Contract analysis

I. Identification of the Document at Issue The document that is the subject of this request is an email dated January 12, 2018, sent from Steven Kapoor, who at all relevant times served as Vice President of Commercial Operations at Penterra Pharmaceuticals Corp., to Donald R. Farnham, who at all relevant times served as Managing Member and Chief Executive Officer of Vantage Medical Distribution, LLC (hereinafter refe

II. Deposition Testimony Confirming Authenticity The authenticity of the Kapoor Email has already been confirmed by sworn testimony of both the author and the recipient during their respective depositions. At his deposition taken on October 18, 2021, Donald R. Farnham — Vantage's Managing Member and CEO — confirmed that he received the Kapoor Email on or about January 12, 2018. When presented with the copies produced

III. Proposed Terms of the Stipulation In light of the foregoing, Calderwood & Harkness LLP, on behalf of Penterra, proposes that the parties enter into a written stipulation providing as follows:

1. Authenticity. The Kapoor Email (bearing Bates numbers PPC-00001247 through PPC-00001248, and VMD-00003512 through VMD-00003513, respectively) is an authentic document — specifically, it is a true and correct copy of an email sent on January 12, 2018, by Steven Kapoor, Vice President of Commercial Operations at Penterra Pharmaceuticals Corp., to Donald R. Farnham, Managing Member and Chief Executive Officer of Vant

2. Admissibility. The Kapoor Email is admissible in evidence in connection with any motion for summary judgment or other dispositive motion practice filed in this action, without the need for a sponsoring witness affidavit or deposition designation solely for the purpose of authentication. Either party may cite to, attach, or otherwise reference the Kapoor Email in its summary judgment filings — including memoranda o

3. No Waiver of Substantive Arguments. The stipulation shall not constitute, and shall not be construed as, an agreement by either party as to the legal significance, meaning, interpretation, or probative value of the Kapoor Email. Each party expressly reserves the right to argue its own interpretation of the Kapoor Email and to contend that the email is or is not relevant, material, or dispositive with respect to an

4. Format and Use in Rule 9A Filings. The parties agree that the stipulation may be referenced and relied upon in the parties' respective statements of undisputed material facts filed pursuant to Superior Court Rule 9A(b)(5), and that the stipulated facts regarding authenticity may be included as undisputed facts in each party's Rule 9A(b)(5) statement without objection from the opposing party solely on the basis of

IV. Benefits of the Stipulation We respectfully submit that the proposed stipulation will benefit both parties and the Court in several important respects: • Streamlining the Summary Judgment Record. The stipulation will simplify the evidentiary record before the Court by establishing, without the need for additional affidavits or deposition designations, that the Kapoor Email is authentic and admissible. This will a

V. Proposed Next Steps and Timeline In order to ensure that this matter is resolved in advance of the anticipated summary judgment briefing schedule, we respectfully propose the following timeline: • We request that Vantage's counsel confirm its agreement in principle to the proposed stipulation by no later than January 17, 2022. A brief email response to that effect will suffice at this stage. • If Vantage is agreea