Contract analysis

1. Purpose and Scope of Conflicts Review This memorandum documents the results of the firm-wide conflicts of interest review conducted by the Office of the General Counsel in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") to represent Penterra Pharmaceuticals Corp. ("Penterra" or "PPC") in a potential acquisition of Veridian Biosciences, Inc. ("Veridian" or "VBI"). The revi

2. Parties and Related Entities Searched The following section identifies all parties, related entities, and key individuals included in the conflicts search. The information set forth below was provided by Oliver Mackenzie and derived from preliminary materials furnished by Penterra's General Counsel, Thomas F. Holbrook, and from publicly available sources. Where applicable, Employer Identification Numbers ("EINs"),

3. Conflicts Database Search Results 3.1 Search Methodology The conflicts search was conducted on February 12–13, 2024, using the Firm's electronic conflicts management system (Greaves Services Inc. version 6.2), supplemented by manual inquiries and direct outreach to the Firm's practice group leaders and partners. Electronic Search Parameters. The electronic searches employed the following search terms and parameter

4. Analysis of Potential Conflicts Based on the results of the conflicts search described in Section 3 above, the Office of the General Counsel has analyzed the proposed representation under each applicable provision of the New York Rules of Professional Conduct. The analysis is set forth below. 4.1 Direct Adverse Conflicts (NYRPC Rule 1.7(a)(1)) Rule 1.7(a)(1) of the New York Rules of Professional Conduct provides t

5. Additional Considerations 5.1 Subsequent Conflicts Re-Check Obligations At the time of this initial conflicts search, certain transaction counterparties have not yet been fully identified, and therefore could not be included in the search. The Office of the General Counsel notes the following categories of parties that will require supplemental conflicts searches upon identification: (a) Financing Sources. Penterr

6. Conclusion and Clearance Determination Based on the comprehensive conflicts search conducted on February 12–13, 2024, using the Firm's electronic conflicts management system and supplemented by manual inquiries to all practice group leaders and partners, no conflicts of interest have been identified that would preclude, restrict, or limit Calderwood & Harkness LLP from representing Penterra Pharmaceuticals Corp. i

7. Approval and Sign-Off CONFLICTS CLEARANCE — APPROVAL Clearance granted — February 13, 2024 OFFICE OF THE GENERAL COUNSEL By: ________ Name: Victoria R. Hartley Title: Conflicts Counsel Date: ________ ACKNOWLEDGED BY RESPONSIBLE PARTNER By: ________ Name: Oliver Mackenzie Title: Partner, Mergers & Acquisitions Date: ________ Distribution: Oliver Mackenzie, Partner, Mergers & Acquisitions Harrison Wexford, Partner,