Extract to table

The Special Committee shall act in the best interests of Penterra and its stockholders (other than any interested stockholders) in connection with the Proposed Transaction

In discharging its duties, the Special Committee shall exercise independent judgment, informed by the advice of its independent legal counsel and independent financial advisor, and shall not be subject to direction or influence from Dr

2 Independence Requirements Each member of the Special Committee must satisfy, and must continue to satisfy throughout the duration of the Special Committee's existence, the following independence requirements: (a) Each member must be independent of Dr

(b) Each member must have no material financial interest in the Proposed Transaction (other than in such member's capacity as a stockholder of Penterra Pharmaceuticals Corp

2, whether due to a change in circumstances, a newly discovered relationship, or otherwise, such member shall promptly disclose such circumstance to the Chair of the Special Committee (or, if the affected member is the Chair, to the other members and to Calderwood & Harkness LLP) and shall immediately resign from the Special Committee

Diane Prescott shall serve as Chair of the Special Committee