Extract to table

The acquiror in the proposed transaction shall be Penterra Pharmaceuticals Corp

The target in the proposed transaction shall be Caliston BioSciences, Inc

1 Form of Transaction The proposed transaction shall be structured as a one-step forward merger of Caliston with and into Penterra pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL")

Upon effectiveness of the merger, Caliston shall cease to exist as a separate legal entity, and Penterra shall be the surviving corporation in the merger

All of the assets and liabilities of Caliston shall, by operation of law, become assets and liabilities of Penterra as the surviving corporation

1 Aggregate Equity Value The aggregate equity value to be attributed to 100% of the outstanding equity of Caliston, calculated on a fully diluted basis (giving effect to the conversion or exercise of all outstanding preferred stock, options, warrants, and other convertible securities), shall be $925,000,000 (nine hundred twenty-five million dollars) (the "Aggregate Equity Value"), subject to the contingent value rights described in Section 4 below