Contract analysis

I. BACKGROUND AND OBJECTIVES A. Purpose of Deposition Brian Kopec serves as Outside Sales Director at Vantage Medical Distribution, LLC ("Vantage"). In that capacity, he is the person most directly responsible for directing and managing Vantage's sales efforts in the tri-state area encompassing New York, New Jersey, and Pennsylvania. Kopec is a critical fact witness because his day-to-day activities and decision-maki

1. Establish Kopec's knowledge of the EDA Territory. Secure testimony that Kopec either knew or was informed that the Exclusive Distribution Agreement ("EDA") Territory was limited to the six New England states (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont), or alternatively, establish that he never reviewed the operative agreement or Exhibit A — demonstrating a lack of due diligence th

2. Document the scope and timeline of unauthorized tri-state sales. Obtain a detailed factual record of when Vantage's tri-state sales of Penterra products began, how they expanded, and the full extent of Vantage's activities outside the contractual Territory.

3. Identify specific customers and revenue figures in New York, New Jersey, and Pennsylvania. Pin down the identities of hospitals, oncology clinics, and other customers solicited and served in the tri-state area, together with associated revenue figures for each state.

4. Determine what internal instructions Kopec received from Donald Farnham and Lisa Petrangelo regarding tri-state expansion. Ascertain the chain of command and decision-making process that led to Vantage's entry into the tri-state market, including whether formal or informal approvals were given by Vantage's CEO and COO.

5. Probe Kopec's awareness of the Kapoor Email of January 12, 2018 and any other purported authorizations. Explore whether Kopec saw the email, what he understood it to mean, and whether Vantage leadership ever represented to him that the Kapoor Email constituted "written consent" under the EDA.

6. Undermine Vantage's course-of-dealing narrative. By pinning down the specific timeline and circumstances under which tri-state sales began, establish that Vantage's course-of-dealing defense — which rests on the theory that Penterra acquiesced to out-of-territory sales beginning in late 2019 — lacks factual support.

7. Obtain testimony useful for Penterra's anticipated motion for summary judgment. Secure admissions and factual testimony that will be directly cited in Penterra's motion for summary judgment, anticipated to be filed on or before February 11, 2022. B. Key Documents to Use as Exhibits The following documents should be pre-marked and organized for use during the examination. Copies should be prepared for the examining

II. EXAMINATION OUTLINE BY TOPIC AREA Topic 1: Background and Employment at Vantage A. Personal and Professional Background This introductory section serves the dual purpose of establishing the deponent's background on the record and building rapport before moving into more contentious subject areas. It is important to lock down Kopec's tenure, title, and responsibilities early, as these will be referenced throughout

III. STRATEGIC NOTES AND EXAMINATION TIPS The following section contains internal strategic guidance for the examining attorney and second chair. This section is attorney work product and should not be shared with opposing counsel or the witness under any circumstances. A. Key Admissions to Secure The following five admissions are the primary targets of this deposition. Every line of questioning above should be orien

1. Kopec understood or was told that the EDA Territory was limited to New England. Alternatively, if Kopec claims he never reviewed the EDA or Exhibit A, that itself is a powerful admission — it demonstrates that Vantage's Outside Sales Director proceeded to sell products in states outside the contractual Territory without ever confirming that such sales were authorized.

2. No one at Penterra ever provided Kopec with written authorization to sell in the tri-state area. This admission, combined with the "prior written consent" requirement in Section 2.3, is dispositive on the breach-of-contract claim as applied to Kopec's activities.

3. The decision to sell in the tri-state area was made internally at Vantage without Penterra's express written approval. This is critical for establishing willfulness and for defeating Vantage's reliance and good-faith defenses.

4. Kopec was aware of, or should have been aware of, the territorial restriction in Section 2.3. This admission supports Penterra's position that Vantage knowingly exceeded the scope of its distribution rights.

5. Tri-state revenues were approximately $6.4 million from September 2020 through March 2021. Confirming this figure on the record through Vantage's own sales director strengthens the damages foundation for both Penterra's breach claim and any disgorgement arguments. B. Anticipated Objections and Difficulties • Attorney-client privilege. Opposing counsel (Rourke or Fontaine) is likely to instruct the witness not to a

IV. ESTIMATED DURATION AND LOGISTICS PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document was prepared in anticipation of litigation by and at the direction of counsel for Penterra Pharmaceuticals Corp. and is protected by the attorney work product doctrine and/or the attorney-client privilege. This document should not be disclosed to any person outside the litigation team without the express written con