Contract analysis

1. PURPOSE AND SUMMARY OF ENGAGEMENT This memorandum sets forth the results of the conflicts of interest analysis conducted by the Office of the General Counsel / Conflicts Department of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed retention of the Firm by Penterra Pharmaceuticals Corp. ("PPC" or the "Company") to serve as outside tax counsel in defense of an examination conducted b

2. PARTIES SEARCHED The Conflicts Department conducted a comprehensive search of all parties, affiliates, adverse parties, related third parties, and key individuals connected to the proposed engagement. The following is a detailed description of each party and individual included in the search. 2.1 Client and Affiliates 2.1.1 Penterra Pharmaceuticals Corp. (PPC). Penterra Pharmaceuticals Corp. is a corporation organ

1. Catherine Falk — Chief Executive Officer, PPC

2. Rajesh Iyer — Chief Financial Officer, PPC

3. Deborah Staines — General Counsel, PPC

4. Marcus Whitfield — Vice President, Global Tax, PPC

5. Aidan Naughton — Managing Director, PBI

6. Martin Ogilvy — Engagement Partner, Crestfield & Associates LLP

7. Susan Lam — Transfer Pricing Partner, Crestfield & Associates LLP

8. Dr. Helena Vasquez — Managing Director, Whitmore Valuation Group LLC

9. Dr. Rohan Chakrabarti — Senior Director, Whitmore Valuation Group LLC

10. Ciarán Thornbury — Lead Partner, Thornbury & Keogh

11. Douglas Everett — Managing Partner, Ridgeview Capital Management LP

12. Christine Bellucci — Senior Vice President, Hargrove National Bank, N.A.

13. Gerald Meskill — Supervisory Revenue Agent, IRS LB&I

14. Patricia Dunleavy — Lead Revenue Agent, IRS LB&I

15. Dr. Alan Washburne — IRS Economist, IRS Transfer Pricing Practice

16. Franklin Rosario — Attorney-Advisor, IRS Office of Chief Counsel

17. Donna Hirabayashi — Senior Counsel, IRS Office of Chief Counsel Each individual was searched by full name, known variations, and, where available, professional affiliations and licensure information.

3. CONFLICTS SEARCH METHODOLOGY 3.1 Database and Systems Searched The conflicts search was conducted using Calderwood & Harkness's enterprise conflicts management system, which integrates the Firm's new matter intake system, client/matter database, billing system, and personnel records. The system contains records of all client representations, adverse parties, related parties, and key individuals associated with eve

4. SEARCH RESULTS 4.1 Penterra Pharmaceuticals Corp. and Affiliates (PPC, PBI, PHL, PMI) The conflicts search did not identify any current or prior representation of Penterra Pharmaceuticals Corp., Penterra Biopharma International DAC, Penterra Holdings Luxembourg S.à r.l., or Penterra Manufacturing Ireland Ltd. by Calderwood & Harkness LLP. The Firm has not previously served as counsel to any of these entities in an

5. ANALYSIS OF POTENTIAL ISSUES While the comprehensive conflicts search did not reveal any disqualifying conflicts of interest, the Conflicts Department has identified several areas that warrant discussion and the implementation of appropriate protective measures. These issues are addressed below. 5.1 Publicly Traded Client — Personal Securities Holdings Penterra Pharmaceuticals Corp. is a publicly traded company li

6. DETERMINATION AND CLEARANCE 6.1 Conclusion. Based on the comprehensive conflicts search conducted on May 18 through May 20, 2022, covering all parties, affiliates, related entities, key individuals, adverse parties, third parties, and proposed engagement team members as described in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the pro

1. Execution of the Engagement Letter. A formal engagement letter, setting forth the scope of representation, fee arrangements, staffing, and other terms, shall be executed by PPC and C&H. The target date for execution is June 2, 2022.

2. Filing of IRS Form 2848 (Power of Attorney and Declaration of Representative). IRS Forms 2848 shall be filed with the IRS Centralized Authorization File (CAF) Unit, designating Leonard Cross, Sylvia Hartwell, Garrett Simmons, and Leila Nazari as authorized representatives of PPC for the tax years and tax matters at issue.

3. Engagement Team Compliance with Personal Securities Trading Policy. All engagement team members shall comply with the Firm's insider trading and personal securities trading policies with respect to PPC (Nasdaq: PPCA) for the duration of the engagement. PPC (PPCA) shall be added to the Firm's restricted securities list effective upon formal opening of the matter.

4. Written Acknowledgment from PPC and PBI Regarding Multi-Entity Coordination. C&H shall obtain written acknowledgment from PPC (through Deborah Staines, General Counsel) and PBI (through Aidan Naughton, Managing Director) confirming their awareness of and consent to C&H's coordination with PBI, PHL, and PMI in connection with the engagement, as described in Section 5.2 of this memorandum.

5. Execution of the Kovel Engagement Letter with Whitmore Valuation Group. A Kovel engagement letter (reference number 1018-00009-KV) shall be executed by C&H, WVG, and PPC, establishing the terms of WVG's retention as a consulting expert at the direction of counsel and the applicable privilege protocols. Upon satisfaction of these conditions, the matter may be formally opened in the Firm's matter management system u

7. APPROVALS CONFLICTS CLEARED BY: ________________________________________ Margaret A. Donnelly Deputy General Counsel / Head of Conflicts Department Calderwood & Harkness LLP Office of the General Counsel One Liberty Plaza, 45th Floor New York, NY 10006 Date: May 20, 2022 ACKNOWLEDGED BY: ________________________________________ Leonard Cross Partner, Tax Department Responsible Partner, Matter No. 1018-00009 Calder

8. RECORD RETENTION NOTE This memorandum shall be retained in the conflicts file for Matter No. 1018-00009 (Penterra Pharmaceuticals Corp. — IRS Transfer Pricing Examination Defense, Tax Years 2017–2020) in accordance with Calderwood & Harkness LLP's Records Retention Policy, as amended from time to time. A copy of this memorandum shall also be maintained in the Office of the General Counsel's central conflicts datab