Contract analysis

1. Purpose of This Notice Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") anticipates filing a Complaint for Declaratory Judgment in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County, against Vantage Medical Distribution, LLC ("Vantage"), in connection with a dispute over the scope of the exclusive distribution territory under the Exclusive Distribution Agreement dated July

2. Background of the Dispute The following summary is provided for the limited purpose of enabling Custodians to understand the nature of the dispute and to identify the categories of documents and ESI that must be preserved. This summary should be treated as strictly confidential and privileged. On or about July 1, 2017, Penterra entered into the Exclusive Distribution Agreement with Vantage Medical Distribution, LL

3. Custodians Subject to This Hold This Litigation Hold applies to the following individuals (each, a "Custodian," and collectively, the "Custodians"), each of whom has been identified as possessing, or as reasonably likely to possess, documents, communications, or ESI relevant to the dispute described above:

1. Dr. Marcus Lindholm — Chief Executive Officer, Penterra Pharmaceuticals Corp. Dr. Lindholm has been identified as a Custodian due to his executive oversight of the Company's commercial operations, his involvement in strategic decisions regarding the Vantage distribution relationship, and his participation in discussions regarding the potential appointment of Meridian National Distributors, Inc.

2. Jennifer Chao, Esq. — General Counsel, Penterra Pharmaceuticals Corp. Ms. Chao has been identified as a Custodian due to her direct role in the issuance of the March 8, 2021 cease-and-desist letter, her receipt and analysis of the March 22, 2021 response from Vantage's counsel, her involvement in the negotiation and execution of the EDA, and her overall legal oversight of the dispute.

3. Steven Kapoor — Vice President, Commercial Operations, Penterra Pharmaceuticals Corp. Mr. Kapoor has been identified as a Custodian because he is the author of the January 12, 2018 email to Donald R. Farnham that is central to Vantage's claim that the Territory was expanded. Mr. Kapoor also had primary responsibility for managing the Vantage commercial relationship and overseeing Oncalaris® distribution strategy.

4. Rachel Mendez — Director of Distribution & Logistics, Penterra Pharmaceuticals Corp. Ms. Mendez has been identified as a Custodian due to her operational responsibility for distribution logistics, including shipment tracking, inventory management, and coordination with Vantage on Oncalaris® and Renuvesta® orders and deliveries.

5. Any other Penterra employees, officers, or agents identified by the General Counsel's office or outside counsel as having relevant knowledge, information, documents, or ESI relating to the dispute. This includes, but is not limited to, individuals in the following departments who had involvement with the Vantage relationship, the distribution of Oncalaris® or Renuvesta®, or the tri-state territory question: • Comm

4. Scope of Documents and ESI to Be Preserved 4.1 Subject Matter Categories All documents, communications, and ESI relating to the following subjects must be identified and preserved, regardless of the medium or format in which they exist. This list is intended to be comprehensive, but it is not necessarily exhaustive. Custodians who are uncertain whether particular materials fall within the scope of this hold should

1. The Exclusive Distribution Agreement. The Exclusive Distribution Agreement dated July 1, 2017, between Penterra and Vantage, including all exhibits (and particularly Exhibit A — Territory Definition), schedules, amendments, addenda, side letters, memoranda of understanding, and any related term sheets or letters of intent. This includes both the fully executed version and any prior drafts.

2. Negotiation History. All documents and communications relating to the negotiations and discussions leading to the execution of the EDA, including but not limited to drafts, redlines, negotiation notes, markup copies, internal memoranda analyzing proposed terms, correspondence between the parties (and their respective counsel), and any presentations or summaries prepared for management or the Board of Directors in

3. Territory Definition and Interpretation. All documents and communications relating to the definition, scope, or interpretation of the "Territory" under the EDA, including any internal or external discussions about the potential expansion of the Territory to include New York, New Jersey, Pennsylvania, or any other states not listed in Exhibit A. This includes any analyses of market potential, competitive landscape,

4. The January 12, 2018 Kapoor Email. The email dated January 12, 2018, from Steven Kapoor to Donald R. Farnham, and all surrounding, related, and responsive email chains, threads, attachments, and forwarded messages. This also includes any calendar entries, meeting invitations, telephone records, notes, memoranda, or other documents relating to the subject matter of that email, the circumstances of its drafting and

5. Communications with Vantage Representatives. All communications with Donald R. Farnham, Lisa Petrangelo, Brian Kopec, or any other officer, employee, agent, or representative of Vantage regarding the scope of the Territory, tri-state distribution, expansion of distribution rights, or any modification or amendment to the EDA. This includes formal correspondence, informal emails, text messages, instant messages, tel

6. Vantage Tri-State Distribution Activities. All documents and ESI relating to Vantage's distribution activities in New York, New Jersey, and Pennsylvania, including but not limited to shipment records, shipping manifests, bills of lading, delivery confirmations, sales data, revenue reports, order confirmations, invoices, customer lists, hospital and clinic contact records, and logistics records. This includes any r

7. Vantage New England Distribution Activities. All documents and ESI relating to Vantage's distribution activities within the New England states (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont), including purchase orders, sales volumes, revenue data, and any records relating to Vantage's performance against the minimum annual purchase commitment of $9.5 million (WAC) required under Secti

8. Vantage Purchase History. All records documenting Vantage's actual Oncalaris® purchases from Penterra over the life of the EDA, including: • Fiscal Year 2018: approximately $11.2 million • Fiscal Year 2019: approximately $14.8 million • Fiscal Year 2020: approximately $18.3 million • Fiscal Year 2021 (through March): approximately $16.1 million This includes purchase orders, invoices, payment records, accounts rec

9. The March 8, 2021 Cease-and-Desist Letter. The cease-and-desist letter from Jennifer Chao to Donald R. Farnham dated March 8, 2021, together with any internal drafts of the letter, internal communications relating to the preparation and review of the letter, analyses of the factual and legal bases for the demand, and any records of delivery or receipt of the letter.

10. The March 22, 2021 Response Letter. The response letter from Kenneth M. Rourke of Hargrove, Sinclair & Polk LLP to Jennifer Chao dated March 22, 2021, together with any internal analyses, memoranda, or communications relating to Penterra's evaluation of the claims and contentions set forth in that letter, including analysis of the threatened $35 million counterclaim.

11. Meridian National Distributors, Inc. All documents and communications relating to Meridian National Distributors, Inc. ("Meridian"), including but not limited to the term sheet executed on February 15, 2021, all drafts and negotiation correspondence relating to the term sheet, communications with Thomas Welliver or other Meridian representatives, internal analyses of the proposed Meridian distribution arrangement

12. Internal Deliberations. All internal discussions, memoranda, presentations, board materials, management reports, committee minutes, or analyses regarding the Vantage distribution relationship, the territorial dispute, the decision to send the cease-and-desist letter, the decision to engage outside counsel, litigation strategy, or the potential commercial impact of the dispute on Penterra's business.

13. Financial Records — Oncalaris® Revenue. Financial records relating to Oncalaris® revenue, which totaled approximately $412 million in fiscal year 2021 and represented approximately 22% of Penterra's $1.87 billion in consolidated revenue. This includes revenue reports, sales forecasts, budget projections, and any analyses of the financial impact of the territorial dispute on Oncalaris® revenue or Penterra's consol

14. Distribution Network. All documents relating to Penterra's broader distribution network for Oncalaris® and Renuvesta®, including agreements and correspondence with other regional exclusive distributors, national specialty pharmacy partners, wholesalers, and any other entities involved in the distribution chain. This includes any documents reflecting the scope and boundaries of other distributors' territories and

15. Prior Disputes with Vantage. All documents relating to any prior or pending complaints, disputes, claims, threatened claims, grievances, or disagreements involving Vantage, whether formal or informal, including any correspondence, settlement discussions, or resolutions. 4.2 Types of Documents and ESI The obligation to preserve documents and ESI extends to all forms and media in which relevant information may exis

5. Preservation Obligations 5.1 Immediate Suspension of Routine Destruction Effective immediately upon issuance of this Litigation Hold Notice, all routine document destruction, recycling, overwriting, deletion, or disposal practices that could affect any documents or ESI falling within the scope of this hold must be suspended. This suspension applies Company-wide to any systems, repositories, or practices that may a

1. Identify and Segregate Paper Documents. Each Custodian must conduct a thorough review of his or her office, workspace, filing cabinets, desk drawers, and any other locations where paper documents may be stored, and identify all paper documents that fall within the subject matter categories described in Section 4.1 above. These documents must be segregated from other files and stored in a secure location. The Custo

2. Refrain from Deleting Electronic Communications. Each Custodian must immediately cease deleting any emails, text messages, instant messages, or other electronic communications that relate to the subject matter categories described in Section 4.1 above. This includes communications stored in email inboxes, sent folders, draft folders, archived folders, deleted items folders, and any other email repositories. Custod

3. Preserve All Electronic Files. Each Custodian must preserve all electronic files stored on hard drives (including local C: drives), network drives (including mapped drives and shared folders), laptops, mobile devices, USB drives, external hard drives, and cloud storage platforms that relate to the subject matter categories described in Section 4.1 above. Custodians must not move, rename, or reorganize files in a m

4. Notify the IT Department. Each Custodian must notify the IT Department (or the General Counsel's office) of any automatic deletion, archiving, or purging settings on their devices or accounts that may affect relevant ESI, so that those settings can be suspended or overridden. The IT Department will work with each Custodian to ensure that appropriate technical measures are in place to preserve all relevant data.

5. Preserve Personal Devices. To the extent that any Custodian has conducted Company business on personal smartphones, personal tablets, personal laptops, or personal email accounts, the Custodian must preserve all relevant documents, communications, and data stored on those personal devices and accounts. The Custodian must promptly notify the General Counsel's office of the existence and location of any relevant mat

6. Do Not Create New Interpretive Documents. Custodians must not create any new documents for the purpose of summarizing, characterizing, interpreting, or explaining prior events, communications, or decisions related to the dispute described in Section 2 above, except at the specific direction of the General Counsel or outside counsel at Calderwood & Harkness LLP. This instruction is intended to protect against the c

6. IT Department and Systems Administration Obligations The effective implementation of this Litigation Hold requires close coordination between the General Counsel's office, outside counsel, and Penterra's Information Technology Department. The General Counsel's office should coordinate with the IT Department to implement the following technical preservation measures as soon as practicable, and in no event later tha

1. Suspend Automatic Deletion and Purge Policies. The IT Department must suspend all automatic email deletion or purge policies for the email accounts of all identified Custodians. This includes disabling any policies that automatically delete emails from the server after a specified retention period, that empty "Deleted Items" or "Trash" folders on a scheduled basis, or that move emails to archival storage in a mann

2. Preserve Backup Tapes and Server Images. The IT Department must identify and preserve all backup tapes, server images, or other backup media that may contain relevant data, including email data, file server data, and application data for the Custodians and systems identified above. These backup media must not be overwritten, recycled, or destroyed in the normal tape rotation cycle or pursuant to any other routine

3. Preserve Access Logs, Audit Trails, and Metadata. The IT Department must preserve access logs, audit trails, system logs, and metadata for all relevant electronic systems, with particular attention to distribution management systems, order management systems, and ERP systems (such as Hollowell & Co. or Ridgeline Industries) that track Oncalaris® shipments, orders, invoices, and customer records. These logs and met

4. Implement Technical Holds on Document Management and Collaboration Systems. The IT Department must implement any necessary technical holds, legal hold tags, or retention policies on the Company's document management systems, collaboration platforms (including Sundial Systems, Cobalt Ridge Systems, and Teams), and cloud storage repositories to prevent the deletion or modification of relevant documents and ESI. Wher

5. Maintain a Record of Preservation Steps. The IT Department must maintain a comprehensive, contemporaneous record of all preservation steps taken in response to this Litigation Hold Notice, including the dates on which preservation measures were implemented, the specific systems and accounts affected, the identity of the responsible IT personnel, and a description of the technical measures applied. This record shou

6. Coordinate with Outside Counsel on Collection. The IT Department should be prepared to work with Calderwood & Harkness LLP and any forensic ESI vendors retained by outside counsel to facilitate the collection and forensic imaging of relevant ESI when collection is initiated. The timing and scope of collection efforts will be determined by outside counsel in consultation with the General Counsel's office.

7. Consequences of Non-Compliance The preservation obligations set forth in this Litigation Hold Notice are legal obligations of the highest importance. Failure to comply with this notice may result in severe consequences for Penterra and for the individuals responsible for non-compliance, including but not limited to the following: • Spoliation of Evidence. The court may find that Penterra engaged in spoliation of e

8. Contact Information and Questions All questions regarding this Litigation Hold Notice — including questions about whether specific documents, communications, or ESI fall within its scope; questions about how to implement preservation measures; and questions about the duration or modification of the hold — should be directed to one of the following individuals: Jennifer Chao, Esq. General Counsel Penterra Pharmaceu

9. Acknowledgment and Confirmation Each Custodian who receives this Litigation Hold Notice is required to sign and return the attached Acknowledgment Form to the General Counsel's office within five (5) business days of receipt of this notice. The Acknowledgment Form confirms the following:

1. The Custodian has read and understands this Litigation Hold Notice in its entirety.

2. The Custodian will comply with all preservation obligations described herein, including the immediate suspension of routine destruction and the affirmative preservation steps set forth in Section 5.

3. The Custodian has identified and is preserving all documents and ESI in his or her possession, custody, or control that fall within the scope of this hold.

4. The Custodian will promptly notify the General Counsel's office if any additional relevant documents or ESI are identified or if any potentially relevant materials are inadvertently destroyed or lost. Failure to return the signed Acknowledgment Form within the specified timeframe will be reported to the General Counsel's office and outside counsel and may result in follow-up action, including direct outreach by ou

10. Distribution List (Internal) This Litigation Hold Notice is being distributed to the following initial Custodians on or about March 30, 2021: Additional Custodians will be identified and added by the General Counsel's office, in consultation with Calderwood & Harkness LLP, as the investigation and document review process continues. Anticipated additional Custodians may include relevant personnel in the following