Contract analysis

I. PURPOSE AND SCOPE OF THIS MEMORANDUM This memorandum is prepared for the Calderwood & Harkness litigation team in connection with the upcoming deposition of Derek Whitmore, Senior Vice President and Head of the Special Assets Group ("SAG") at Belmont Ridge Bank NA ("BRB" or the "Bank"). Mr. Whitmore's deposition has been noticed by defense counsel for February 18, 2025. The deposition will be taken by Theodore "Te

II. WITNESS BACKGROUND AND PROFILE A. Professional Background Derek Whitmore is 49 years old. He currently holds the title of Senior Vice President and Head of BRB's Special Assets Group. Mr. Whitmore joined Belmont Ridge Bank approximately fifteen years ago, initially in the commercial lending division, and was promoted to head the Special Assets Group approximately six years ago, making him one of the more senior o

III. ANTICIPATED LINES OF QUESTIONING The following section identifies the principal lines of questioning we expect opposing counsel to pursue during Mr. Whitmore's deposition, organized by topic. For each area, we describe the likely approach, the documents that may be used, and the factual and legal vulnerabilities implicated. A. The September 12, 2023 Meeting — Alleged Oral Representations This is the core of the

IV. KEY DOCUMENTS AND ANTICIPATED EXHIBITS A. Documents Expected to Be Marked as Exhibits by Opposing Counsel Based on our review of the document productions to date, the Counterclaims, and Kestrel Voss & Huang's document requests and deposition notice, we anticipate that the following documents will be marked as exhibits and presented to Mr. Whitmore during his deposition: Exhibit 1 — Aaronson Memorandum (August 22,

1. Forbearance Agreement — Sections 9(c) and 12(a). To be used to reinforce the position that the integrated, written agreement contained express disclaimers of any commitment to extend additional credit and an integration clause superseding all prior oral and written representations. These provisions are our primary contractual defense to the fraudulent inducement and negligent misrepresentation counterclaims.

2. Triton Harbor's financial deterioration data. Documentation of the loss of the Port of Bridgehaven municipal services contract (approximately $12 million per year in revenue) and the Newark Bay maintenance contract (approximately $7.5 million per year in revenue), and the resulting decline in Triton Harbor's revenue run-rate from approximately $68 million to approximately $48 million annualized. This data supports

3. Any contemporaneous notes by Mr. Whitmore. If Mr. Whitmore prepared notes or talking points before the September 12, 2023 meeting, and if those notes are consistent with our position that no firm commitments were made, they should be available for use during redirect examination.

4. Evidence of the Kappels' retention of Mercer Tidwell & Associates LLC. The Kappels' engagement of a professional restructuring advisory firm demonstrates borrower sophistication and access to independent financial advice. This undercuts the Defendants' claim that they were unsophisticated victims who relied solely on Mr. Whitmore's oral statements without conducting independent analysis or seeking independent coun

V. SENSITIVE AREAS AND RISK ASSESSMENT This section identifies the principal areas of vulnerability for BRB's defense as they relate to Mr. Whitmore's deposition testimony and provides an assessment of the associated risks and proposed mitigation strategies. A. Critical Vulnerability: The Aaronson Memorandum The most damaging document for BRB's defense of the counterclaims is the Aaronson Memorandum of August 22, 202

VI. RECOMMENDED TESTIMONY GUIDANCE A. General Deposition Conduct Rules The following rules should be reviewed with Mr. Whitmore at each preparation session and reinforced on the morning of the deposition:

1. Listen to the full question before answering. Do not begin formulating a response while the question is still being asked. Wait until the examiner has finished speaking.

2. Answer only the question asked; do not volunteer. If the question calls for a "yes" or "no" answer, give a "yes" or "no" answer. Do not provide explanations, context, or elaboration unless the question specifically calls for it. Volunteering information gives opposing counsel additional material to explore.

3. If uncertain, say "I don't recall." Do not guess, speculate, or attempt to reconstruct events that are not clearly in memory. "I don't recall" is a truthful answer when the witness genuinely does not recall, and it is far safer than a guess that turns out to be inaccurate.

4. Ask for clarification if a question is ambiguous. If a question is unclear, confusing, or capable of more than one interpretation, ask the examiner to rephrase. Do not assume what the examiner meant and answer based on an assumption.

5. Do not characterize or summarize documents. If the examiner shows a document and asks for a summary or characterization, defer to the document itself. Let the documents speak for themselves. Common responses include: "The document says what it says" or "I'd need to review it more carefully to answer that."

6. Do not concede the accuracy of characterizations embedded in the question. Huang is skilled at embedding factual assumptions or characterizations in his questions. For example: "After you promised the Kappels a new revolving facility, did you..." Mr. Whitmore should not accept the premise of the question. He should say: "I don't agree with the characterization in your question" or "I wouldn't describe it that way.

7. Pause before answering. Allow a brief pause (two to three seconds) after each question before answering. This serves two purposes: it gives counsel time to interpose an objection, and it prevents the witness from rushing into an answer without thinking.

8. Do not engage in argument with the examiner. Mr. Whitmore should not debate Huang, challenge Huang's characterizations at length, or become adversarial. A calm, measured, professional demeanor is essential. If Huang attempts to provoke or frustrate Mr. Whitmore, the best response is composure. B. Topic-Specific Guidance September 12, 2023 Meeting. Mr. Whitmore should testify that the September 12, 2023 meeting was