Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the optimal timing for filing a motion to compel individual arbitration and dismiss the collective claims of the approximately 640 drivers who executed the Independent Contractor Operating Agreement, Version 3.0 ("ICOA v3.0"), which was introduced in January 2023 and contains an arbitration clause with an express class and collective action waiver. Thi

II. Background A. The ICOA v3.0 Arbitration Clause Stonefield's contractual relationship with its delivery drivers is governed by the Independent Contractor Operating Agreement, which has been revised on three occasions since its initial adoption. The original ICOA v1.0 was drafted by Pennfield & Daye LLP in 2018, contemporaneous with the launch of SLG's independent contractor driver program. ICOA v1.0 was subsequent

III. Option A: File Motion to Compel Arbitration Before the Conditional Certification Ruling A. Description. Under Option A, Stonefield would file the motion to compel individual arbitration for the approximately 640 ICOA v3.0 signatories immediately — that is, prior to August 13, 2025, when the opposition to conditional certification is due — as a standalone motion. This would place the arbitration motion before the

IV. Option B: File Motion to Compel Arbitration Concurrently with or Shortly After the Conditional Certification Opposition A. Description. Under Option B, Stonefield would pursue a two-pronged approach: First, Stonefield would incorporate the ICOA v3.0 arbitration clause argument as a significant component of its opposition to conditional certification, which is due on August 13, 2025. The opposition would argue, am

V. Option C: File Motion to Compel Arbitration After the Court Rules on Conditional Certification A. Description. Under Option C, Stonefield would hold the arbitration motion entirely and defer filing until after the court has ruled on the motion for conditional certification. If conditional certification is granted, Stonefield would then file the motion to compel arbitration as a post-certification motion, seeking t

VI. Comparative Analysis A. Summary Table The following table summarizes the key dimensions of comparison across the three timing options: B. Key Considerations Weighed Collective Size Reduction. All three options ultimately aim to achieve the same outcome: the removal of approximately 640 ICOA v3.0 signatories from the potential collective, reducing it from approximately 1,187 to approximately 547 drivers and decrea

VII. Interaction with Other Strategic Considerations A. Impact on Settlement Posture The timing and success of the arbitration motion will materially affect the settlement calculus for both parties. Reducing the collective from 1,187 to 547 drivers changes the analysis significantly. At 547 drivers, the total potential exposure (including FLSA liquidated damages) drops from approximately $73,958,409 to approximately

VIII. Recommendation Based on the analysis set forth in this memorandum, Calderwood & Harkness recommends Option B: file the motion to compel individual arbitration concurrently with or shortly after the opposition to conditional certification. Specifically, we recommend the following sequencing:

1. August 13, 2025: File Stonefield's opposition to conditional certification by the established deadline, prominently incorporating the ICOA v3.0 arbitration clause argument as one of several independent bases for denying or narrowing the proposed collective. The opposition brief should argue that the proposed collective of 1,187 drivers is overbroad because approximately 640 members are bound by enforceable arbitra

2. August 25–27, 2025 (target): File the standalone motion to compel individual arbitration for all ICOA v3.0 signatories, supported by a full brief, declarations, and exhibits. The motion should request that the court (a) compel individual arbitration for all putative collective members who executed ICOA v3.0, (b) dismiss or strike the collective claims of those individuals, and (c) in the event that conditional cer

3. Concurrent request regarding opt-in notices: In connection with the arbitration motion, request that the court (a) defer the distribution of opt-in notices until the arbitration motion is resolved, or alternatively (b) bifurcate the notice process to separately address v3.0 and non-v3.0 drivers, with notices to v3.0 drivers stayed pending the arbitration ruling. If neither stay nor bifurcation is granted, request

IX. Requested Client Direction We respectfully request direction from Ms. Hollis and Mr. Okonkwo on the following items:

1. Confirmation of timing strategy. Please confirm approval of Option B as the timing strategy for the motion to compel individual arbitration, or advise of any preference for an alternative approach.

2. Authorization to file. Please confirm authorization to file the standalone motion to compel individual arbitration in the August 25–27, 2025 timeframe, as described in the recommendation above.

3. Board Update coordination. Please confirm whether Ridgepoint and SLG wish to discuss the arbitration strategy — and its interaction with the exit/recapitalization timeline — in conjunction with the Board Update Memorandum that is scheduled for preparation and distribution on or about July 25, 2025. If so, we can prepare a summary of this memorandum's analysis and recommendation for inclusion in the Board Update Me

4. Exit/recapitalization timeline considerations. Please identify any concerns regarding the impact of the proposed timing strategy on the exit or recapitalization timeline that should inform further strategic adjustments. In particular, if the targeted exit timeline has shifted or if there are specific diligence milestones that require litigation clarity by a particular date, we should adjust our filing and briefing

5. Early mediation discussions. Please advise whether early mediation discussions should be deferred until after the arbitration motion is filed and ruled upon, or whether SLG and Ridgepoint prefer to explore mediation in parallel with the arbitration motion. Our preliminary recommendation is that mediation discussions should be deferred until the arbitration motion is at least filed and fully briefed, so that Stonef

X. Enclosures / Cross-References The following documents are referenced in this memorandum and are either enclosed or available upon request:

1. C&H Memorandum re: Enforceability of ICOA v3.0 Arbitration and Collective Action Waiver (May 15, 2025)

2. Draft Motion to Compel Individual Arbitration and Dismiss Collective Claims of ICOA v3.0 Signatories (draft, not yet filed)

3. Draft Brief in Support of Motion to Compel Arbitration (draft, not yet filed)

4. ICOA Version Comparison Chart — v1.0, v2.0, v3.0 (May 12, 2025)

5. Damages Exposure Analysis Memorandum (June 5, 2025)

6. Initial Case Assessment Memorandum (May 9, 2025) Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Bernard Crawford Partner, Labor & Employment Practice Group Calderwood & Harkness LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: (214) 555-7200 Email: bcrawford@calderwoodharkness.com PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT. This memorandum is pro