Contract analysis

I. PURPOSE OF MEMORANDUM This memorandum documents the results of the conflict-of-interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Penterra Pharmaceuticals Corp. ("Penterra" or "PPC") in a declaratory-judgment action to be filed against Vantage Medical Distribution, LLC ("Vantage" or "VMD") in the Superior Court of Massachusetts, Business Litiga

II. PROPOSED ENGAGEMENT SUMMARY The following is a summary of the proposed engagement, based on information provided by Jennifer Chao, Esq. during her initial inquiry and a follow-up telephone conference held on March 25, 2021, between Ms. Chao, Linda Osei, and Patrick Gallagher. Client: Penterra Pharmaceuticals Corp., a corporation organized and existing under the laws of the State of Delaware, publicly traded on th

III. ENTITIES AND INDIVIDUALS SEARCHED In accordance with the Firm's conflict-clearance procedures, a comprehensive list of names, entities, affiliates, and related parties was compiled and submitted for search through the Firm's electronic conflict-checking database system (IntegriCheck v.6.2). The search was designed to capture all current and former client representations, all adverse-party designations, all relat

1. Penterra Pharmaceuticals Corp. — including the following name variations: "Penterra," "PPC," "Penterra Pharma," "Penterra Pharmaceuticals," and "Penterra Pharm Corp."

2. Dr. Marcus Lindholm — Chief Executive Officer of Penterra Pharmaceuticals Corp.

3. Jennifer Chao, Esq. — General Counsel of Penterra Pharmaceuticals Corp.; the Firm's point of contact for this engagement.

4. Steven Kapoor — Vice President, Commercial Operations, Penterra Pharmaceuticals Corp.

5. Rachel Mendez — Director of Distribution & Logistics, Penterra Pharmaceuticals Corp.

6. Penterra Nasdaq ticker symbol: PTRA — searched as a cross-reference to identify any existing securities, regulatory, or corporate matters referencing Penterra's publicly traded equity.

7. Penterra EIN: 26-3841097 — searched to verify against any prior tax-related, corporate-structuring, or transactional matters.

8. Whitfield & Pryce LLP (New York, New York) — Penterra's independent auditor, as identified in Penterra's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

9. Atlantic Shield Insurance Co. (domiciled in Connecticut) — Penterra's directors' and officers' liability insurance carrier, as identified by Ms. Chao during the initial intake conversation.

10. Commonwealth Mutual Assurance Corp. (domiciled in Pennsylvania) — Penterra's commercial general liability insurance carrier, as identified by Ms. Chao.

11. CT Statutory Agent Services — 155 Federal Street, Suite 700, Boston, Massachusetts 02110 — Penterra's registered agent for service of process in the Commonwealth of Massachusetts. B. Adverse Party and Adverse-Party Affiliates The following names, entity variations, and affiliated persons and entities were searched in connection with the adverse party, Vantage Medical Distribution, LLC:

1. Vantage Medical Distribution, LLC — including the following name variations: "Vantage," "VMD," "Vantage Medical," "Vantage Med Dist," and "Vantage Distribution."

2. Vantage EIN: 45-2917683 — searched to verify against any prior matters referencing Vantage by its federal employer identification number.

3. Donald R. Farnham — Managing Member and Chief Executive Officer of Vantage Medical Distribution, LLC.

4. Lisa Petrangelo — Chief Operating Officer of Vantage Medical Distribution, LLC.

5. Brian Kopec — Outside Sales Director, Vantage Medical Distribution, LLC. Mr. Kopec has been identified by Penterra as a key individual involved in the territorial-scope dispute.

6. Cranmer, Hodges & Associates, P.C. (Medford, Massachusetts) — Vantage's outside accounting firm, as identified by Penterra's counsel based on public filings and prior correspondence. C. Opposing Counsel The following law firm and individual attorney names were searched in connection with anticipated opposing counsel:

1. Hargrove, Sinclair & Polk LLP — including the following name variations: "HSP," "Hargrove Sinclair," "Hargrove, Sinclair & Polk," and "Hargrove Sinclair Polk."

2. Kenneth M. Rourke — Partner, Hargrove, Sinclair & Polk LLP; anticipated lead counsel for Vantage.

3. Alicia Fontaine — Associate Counsel, Hargrove, Sinclair & Polk LLP; anticipated associate counsel for Vantage. D. Related Third Parties The following third-party entities and individuals were searched based on their relevance to the underlying facts of the proposed engagement:

1. Meridian National Distributors, Inc. — a New York corporation, with principal offices at 520 Seventh Avenue, 12th Floor, New York, New York 10018. Meridian is the proposed tri-state distributor with whom Penterra has been negotiating a distribution arrangement for the Tri-State Region, the negotiations that triggered the current dispute with Vantage.

2. Thomas Welliver — President of Meridian National Distributors, Inc.

3. Oncalaris® (pegvisomant-axel) — one of the two Penterra pharmaceutical products at issue in the Distribution Agreement and the proposed Meridian arrangement. Searched as a product name to identify any prior matters involving this product.

4. Renuvesta® (cilosporin-beta) — the second Penterra pharmaceutical product at issue. Searched as a product name for the same purpose.

IV. SEARCH METHODOLOGY The conflict check was conducted using the following procedures, each of which is described in further detail below: Electronic Database Search. All names, entity variations, known affiliates, employer identification numbers, and product names identified in Section III above were entered into the Firm's electronic conflict-checking database, IntegriCheck v.6.2, on March 24, 2021. The IntegriChe

V. RESULTS OF CONFLICT SEARCH A. Penterra Pharmaceuticals Corp. and Affiliates Result: No current or prior representations of Penterra Pharmaceuticals Corp. were identified in the Firm's conflict-checking database. The IntegriCheck search returned zero matches for "Penterra Pharmaceuticals Corp." or any of its name variations, its EIN, or its Nasdaq ticker symbol PTRA, across all matter categories (client, adverse pa

VI. ENGAGEMENT TEAM INDIVIDUAL CHECKS In addition to the entity-level and individual-name searches described in Sections III through V above, each member of the proposed engagement team was individually reviewed for any prior personal or professional relationship with any party, counsel, or individual identified in this matter, including relationships predating their tenure at Calderwood & Harkness LLP. A. Linda Osei

VII. JUDICIAL CONFLICTS CHECK The proposed declaratory-judgment action is expected to be filed in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County. In accordance with the Firm's conflict-clearance procedures, a review was conducted to determine whether any judicial conflicts exist that could require recusal of any justice or create an appearance of impropriety. A review of the Firm's a

VIII. ANALYSIS OF POTENTIAL ISSUES Although no conflicts of interest have been identified, this Section provides a systematic analysis of the applicable rules of professional conduct to confirm that no ethical impediment to the proposed representation exists. A. No Current-Client Conflict (Massachusetts Rule of Professional Conduct 1.7) Massachusetts Rule of Professional Conduct 1.7 provides, in pertinent part, that

IX. CONCLUSION AND CLEARANCE Based on the comprehensive conflict-of-interest search conducted on March 24, 2021, using the Firm's IntegriCheck v.6.2 electronic database, the supplemental manual review of practice-group client lists, the review of lateral-hire conflict disclosures for each member of the proposed engagement team, and the analysis of applicable Massachusetts Rules of Professional Conduct set forth above

1. A new-client intake file should be opened for Penterra Pharmaceuticals Corp. under matter number 1018-00007, and all new-client onboarding procedures — including AML/KYC verification, engagement-letter execution, and billing-arrangement documentation — should be completed prior to the commencement of substantive legal work.

2. The engagement letter should be finalized and transmitted to Jennifer Chao, Esq. for execution on behalf of Penterra, with a target execution date of March 29, 2021.

3. If additional parties, counsel, witnesses, or other individuals or entities are identified during the course of the representation — including, without limitation, any third-party distributors, co-defendants, intervenors, expert witnesses, or governmental agencies — supplemental conflict checks should be conducted promptly and documented in a supplemental memorandum appended to this file.

4. If Meridian National Distributors, Inc. or any of its principals seeks representation by the Firm in connection with this matter or any related matter, a full supplemental conflict check must be performed before any engagement is undertaken.

5. A copy of this memorandum should be retained in the Firm's permanent conflict-clearance file for matter number 1018-00007.

X. APPROVAL Prepared by: ________________________________________ Patrick Gallagher Associate, Litigation Department Calderwood & Harkness LLP Date: March 26, 2021 Reviewed and Approved by: ________________________________________ Linda Osei Partner, Litigation Department Calderwood & Harkness LLP Date: March 26, 2021 General Counsel's Office Notification: A copy of this memorandum has been transmitted to the Calderw