at which time the Board acknowledged the need to establish an appropriate governance process to evaluate the Proposed Transaction and to ensure that the interests of the Company and its unaffiliated stockholders are adequately protected. Following such discussion, on April 12, 2023, the Board retained the law firm of Alcott, Barringer & Cole LLP, the Company's regular outside corporate counsel, to advise on governance process considerations and the formation of a special committee of independent directors. Alcott, Barringer & Cole LLP provided advice to the Board regarding best practices for the establishment and functioning of special committees in transactions involving conflicts of interest, including guidance on the selection of independent counsel and independent financial advisors. On May 15, 2023, the Board approved the formation of a special committee, effective upon the engagement of independent counsel to serve as dedicated legal counsel to such special committee;

WHEREAS, pursuant to Section 141(a) of the DGCL, the business and affairs of the Company are managed by or under the direction of the Board of Directors. Section 141(c)(2) of the DGCL authorizes the Board to designate one or more committees, each consisting of one or more directors, and to delegate to such committees the authority of the Board. Section 144 of the DGCL governs transactions involving interested directors and officers, and provides that no contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any entity in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for such reason, or solely because such director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, provided that certain conditions are met, including approval in good faith by a majority of the disinterested directors. The Board has determined that it is advisable and in the best interests of the Company and its stockholders to establish a special committee composed entirely of independent, disinterested directors to evaluate, negotiate, and make a recommendation with respect to the Proposed Transaction, in accordance with the standards established under Delaware fiduciary duty law, including the entire fairness doctrine as articulated by the Delaware Supreme Court in Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983), and its progeny, including Kahn v. Lynch Communication Systems, Inc., 638 A.2d 1110 (Del. 1994), Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) ("MFW"), and related authorities;

WHEREAS, the Board has determined, upon careful review and consideration, that each of Diane Prescott, James Okafor, and Dr. Helen Ng is independent under the listing standards of the New York Stock Exchange, including Section 303A.02 of the NYSE Listed Company Manual, and disinterested with respect to the Proposed Transaction, having no material financial interest in Caliston BioSciences, Inc. and no material relationship with Dr. Marcus Hale, Angela Whitmore, Dr. Evan Whitmore, or any stockholder, officer, director, or advisor of Caliston that would impair their ability to exercise independent judgment in evaluating the Proposed Transaction. In making this determination, the Board has considered, among other things, any business, financial, family, or social relationships between each such director, on the one hand, and Dr. Hale, the Whitmore family, Caliston, Caliston's principal investors (including Ridgeline Ventures, LP and Meridian Life Sciences Fund III, LP), and Caliston's advisors, on the other hand, and has concluded that no such relationship exists that is material or that would compromise the independence or disinterestedness of any such director;

WHEREAS, the law firm of Calderwood & Harkness LLP, located at 1700 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103, has been engaged as independent counsel to the Special Committee (as defined below). Calderwood & Harkness LLP has confirmed through its conflicts clearance process, completed on May 30, 2023, that it has no existing client relationships with Caliston BioSciences, Inc., Whitfield Graves LLP (counsel to Caliston), Fendowell Sinclair & Co. (financial advisor to Caliston), Ridgeline Ventures, LP, Meridian Life Sciences Fund III, LP, Dr. Marcus Hale (individually), Angela Whitmore (individually), Dr. Evan Whitmore (individually), Raymond Tusk (individually), or any other stockholder, officer, director, or advisor of Caliston that would create a conflict of interest or impair Calderwood & Harkness LLP's ability to provide independent legal advice to the Special Committee. Calderwood & Harkness LLP's engagement letter, dated June 2, 2023, has been executed by the Chair of the Special Committee on behalf of the Special Committee; and

WHEREAS, Alcott, Barringer & Cole LLP, the Company's regular outside corporate counsel, has been recused from advising the Special Committee in connection with the Proposed Transaction in order to preserve the independence of the Special Committee's evaluation process, given that Alcott, Barringer & Cole LLP has an ongoing engagement relationship with the Company and its management, including Dr. Marcus Hale in his capacity as Chief Executive Officer. Alcott, Barringer & Cole LLP will continue to advise the Company on matters unrelated to the Proposed Transaction and may advise the Board (exclusive of the Special Committee) on procedural matters relating to the Board's receipt of the Special Committee's recommendation, provided that Alcott, Barringer & Cole LLP shall not participate in, or have access to, the Special Committee's deliberations, analyses, or work product.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes a special committee of the Board of Directors of Penterra Pharmaceuticals Corp. (the "Special Committee"), consisting of three (3) independent, disinterested directors. The following directors are hereby appointed as members of the Special Committee:

(i) Diane Prescott (Chair) — Ms. Prescott is an independent director of the Company and has served on the Board since March 2019. Ms. Prescott is the former Chief Executive Officer of Windbridge Health Systems, Inc., a position she held from 2009 to 2018, and currently serves as a director of two other publicly traded companies. Ms. Prescott has extensive experience in the healthcare industry, including in connection with mergers, acquisitions, and strategic transactions;

(ii) James Okafor — Mr. Okafor is an independent director of the Company and has served on the Board since August 2020. Mr. Okafor is a retired Managing Director of Fielding Capital Partners, LLC, a healthcare-focused private equity firm, where he led or co-led over twenty (20) acquisitions during his tenure from 1997 to 2019. Mr. Okafor has significant experience in financial analysis, valuation, and deal structuring; and

(iii) Dr. Helen Ng — Dr. Ng is an independent director of the Company and has served on the Board since January 2021. Dr. Ng is a professor of pharmacology at Wexford University and formerly served as a member of the Oncologic Drugs Advisory Committee of the United States Food and Drug Administration. Dr. Ng brings deep scientific and clinical expertise relevant to the evaluation of Caliston's pipeline assets.

The Special Committee is hereby constituted effective as of June 2, 2023, and shall exercise the powers, duties, and authorities set forth in these resolutions and in the Special Committee Charter attached hereto as Exhibit A.

RESOLVED FURTHER, that Diane Prescott is hereby appointed Chair of the Special Committee. In her capacity as Chair, Ms. Prescott shall have the authority to convene meetings of the Special Committee, establish meeting agendas in consultation with the other members of the Special Committee and independent counsel, preside over all meetings of the Special Committee, and serve as the primary point of communication between the Special Committee and the full Board of Directors. The Chair shall also serve as the principal liaison between the Special Committee and its independent advisors, including Calderwood & Harkness LLP and any independent financial advisor engaged by the Special Committee. In the event of Ms. Prescott's unavailability, the Special Committee may designate another member to serve as acting Chair on a temporary basis.

RESOLVED FURTHER, that Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk (collectively, the "Recused Directors") are hereby recused from:

(a) all deliberations, discussions, and meetings of the Special Committee, including any formal meetings, informal sessions, telephonic conferences, or other communications among Special Committee members relating to the Proposed Transaction;

(b) access to all materials, documents, analyses, reports, memoranda, presentations, correspondence, draft agreements, and communications prepared for, by, or on behalf of the Special Committee or its advisors, including all materials maintained in the segregated document workspace designated as "Project Coriander" within the Company's document management system, and all attorney work product and attorney-client privileged communications of Calderwood & Harkness LLP on behalf of the Special Committee; and

(c) any vote on the Proposed Transaction at the Board level, until such time as the Special Committee has delivered its formal recommendation to the full Board and the Board acts thereon in accordance with these resolutions and applicable law.

Each of the Recused Directors shall comply with the information barrier protocols established pursuant to these resolutions and as further detailed in the Project Coriander Information Barrier Memorandum, dated June 2, 2023, prepared by Calderwood & Harkness LLP. The Recused Directors shall not, directly or indirectly, seek to obtain information regarding the Special Committee's deliberations, analyses, or recommendations, except to the extent that information is formally communicated to the full Board by the Special Committee through its Chair or through Calderwood & Harkness LLP.

RESOLVED FURTHER, that the Special Committee is hereby granted sole and exclusive authority with respect to the Proposed Transaction, including, without limitation, the authority to:

(a) Evaluate the Proposed Transaction, including the proposed acquisition of one hundred percent (100%) of the outstanding equity interests of Caliston BioSciences, Inc., on such terms and conditions as may be proposed, counterproposed, or negotiated, including the strategic rationale, financial merits, and potential risks associated with such acquisition, and any alternative structures or forms of consideration;

(b) Negotiate the financial, legal, and operational terms of the Proposed Transaction, including, without limitation, the aggregate purchase price, the form and mix of consideration (whether cash, stock, or a combination thereof), contingent value rights or earnout provisions, termination fees (including both Company and Caliston termination fees), reverse termination fees, representations and warranties, indemnification provisions (including survival periods, baskets, caps, and escrow arrangements), escrow provisions, closing conditions (including regulatory approvals and any stockholder approval requirements), non-competition and non-solicitation covenants, employment and retention arrangements for Caliston personnel, and all ancillary agreements, schedules, and exhibits;

(c) Retain independent advisors, including independent legal counsel (Calderwood & Harkness LLP, whose engagement is hereby ratified and approved) and one or more independent financial advisors, investment bankers, accountants, consultants, or other experts, at the Company's expense, as the Special Committee in its sole discretion deems necessary, appropriate, or advisable to discharge its duties under these resolutions. The Special Committee shall have sole authority to determine the scope and terms of any such engagement, and there shall be no fee cap, budget limitation, or other restriction on the Special Committee's authority to incur fees and expenses reasonably necessary to discharge its duties, it being understood that the Company shall bear all such fees and expenses as and when incurred;

(d) Recommend to the full Board the approval, modification, or rejection of the Proposed Transaction, and the full Board hereby agrees and acknowledges that it will not approve the Proposed Transaction without a prior favorable recommendation from the Special Committee. Any such recommendation shall be accompanied by a written report setting forth the Special Committee's analysis, findings, and conclusions, including, if applicable, the basis for any determination regarding the fairness or unfairness of the Proposed Transaction to the Company and its unaffiliated stockholders;

(e) Explore alternatives to the Proposed Transaction, including, without limitation, alternative acquisition targets, alternative strategic transactions (whether involving Caliston or other parties), internal organic development strategies, licensing or collaboration arrangements, or a determination to decline the Proposed Transaction entirely. The Special Committee is hereby vested with the full authority to determine that the Proposed Transaction is not in the best interests of the Company and its unaffiliated stockholders and to recommend that the Board decline to pursue or approve the Proposed Transaction (the "say no" power). The Board acknowledges and agrees that the Special Committee's exercise of the "say no" power shall be binding on the Board, and the Board shall not override or circumvent such determination;

(f) Direct the process of due diligence with respect to Caliston BioSciences, Inc. and the Proposed Transaction, including the scope, timing, and conduct of all due diligence activities. The Special Committee and its advisors shall have the authority to request and obtain information, documents, data, access to personnel, and access to facilities from Caliston, its counsel (Whitfield Graves LLP), its financial advisor (Fendowell Sinclair & Co.), its auditors, and any other party, whether directly or through the Company's officers and employees, as the Special Committee deems appropriate. The Special Committee shall also have the authority to engage independent technical, scientific, regulatory, or other consultants to assist in due diligence activities; and

(g) Determine whether the Proposed Transaction is fair to the Company and its unaffiliated stockholders, both as to price (substantive fairness) and as to process (procedural fairness), taking into account all relevant factors and circumstances, including the financial terms of the Proposed Transaction, the independence and integrity of the negotiation process, the availability and terms of alternative transactions, and the interests of the Company's unaffiliated stockholders.

The foregoing enumeration of specific authorities is not intended to limit the general authority of the Special Committee to take any and all actions that it determines, in its sole discretion and in consultation with its independent advisors, to be necessary, appropriate, or advisable in connection with the evaluation, negotiation, and determination of the Proposed Transaction.

RESOLVED FURTHER, that the engagement of Calderwood & Harkness LLP as independent counsel to the Special Committee, pursuant to the engagement letter dated June 2, 2023, is hereby ratified and approved in all respects. The engagement team at Calderwood & Harkness LLP shall consist of the following attorneys:

• Renata Vasquez, Partner — Responsible Partner for the engagement

• Bernard Crawford, Partner — Billing Partner for the engagement

• Sophie Tremblay, Senior Associate — Lead Associate for the engagement

• Daniel Obi, Associate — Working Associate for the engagement

The fee arrangement for the engagement of Calderwood & Harkness LLP shall be as follows: hourly billing at blended rates of One Thousand Twenty-Five Dollars ($1,025) per hour for partners and Six Hundred Twenty-Five Dollars ($625) per hour for associates; a Seventy-Five Thousand Dollar ($75,000) evergreen retainer, to be replenished as drawn against; and monthly invoicing to the Company. There shall be no fee cap or limitation on the aggregate fees to be incurred by Calderwood & Harkness LLP in connection with this engagement, it being understood and agreed that the Company shall pay all fees and expenses of Calderwood & Harkness LLP as and when incurred, promptly upon receipt of invoices. Calderwood & Harkness LLP shall report and be responsible solely to the Special Committee, and not to any individual director, officer, or employee of the Company.

RESOLVED FURTHER, that the Special Committee is hereby authorized to engage an independent financial advisor of its choosing, in its sole discretion, to conduct independent valuation analyses of Caliston BioSciences, Inc. and the Proposed Transaction, and, if appropriate, to render a fairness opinion with respect to the financial terms of the Proposed Transaction to the Company and its unaffiliated stockholders. All fees and expenses of such independent financial advisor shall be borne by the Company, and the Company shall promptly pay all such fees and expenses as and when incurred. The Special Committee shall have sole authority to select, engage, and direct the work of such financial advisor, and the financial advisor shall report and be responsible solely to the Special Committee.

Note for the record: Thorngate Partners LLC, located at 590 Madison Avenue, 22nd Floor, New York, New York 10022, was subsequently engaged by the Special Committee as its independent financial advisor on June 16, 2023, pursuant to an engagement letter executed by the Chair of the Special Committee on behalf of the Special Committee.

RESOLVED FURTHER, that an information barrier is hereby established between (i) the Special Committee and its advisors (including Calderwood & Harkness LLP, any independent financial advisor engaged by the Special Committee, and any other advisors or consultants retained by the Special Committee) and (ii) Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk (collectively, the "Recused Directors"), effective immediately. The information barrier shall be implemented and maintained in accordance with the following protocols:

(a) All Special Committee materials, including but not limited to meeting agendas, minutes, memoranda, presentations, financial analyses, draft agreements, correspondence, and attorney work product, shall be maintained in a segregated workspace designated as "Project Coriander" within the Company's document management system. Access to the Project Coriander workspace shall be restricted solely to Special Committee members, authorized personnel of Calderwood & Harkness LLP, authorized personnel of any independent financial advisor engaged by the Special Committee, and such other persons as the Special Committee may expressly authorize in writing;

(b) The Recused Directors shall not have access to, and shall not be provided with, any materials maintained in the Project Coriander workspace or any other materials prepared for or by the Special Committee or its advisors, unless and until the Special Committee determines, in its sole discretion, that disclosure of specific information to the Recused Directors or the full Board is appropriate;

(c) The Company's officers and employees, including Chief Financial Officer Priya Anand and General Counsel and Corporate Secretary Lawrence Whittaker, shall cooperate fully and promptly with all information requests from the Special Committee and its advisors. All such requests shall be routed through Calderwood & Harkness LLP to ensure appropriate tracking and documentation of information flows; and

(d) Lawrence Whittaker, as General Counsel and Corporate Secretary of the Company, shall take all steps reasonably necessary to implement and maintain the information barrier, including the issuance of appropriate instructions to the Company's information technology personnel regarding access restrictions for the Project Coriander workspace.

RESOLVED FURTHER, that a quorum of the Special Committee shall consist of two (2) of its three (3) members. All actions and recommendations of the Special Committee shall require the affirmative vote of a majority of the members present at a duly convened meeting at which a quorum is present. Meetings of the Special Committee may be held in person, by telephone conference, by video conference, or by any other means of communication by which all members participating may simultaneously hear each other, as permitted under Section 141(i) of the DGCL and the Company's Amended and Restated Bylaws. The Special Committee may also act by unanimous written consent in lieu of a meeting, in accordance with Section 141(f) of the DGCL. The Special Committee shall maintain minutes of all meetings and records of all actions taken by written consent, which minutes and records shall be maintained in the Project Coriander workspace and shall constitute part of the books and records of the Company.

RESOLVED FURTHER, that each member of the Special Committee shall receive such additional compensation for service on the Special Committee as the Board may determine, which compensation shall be in addition to any compensation otherwise payable to such member for service as a director of the Company. Such compensation shall not be contingent upon the outcome or approval of the Proposed Transaction, or upon any recommendation made by the Special Committee, in order to preserve the independence and disinterestedness of the Special Committee members. The Board shall determine the amount and form of such compensation by separate resolution, taking into account the anticipated time commitment and responsibilities associated with service on the Special Committee.

RESOLVED FURTHER, that the Special Committee shall continue in existence until the earliest of: (a) the delivery and acceptance by the full Board of Directors of the Special Committee's formal recommendation regarding the Proposed Transaction, together with any accompanying report, analysis, or fairness opinion, and the Board's action thereon; (b) the termination, abandonment, or withdrawal of the Proposed Transaction by any party thereto, as determined by the Special Committee in consultation with its advisors; or (c) the dissolution of the Special Committee by resolution of the Board of Directors, adopted upon the prior recommendation of the Special Committee. The Board acknowledges and agrees that it shall not dissolve the Special Committee over the objection of the Special Committee or without the Special Committee's prior recommendation. Upon the dissolution or termination of the Special Committee, all records, materials, and work product of the Special Committee shall be preserved as part of the books and records of the Company and shall be subject to appropriate confidentiality protections.

RESOLVED FURTHER, that the Special Committee Charter, in the form prepared by Calderwood & Harkness LLP and attached hereto as Exhibit A (the "Charter"), is hereby adopted, and the Special Committee shall operate in accordance with its terms. The Charter sets forth in further detail the purpose, composition, authority, responsibilities, and procedures of the Special Committee, and is incorporated herein by reference. In the event of any conflict between the terms of these resolutions and the terms of the Charter, these resolutions shall control.

RESOLVED FURTHER, that all actions heretofore taken by any director or officer of the Company in connection with the formation of the Special Committee, the engagement of Calderwood & Harkness LLP, the retention of Alcott, Barringer & Cole LLP for advice on governance process and special committee formation, the preliminary evaluation of the Proposed Transaction, and any other matters contemplated by or related to the foregoing resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

RESOLVED FURTHER, that the officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the Corporate Secretary, are hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver such documents, instruments, certificates, and agreements, to make such filings and submissions, and to take such further actions as any such officer may deem necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, the execution thereof by such officer to be conclusive evidence of such officer's approval and of the Company's approval of any such document, instrument, certificate, agreement, filing, submission, or action.

SIGNATURES AND ATTESTATION

The undersigned, being all of the independent members of the Board of Directors of Penterra Pharmaceuticals Corp., hereby execute this Unanimous Written Consent effective as of June 2, 2023.

Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk, each being a Recused Director, were recused from and did not participate in the deliberation, discussion, or vote on the foregoing resolutions, in accordance with the recusal provisions set forth herein.

INDEPENDENT DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Diane Prescott

Title: Independent Director; Chair of the Special Committee

Date: ________

By: ________

Name: James Okafor

Title: Independent Director; Member of the Special Committee

Date: ________

By: ________

Name: Dr. Helen Ng

Title: Independent Director; Member of the Special Committee

Date: ________

By: ________

Name: Patricia Langford

Title: Independent Director

Date: ________

By: ________

Name: Robert Chen-Ramirez

Title: Independent Director

Date: ________

By: ________

Name: Dr. Katherine Ellsworth

Title: Independent Director

Date: ________

Adopted by unanimous vote of the six (6) independent directors of the Board of Directors of Penterra Pharmaceuticals Corp. Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk were recused and did not participate in the deliberation, discussion, or vote on the foregoing resolutions.

CERTIFICATE OF THE CORPORATE SECRETARY

I, Lawrence Whittaker, General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company"), hereby certify that:

1. The foregoing Resolutions of the Board of Directors of Penterra Pharmaceuticals Corp. regarding the Establishment of a Special Committee of Independent Directors were duly adopted by the unanimous written consent of all six (6) independent directors of the Board of Directors of the Company, effective as of June 2, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.9 of the Company's Amended and Restated Bylaws.

2. Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk, each having been identified as a Recused Director, were recused from and did not participate in the deliberation, discussion, or vote on the foregoing resolutions.

3. The foregoing resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

4. The Special Committee Charter, attached hereto as Exhibit A, was duly adopted in connection with the foregoing resolutions and remains in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Penterra Pharmaceuticals Corp. this 2nd day of June, 2023.

________________________________________

Lawrence Whittaker General Counsel and Corporate Secretary Penterra Pharmaceuticals Corp.

Date: June 2, 2023

[CORPORATE SEAL]

EXHIBIT A

SPECIAL COMMITTEE CHARTER

The full text of the Special Committee Charter of the Special Committee of Independent Directors of the Board of Directors of Penterra Pharmaceuticals Corp., as prepared by Calderwood & Harkness LLP and adopted pursuant to the Resolutions dated June 2, 2023, is maintained as a standalone document and is incorporated herein by this reference. A copy of the Charter has been delivered to each member of the Special Committee and to Calderwood & Harkness LLP.

The Charter sets forth, among other things, the purpose, composition, authority, responsibilities, meeting procedures, reporting obligations, and termination provisions of the Special Committee, and governs the Special Committee's operations in connection with the evaluation, negotiation, and determination of the Proposed Transaction (as defined in the foregoing Resolutions).

Calderwood & Harkness LLP — C&H Matter No. 1025-00006 Engagement Partner: Renata Vasquez 1700 Market Street, Suite 3400, Philadelphia, PA 19103

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.
Establishment of Special Committee of Independent Directors
June 2, 2023
Adopted by Unanimous Written Consent of the Independent Directors
Prepared by Calderwood & Harkness LLP, Independent Counsel to the Special Committee C&H Matter No. 1025-00006
The undersigned, being all of the independent members of the Board of Directors (the "Board") of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company" or "Penterra"), acting by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.9 of the Company's Amended and Restated Bylaws, hereby adopt the following recitals and resolutions, effective as of June 2, 2023:
RECITALS
WHEREAS, Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 400 Innovation Drive, Suite 1200, Princeton, New Jersey 08540. The Company's shares of common stock, par value $0.001 per share ("Common Stock"), are listed on the New York Stock Exchange under the ticker symbol "PPHR." The Board of Directors of the Company presently consists of nine (9) members, six (6) of whom have been determined to be independent under the listing standards of the New York Stock Exchange (the "NYSE") and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
WHEREAS, on February 14, 2023, Dr. Marcus Hale, who serves as Chairman of the Board and Chief Executive Officer of the Company, presented to the Board a proposal for the Company to acquire one hundred percent (100%) of the outstanding equity interests of Caliston BioSciences, Inc. ("Caliston"), a privately held, clinical-stage biopharmaceutical company incorporated under the laws of the State of Delaware, with its principal office located at 88 Harbor Point Road, Cambridge, Massachusetts 02142. Dr. Hale proposed that such acquisition be effected by means of a one-step merger of Caliston with and into a wholly owned subsidiary of the Company, with the surviving entity continuing as a wholly owned subsidiary of Penterra (the "Proposed Transaction"). Dr. Hale indicated at such meeting that Caliston's lead product candidate, CBX-4109, is currently in Phase 2 clinical trials for the treatment of advanced hepatocellular carcinoma, and that the Proposed Transaction would, in Dr. Hale's view, complement the Company's existing oncology pipeline and commercial operations;
WHEREAS, in connection with his presentation of the Proposed Transaction, Dr. Hale disclosed to the Board on February 14, 2023, that he holds a twenty-eight and one-half percent (28.5%) equity interest in Caliston, which equity interest was acquired through personal investments aggregating approximately Forty-Two Million Dollars ($42,000,000) across Caliston's Seed Round (closed in March 2017), Series A financing round (closed in November 2018), and Series B financing round (closed in June 2020). Dr. Hale further disclosed that he has served in a non-voting capacity as a board observer of Caliston since September 2018, and that he has attended fourteen (14) of sixteen (16) meetings of the Caliston board of directors held during such period. As a result of his significant equity stake in Caliston and his ongoing involvement with Caliston's governance, Dr. Hale is deemed to have a material financial interest in the Proposed Transaction that is separate from, and potentially adverse to, the interests of the Company and its unaffiliated stockholders;
WHEREAS, Angela Whitmore, who serves as a director of the Company and as Executive Vice President, Commercial Operations, is the spouse of Dr. Evan Whitmore, who serves as Head of Clinical Development and a member of the board of directors of Caliston BioSciences, Inc. This spousal relationship creates an additional related-party interest in connection with the Proposed Transaction, insofar as Dr. Evan Whitmore may receive material financial benefits as a Caliston stockholder, option holder, or employee in connection with the consummation of the Proposed Transaction, and Angela Whitmore's familial relationship with Dr. Evan Whitmore may impair her ability to evaluate the Proposed Transaction in a disinterested and independent manner;
WHEREAS, Raymond Tusk, a director of the Company, was originally designated to the Board by Dr. Marcus Hale pursuant to the terms of a board nomination agreement entered into in connection with Dr. Hale's appointment as Chief Executive Officer in January 2016, and Mr. Tusk maintains a longstanding personal and professional relationship with Dr. Hale. For these reasons, the Board has determined that Mr. Tusk is not considered independent under applicable standards for purposes of evaluating the Proposed Transaction and should not participate in the Board's evaluation or deliberation regarding the Proposed Transaction;
WHEREAS, the Board discussed the potential conflicts of interest arising from the Proposed Transaction at its regularly scheduled meeting on March 8, 2023, at which time the Board acknowledged the need to establish an appropriate governance process to evaluate the Proposed Transaction and to ensure that the interests of the Company and its unaffiliated stockholders are adequately protected. Following such discussion, on April 12, 2023, the Board retained the law firm of Alcott, Barringer & Cole LLP, the Company's regular outside corporate counsel, to advise on governance process considerations and the formation of a special committee of independent directors. Alcott, Barringer & Cole LLP provided advice to the Board regarding best practices for the establishment and functioning of special committees in transactions involving conflicts of interest, including guidance on the selection of independent counsel and independent financial advisors. On May 15, 2023, the Board approved the formation of a special committee, effective upon the engagement of independent counsel to serve as dedicated legal counsel to such special committee;
WHEREAS, pursuant to Section 141(a) of the DGCL, the business and affairs of the Company are managed by or under the direction of the Board of Directors. Section 141(c)(2) of the DGCL authorizes the Board to designate one or more committees, each consisting of one or more directors, and to delegate to such committees the authority of the Board. Section 144 of the DGCL governs transactions involving interested directors and officers, and provides that no contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any entity in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for such reason, or solely because such director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, provided that certain conditions are met, including approval in good faith by a majority of the disinterested directors. The Board has determined that it is advisable and in the best interests of the Company and its stockholders to establish a special committee composed entirely of independent, disinterested directors to evaluate, negotiate, and make a recommendation with respect to the Proposed Transaction, in accordance with the standards established under Delaware fiduciary duty law, including the entire fairness doctrine as articulated by the Delaware Supreme Court in Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983), and its progeny, including Kahn v. Lynch Communication Systems, Inc., 638 A.2d 1110 (Del. 1994), Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) ("MFW"), and related authorities;
WHEREAS, the Board has determined, upon careful review and consideration, that each of Diane Prescott, James Okafor, and Dr. Helen Ng is independent under the listing standards of the New York Stock Exchange, including Section 303A.02 of the NYSE Listed Company Manual, and disinterested with respect to the Proposed Transaction, having no material financial interest in Caliston BioSciences, Inc. and no material relationship with Dr. Marcus Hale, Angela Whitmore, Dr. Evan Whitmore, or any stockholder, officer, director, or advisor of Caliston that would impair their ability to exercise independent judgment in evaluating the Proposed Transaction. In making this determination, the Board has considered, among other things, any business, financial, family, or social relationships between each such director, on the one hand, and Dr. Hale, the Whitmore family, Caliston, Caliston's principal investors (including Ridgeline Ventures, LP and Meridian Life Sciences Fund III, LP), and Caliston's advisors, on the other hand, and has concluded that no such relationship exists that is material or that would compromise the independence or disinterestedness of any such director;
WHEREAS, the law firm of Calderwood & Harkness LLP, located at 1700 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103, has been engaged as independent counsel to the Special Committee (as defined below). Calderwood & Harkness LLP has confirmed through its conflicts clearance process, completed on May 30, 2023, that it has no existing client relationships with Caliston BioSciences, Inc., Whitfield Graves LLP (counsel to Caliston), Fendowell Sinclair & Co. (financial advisor to Caliston), Ridgeline Ventures, LP, Meridian Life Sciences Fund III, LP, Dr. Marcus Hale (individually), Angela Whitmore (individually), Dr. Evan Whitmore (individually), Raymond Tusk (individually), or any other stockholder, officer, director, or advisor of Caliston that would create a conflict of interest or impair Calderwood & Harkness LLP's ability to provide independent legal advice to the Special Committee. Calderwood & Harkness LLP's engagement letter, dated June 2, 2023, has been executed by the Chair of the Special Committee on behalf of the Special Committee; and
WHEREAS, Alcott, Barringer & Cole LLP, the Company's regular outside corporate counsel, has been recused from advising the Special Committee in connection with the Proposed Transaction in order to preserve the independence of the Special Committee's evaluation process, given that Alcott, Barringer & Cole LLP has an ongoing engagement relationship with the Company and its management, including Dr. Marcus Hale in his capacity as Chief Executive Officer. Alcott, Barringer & Cole LLP will continue to advise the Company on matters unrelated to the Proposed Transaction and may advise the Board (exclusive of the Special Committee) on procedural matters relating to the Board's receipt of the Special Committee's recommendation, provided that Alcott, Barringer & Cole LLP shall not participate in, or have access to, the Special Committee's deliberations, analyses, or work product.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes a special committee of the Board of Directors of Penterra Pharmaceuticals Corp. (the "Special Committee"), consisting of three (3) independent, disinterested directors. The following directors are hereby appointed as members of the Special Committee:
(i) Diane Prescott (Chair) — Ms. Prescott is an independent director of the Company and has served on the Board since March 2019. Ms. Prescott is the former Chief Executive Officer of Windbridge Health Systems, Inc., a position she held from 2009 to 2018, and currently serves as a director of two other publicly traded companies. Ms. Prescott has extensive experience in the healthcare industry, including in connection with mergers, acquisitions, and strategic transactions;
(ii) James Okafor — Mr. Okafor is an independent director of the Company and has served on the Board since August 2020. Mr. Okafor is a retired Managing Director of Fielding Capital Partners, LLC, a healthcare-focused private equity firm, where he led or co-led over twenty (20) acquisitions during his tenure from 1997 to 2019. Mr. Okafor has significant experience in financial analysis, valuation, and deal structuring; and
(iii) Dr. Helen Ng — Dr. Ng is an independent director of the Company and has served on the Board since January 2021. Dr. Ng is a professor of pharmacology at Wexford University and formerly served as a member of the Oncologic Drugs Advisory Committee of the United States Food and Drug Administration. Dr. Ng brings deep scientific and clinical expertise relevant to the evaluation of Caliston's pipeline assets.
The Special Committee is hereby constituted effective as of June 2, 2023, and shall exercise the powers, duties, and authorities set forth in these resolutions and in the Special Committee Charter attached hereto as Exhibit A.
RESOLVED FURTHER, that Diane Prescott is hereby appointed Chair of the Special Committee. In her capacity as Chair, Ms. Prescott shall have the authority to convene meetings of the Special Committee, establish meeting agendas in consultation with the other members of the Special Committee and independent counsel, preside over all meetings of the Special Committee, and serve as the primary point of communication between the Special Committee and the full Board of Directors. The Chair shall also serve as the principal liaison between the Special Committee and its independent advisors, including Calderwood & Harkness LLP and any independent financial advisor engaged by the Special Committee. In the event of Ms. Prescott's unavailability, the Special Committee may designate another member to serve as acting Chair on a temporary basis.
RESOLVED FURTHER, that Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk (collectively, the "Recused Directors") are hereby recused from:
(a) all deliberations, discussions, and meetings of the Special Committee, including any formal meetings, informal sessions, telephonic conferences, or other communications among Special Committee members relating to the Proposed Transaction;
(b) access to all materials, documents, analyses, reports, memoranda, presentations, correspondence, draft agreements, and communications prepared for, by, or on behalf of the Special Committee or its advisors, including all materials maintained in the segregated document workspace designated as "Project Coriander" within the Company's document management system, and all attorney work product and attorney-client privileged communications of Calderwood & Harkness LLP on behalf of the Special Committee; and
(c) any vote on the Proposed Transaction at the Board level, until such time as the Special Committee has delivered its formal recommendation to the full Board and the Board acts thereon in accordance with these resolutions and applicable law.
Each of the Recused Directors shall comply with the information barrier protocols established pursuant to these resolutions and as further detailed in the Project Coriander Information Barrier Memorandum, dated June 2, 2023, prepared by Calderwood & Harkness LLP. The Recused Directors shall not, directly or indirectly, seek to obtain information regarding the Special Committee's deliberations, analyses, or recommendations, except to the extent that information is formally communicated to the full Board by the Special Committee through its Chair or through Calderwood & Harkness LLP.
RESOLVED FURTHER, that the Special Committee is hereby granted sole and exclusive authority with respect to the Proposed Transaction, including, without limitation, the authority to:
(a) Evaluate the Proposed Transaction, including the proposed acquisition of one hundred percent (100%) of the outstanding equity interests of Caliston BioSciences, Inc., on such terms and conditions as may be proposed, counterproposed, or negotiated, including the strategic rationale, financial merits, and potential risks associated with such acquisition, and any alternative structures or forms of consideration;
(b) Negotiate the financial, legal, and operational terms of the Proposed Transaction, including, without limitation, the aggregate purchase price, the form and mix of consideration (whether cash, stock, or a combination thereof), contingent value rights or earnout provisions, termination fees (including both Company and Caliston termination fees), reverse termination fees, representations and warranties, indemnification provisions (including survival periods, baskets, caps, and escrow arrangements), escrow provisions, closing conditions (including regulatory approvals and any stockholder approval requirements), non-competition and non-solicitation covenants, employment and retention arrangements for Caliston personnel, and all ancillary agreements, schedules, and exhibits;
(c) Retain independent advisors, including independent legal counsel (Calderwood & Harkness LLP, whose engagement is hereby ratified and approved) and one or more independent financial advisors, investment bankers, accountants, consultants, or other experts, at the Company's expense, as the Special Committee in its sole discretion deems necessary, appropriate, or advisable to discharge its duties under these resolutions. The Special Committee shall have sole authority to determine the scope and terms of any such engagement, and there shall be no fee cap, budget limitation, or other restriction on the Special Committee's authority to incur fees and expenses reasonably necessary to discharge its duties, it being understood that the Company shall bear all such fees and expenses as and when incurred;
(d) Recommend to the full Board the approval, modification, or rejection of the Proposed Transaction, and the full Board hereby agrees and acknowledges that it will not approve the Proposed Transaction without a prior favorable recommendation from the Special Committee. Any such recommendation shall be accompanied by a written report setting forth the Special Committee's analysis, findings, and conclusions, including, if applicable, the basis for any determination regarding the fairness or unfairness of the Proposed Transaction to the Company and its unaffiliated stockholders;
(e) Explore alternatives to the Proposed Transaction, including, without limitation, alternative acquisition targets, alternative strategic transactions (whether involving Caliston or other parties), internal organic development strategies, licensing or collaboration arrangements, or a determination to decline the Proposed Transaction entirely. The Special Committee is hereby vested with the full authority to determine that the Proposed Transaction is not in the best interests of the Company and its unaffiliated stockholders and to recommend that the Board decline to pursue or approve the Proposed Transaction (the "say no" power). The Board acknowledges and agrees that the Special Committee's exercise of the "say no" power shall be binding on the Board, and the Board shall not override or circumvent such determination;
(f) Direct the process of due diligence with respect to Caliston BioSciences, Inc. and the Proposed Transaction, including the scope, timing, and conduct of all due diligence activities. The Special Committee and its advisors shall have the authority to request and obtain information, documents, data, access to personnel, and access to facilities from Caliston, its counsel (Whitfield Graves LLP), its financial advisor (Fendowell Sinclair & Co.), its auditors, and any other party, whether directly or through the Company's officers and employees, as the Special Committee deems appropriate. The Special Committee shall also have the authority to engage independent technical, scientific, regulatory, or other consultants to assist in due diligence activities; and
(g) Determine whether the Proposed Transaction is fair to the Company and its unaffiliated stockholders, both as to price (substantive fairness) and as to process (procedural fairness), taking into account all relevant factors and circumstances, including the financial terms of the Proposed Transaction, the independence and integrity of the negotiation process, the availability and terms of alternative transactions, and the interests of the Company's unaffiliated stockholders.
The foregoing enumeration of specific authorities is not intended to limit the general authority of the Special Committee to take any and all actions that it determines, in its sole discretion and in consultation with its independent advisors, to be necessary, appropriate, or advisable in connection with the evaluation, negotiation, and determination of the Proposed Transaction.
RESOLVED FURTHER, that the engagement of Calderwood & Harkness LLP as independent counsel to the Special Committee, pursuant to the engagement letter dated June 2, 2023, is hereby ratified and approved in all respects. The engagement team at Calderwood & Harkness LLP shall consist of the following attorneys:
•  Renata Vasquez, Partner — Responsible Partner for the engagement
•  Bernard Crawford, Partner — Billing Partner for the engagement
•  Sophie Tremblay, Senior Associate — Lead Associate for the engagement
•  Daniel Obi, Associate — Working Associate for the engagement
The fee arrangement for the engagement of Calderwood & Harkness LLP shall be as follows: hourly billing at blended rates of One Thousand Twenty-Five Dollars ($1,025) per hour for partners and Six Hundred Twenty-Five Dollars ($625) per hour for associates; a Seventy-Five Thousand Dollar ($75,000) evergreen retainer, to be replenished as drawn against; and monthly invoicing to the Company. There shall be no fee cap or limitation on the aggregate fees to be incurred by Calderwood & Harkness LLP in connection with this engagement, it being understood and agreed that the Company shall pay all fees and expenses of Calderwood & Harkness LLP as and when incurred, promptly upon receipt of invoices. Calderwood & Harkness LLP shall report and be responsible solely to the Special Committee, and not to any individual director, officer, or employee of the Company.
RESOLVED FURTHER, that the Special Committee is hereby authorized to engage an independent financial advisor of its choosing, in its sole discretion, to conduct independent valuation analyses of Caliston BioSciences, Inc. and the Proposed Transaction, and, if appropriate, to render a fairness opinion with respect to the financial terms of the Proposed Transaction to the Company and its unaffiliated stockholders. All fees and expenses of such independent financial advisor shall be borne by the Company, and the Company shall promptly pay all such fees and expenses as and when incurred. The Special Committee shall have sole authority to select, engage, and direct the work of such financial advisor, and the financial advisor shall report and be responsible solely to the Special Committee.
Note for the record: Thorngate Partners LLC, located at 590 Madison Avenue, 22nd Floor, New York, New York 10022, was subsequently engaged by the Special Committee as its independent financial advisor on June 16, 2023, pursuant to an engagement letter executed by the Chair of the Special Committee on behalf of the Special Committee.
RESOLVED FURTHER, that an information barrier is hereby established between (i) the Special Committee and its advisors (including Calderwood & Harkness LLP, any independent financial advisor engaged by the Special Committee, and any other advisors or consultants retained by the Special Committee) and (ii) Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk (collectively, the "Recused Directors"), effective immediately. The information barrier shall be implemented and maintained in accordance with the following protocols:
(a) All Special Committee materials, including but not limited to meeting agendas, minutes, memoranda, presentations, financial analyses, draft agreements, correspondence, and attorney work product, shall be maintained in a segregated workspace designated as "Project Coriander" within the Company's document management system. Access to the Project Coriander workspace shall be restricted solely to Special Committee members, authorized personnel of Calderwood & Harkness LLP, authorized personnel of any independent financial advisor engaged by the Special Committee, and such other persons as the Special Committee may expressly authorize in writing;
(b) The Recused Directors shall not have access to, and shall not be provided with, any materials maintained in the Project Coriander workspace or any other materials prepared for or by the Special Committee or its advisors, unless and until the Special Committee determines, in its sole discretion, that disclosure of specific information to the Recused Directors or the full Board is appropriate;
(c) The Company's officers and employees, including Chief Financial Officer Priya Anand and General Counsel and Corporate Secretary Lawrence Whittaker, shall cooperate fully and promptly with all information requests from the Special Committee and its advisors. All such requests shall be routed through Calderwood & Harkness LLP to ensure appropriate tracking and documentation of information flows; and
(d) Lawrence Whittaker, as General Counsel and Corporate Secretary of the Company, shall take all steps reasonably necessary to implement and maintain the information barrier, including the issuance of appropriate instructions to the Company's information technology personnel regarding access restrictions for the Project Coriander workspace.
RESOLVED FURTHER, that a quorum of the Special Committee shall consist of two (2) of its three (3) members. All actions and recommendations of the Special Committee shall require the affirmative vote of a majority of the members present at a duly convened meeting at which a quorum is present. Meetings of the Special Committee may be held in person, by telephone conference, by video conference, or by any other means of communication by which all members participating may simultaneously hear each other, as permitted under Section 141(i) of the DGCL and the Company's Amended and Restated Bylaws. The Special Committee may also act by unanimous written consent in lieu of a meeting, in accordance with Section 141(f) of the DGCL. The Special Committee shall maintain minutes of all meetings and records of all actions taken by written consent, which minutes and records shall be maintained in the Project Coriander workspace and shall constitute part of the books and records of the Company.
RESOLVED FURTHER, that each member of the Special Committee shall receive such additional compensation for service on the Special Committee as the Board may determine, which compensation shall be in addition to any compensation otherwise payable to such member for service as a director of the Company. Such compensation shall not be contingent upon the outcome or approval of the Proposed Transaction, or upon any recommendation made by the Special Committee, in order to preserve the independence and disinterestedness of the Special Committee members. The Board shall determine the amount and form of such compensation by separate resolution, taking into account the anticipated time commitment and responsibilities associated with service on the Special Committee.
RESOLVED FURTHER, that the Special Committee shall continue in existence until the earliest of: (a) the delivery and acceptance by the full Board of Directors of the Special Committee's formal recommendation regarding the Proposed Transaction, together with any accompanying report, analysis, or fairness opinion, and the Board's action thereon; (b) the termination, abandonment, or withdrawal of the Proposed Transaction by any party thereto, as determined by the Special Committee in consultation with its advisors; or (c) the dissolution of the Special Committee by resolution of the Board of Directors, adopted upon the prior recommendation of the Special Committee. The Board acknowledges and agrees that it shall not dissolve the Special Committee over the objection of the Special Committee or without the Special Committee's prior recommendation. Upon the dissolution or termination of the Special Committee, all records, materials, and work product of the Special Committee shall be preserved as part of the books and records of the Company and shall be subject to appropriate confidentiality protections.
RESOLVED FURTHER, that the Special Committee Charter, in the form prepared by Calderwood & Harkness LLP and attached hereto as Exhibit A (the "Charter"), is hereby adopted, and the Special Committee shall operate in accordance with its terms. The Charter sets forth in further detail the purpose, composition, authority, responsibilities, and procedures of the Special Committee, and is incorporated herein by reference. In the event of any conflict between the terms of these resolutions and the terms of the Charter, these resolutions shall control.
RESOLVED FURTHER, that all actions heretofore taken by any director or officer of the Company in connection with the formation of the Special Committee, the engagement of Calderwood & Harkness LLP, the retention of Alcott, Barringer & Cole LLP for advice on governance process and special committee formation, the preliminary evaluation of the Proposed Transaction, and any other matters contemplated by or related to the foregoing resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
RESOLVED FURTHER, that the officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the Corporate Secretary, are hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver such documents, instruments, certificates, and agreements, to make such filings and submissions, and to take such further actions as any such officer may deem necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, the execution thereof by such officer to be conclusive evidence of such officer's approval and of the Company's approval of any such document, instrument, certificate, agreement, filing, submission, or action.
SIGNATURES AND ATTESTATION
The undersigned, being all of the independent members of the Board of Directors of Penterra Pharmaceuticals Corp., hereby execute this Unanimous Written Consent effective as of June 2, 2023.
Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk, each being a Recused Director, were recused from and did not participate in the deliberation, discussion, or vote on the foregoing resolutions, in accordance with the recusal provisions set forth herein.
INDEPENDENT DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Diane Prescott
Title: Independent Director; Chair of the Special Committee
Date: ________
By: ________
Name: James Okafor
Title: Independent Director; Member of the Special Committee
Date: ________
By: ________
Name: Dr. Helen Ng
Title: Independent Director; Member of the Special Committee
Date: ________
By: ________
Name: Patricia Langford
Title: Independent Director
Date: ________
By: ________
Name: Robert Chen-Ramirez
Title: Independent Director
Date: ________
By: ________
Name: Dr. Katherine Ellsworth
Title: Independent Director
Date: ________
Adopted by unanimous vote of the six (6) independent directors of the Board of Directors of Penterra Pharmaceuticals Corp. Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk were recused and did not participate in the deliberation, discussion, or vote on the foregoing resolutions.
CERTIFICATE OF THE CORPORATE SECRETARY
I, Lawrence Whittaker, General Counsel and Corporate Secretary of Penterra Pharmaceuticals Corp., a Delaware corporation (the "Company"), hereby certify that:
1.  The foregoing Resolutions of the Board of Directors of Penterra Pharmaceuticals Corp. regarding the Establishment of a Special Committee of Independent Directors were duly adopted by the unanimous written consent of all six (6) independent directors of the Board of Directors of the Company, effective as of June 2, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.9 of the Company's Amended and Restated Bylaws.
2.  Dr. Marcus Hale, Angela Whitmore, and Raymond Tusk, each having been identified as a Recused Director, were recused from and did not participate in the deliberation, discussion, or vote on the foregoing resolutions.
3.  The foregoing resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
4.  The Special Committee Charter, attached hereto as Exhibit A, was duly adopted in connection with the foregoing resolutions and remains in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Penterra Pharmaceuticals Corp. this 2nd day of June, 2023.
________________________________________
Lawrence Whittaker General Counsel and Corporate Secretary Penterra Pharmaceuticals Corp.
Date: June 2, 2023
[CORPORATE SEAL]
EXHIBIT A
SPECIAL COMMITTEE CHARTER
The full text of the Special Committee Charter of the Special Committee of Independent Directors of the Board of Directors of Penterra Pharmaceuticals Corp., as prepared by Calderwood & Harkness LLP and adopted pursuant to the Resolutions dated June 2, 2023, is maintained as a standalone document and is incorporated herein by this reference. A copy of the Charter has been delivered to each member of the Special Committee and to Calderwood & Harkness LLP.
The Charter sets forth, among other things, the purpose, composition, authority, responsibilities, meeting procedures, reporting obligations, and termination provisions of the Special Committee, and governs the Special Committee's operations in connection with the evaluation, negotiation, and determination of the Proposed Transaction (as defined in the foregoing Resolutions).
Calderwood & Harkness LLP — C&H Matter No. 1025-00006 Engagement Partner: Renata Vasquez 1700 Market Street, Suite 3400, Philadelphia, PA 19103

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

RECITALS

RESOLUTIONS

SIGNATURES AND ATTESTATION

INDEPENDENT DIRECTORS OF PENTERRA PHARMACEUTICALS CORP.

CERTIFICATE OF THE CORPORATE SECRETARY

EXHIBIT A

SPECIAL COMMITTEE CHARTER

Record

Parties

Dates

Amounts