Contract analysis

I. PRELIMINARY NOTES AND EXAMINATION STRATEGY A. Role and Importance of Witness Sandra Milescu serves as the Chief Operating Officer of both Vantor Holdings Corp. ("Vantor Holdings") and Vantor Transport Services LLC ("VTS"), the wholly owned operating subsidiary that was the signatory counterparty to the Transportation Services Agreement ("TSA") with our client, Stonefield Logistics Group Inc. ("Stonefield" or "SLG"

1. Intentionality of VTS's fleet reduction on the SLG account. Milescu's testimony is essential to establish that the fleet redeployment was a deliberate commercial decision, not the result of unavoidable market conditions or Stonefield's own conduct.

2. Whether SLG was notified of capacity reallocation. The November 12 email suggests VTS intentionally withheld notice of the fleet reduction from Stonefield. Milescu must be examined on whether any notification was ever provided and, if not, why not.

3. VTS's knowledge of its own SLO failures. Milescu's testimony will establish that VTS was aware of its deteriorating performance metrics in Q4 2021 and that the SLO failures were a foreseeable consequence of the fleet redeployment.

4. The Northwind Distribution Co. relationship. The fleet redeployment records from the supplemental production indicate that a significant portion of the 85 reassigned tractors were redirected to the Northwind account. Milescu's testimony is necessary to establish the commercial motivation behind the redeployment and to undermine Vantor's narrative that the fleet reduction was caused by Stonefield's volume tendering

5. VTS's cure efforts (or lack thereof) during the 30-day cure period. Milescu's testimony will demonstrate that VTS failed to take meaningful steps to cure the identified breaches during the January 18 through February 17, 2022 cure period.

6. Mitigation efforts after termination. Milescu's testimony will show that VTS failed to take reasonable steps to mitigate its alleged damages following the March 4, 2022 termination of the TSA. B. Key Objectives The following are the primary objectives for this deposition, listed in order of priority:

1. Establish Milescu's personal authority over fleet deployment decisions and the SLG account. It is critical to establish that Milescu had the authority — whether sole or shared with Vantorovich — to make fleet redeployment decisions, and that she exercised that authority in connection with the October 2021 decision to reassign 85 tractors from SLG dedicated lanes. This eliminates any future argument that Milescu wa

2. Authenticate and explore the November 12, 2021 email (VHC-008417). This email must be authenticated through Milescu's testimony. Every sentence of the email must be examined in detail. The goal is to lock in testimony that VTS intentionally diverted 85 tractors away from SLG dedicated lanes to serve the Northwind Distribution Co. account and that VTS deliberately concealed this decision from Stonefield. Milescu's

3. Establish that VTS did not notify Stonefield of the fleet redeployment. This is essential to our argument that VTS breached the TSA both substantively (by failing to maintain committed fleet capacity) and through concealment (by withholding material information about a capacity reduction that it knew would impair its performance).

4. Demonstrate that VTS's SLO failures were self-inflicted and not caused by Stonefield's volume tendering. Vantor has alleged that Stonefield's failure to tender the Annual Committed Volume ("ACV") minimum justified VTS's fleet reduction. This claim must be tested rigorously. The chronology does not support Vantor's position: at the time of the October 2021 redeployment, Stonefield's CY3 volume tendering had not yet

5. Undermine Vantor's "pretextual termination" narrative. Vantor's central theory is that Stonefield terminated the TSA to avoid the April 2022 rate adjustment, which would have increased Stonefield's costs by approximately $6.2 million annually. This theory presupposes that VTS's performance failures were not a genuine basis for termination. By establishing the reality and severity of VTS's breaches through Milescu'

6. Establish VTS's failure to cure within the 30-day cure period (January 18–February 17, 2022). Under Section 13.2 of the TSA, the non-breaching party is required to provide a written cure notice specifying the material breach and allowing 30 calendar days for cure. Stonefield complied with this provision. VTS did not cure the identified breaches within the cure period, as demonstrated by VTS's own performance data.

7. Explore VTS's failure to mitigate damages after the March 4, 2022 termination. Under New York law, Vantor bears the burden of proving that it took reasonable steps to mitigate its damages. The record developed through the Pruitt deposition suggests that VTS took minimal steps to replace the lost Stonefield volume, despite favorable market conditions in Q1–Q2 2022. Milescu's testimony should further establish this

8. Lay foundation for first-to-breach defense. Under well-established New York law, a party who commits the first material breach of a contract cannot recover damages from the other party for a subsequent breach. VTS's unilateral decision to reduce its fleet commitment from 400 tractors to approximately 248 tractors in October 2021 — without notice to Stonefield and in contravention of the TSA's fleet commitment prov

9. Probe Vantor's damages claims, particularly stranded assets ($5.2 million) and workforce reduction ($2.87 million). Both categories of damages are subject to challenge on multiple grounds, including failure to mitigate, the redeployability of allegedly stranded assets, and the inconsistency between the workforce reduction claim and VTS's concurrent operation of the Northwind account using some of the same assets a

1. November 12, 2021 email and fleet redeployment (Topic 3 — 75 minutes)

2. Cure period failure (Topic 4 — 45 minutes)

3. Mitigation failure (Topic 6 — 45 minutes)

4. Damages (Topic 7 — 30 minutes)

5. Background/relationship (Topics 1 and 2 — 60 minutes combined)

6. Rate adjustment awareness and other secondary topics (Topics 5, 8–11) The priority topics (1 through 4 above) constitute the core of the examination and must be covered in full even if time constraints require abbreviation of lower-priority topics.

II. TOPIC 1: BACKGROUND, ROLE, AND AUTHORITY Estimated Time: 30 minutes A. Personal Background Begin with standard background questions to establish the witness's identity, qualifications, and credibility: • State your full name for the record. • What is your current title? • Confirm that Milescu holds the title of Chief Operating Officer of both Vantor Holdings Corp. and Vantor Transport Services LLC. • How long hav

III. TOPIC 2: THE STONEFIELD RELATIONSHIP AND TSA Estimated Time: 30 minutes A. TSA Negotiation and Execution • What was your role in the negotiation of the Transportation Services Agreement with Stonefield, dated March 15, 2019? • Were you involved in the initial business discussions that led to the TSA? Who at VTS initiated the relationship with Stonefield? • Did you participate in the drafting or review of the TSA

IV. TOPIC 3: FLEET REDEPLOYMENT — THE NOVEMBER 12, 2021 EMAIL Estimated Time: 75 minutes — PRIORITY TOPIC This is the most important section of the deposition. The November 12, 2021 email (VHC-008417) is the linchpin of our defense, and Milescu's testimony on this topic will be central to summary judgment briefing, trial preparation, and potential settlement discussions. Every effort should be made to conduct a thoro

V. TOPIC 4: THE CURE PERIOD (JANUARY 18 – FEBRUARY 17, 2022) Estimated Time: 45 minutes A. Receipt and Review of Cure Notice • I am handing you what has been marked as Exhibit E. Do you recognize this document? • This is the Cure Notice dated January 18, 2022, sent from Raymond Hess, Director of Contract Compliance at Stonefield, to you, Sandra Milescu, as COO of VTS. Correct? • Confirm that you received this Cure No

VI. TOPIC 5: TERMINATION AND AFTERMATH Estimated Time: 30 minutes A. Termination Letter • I am handing you what has been marked as Exhibit G. Do you recognize this document? • This is a letter dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield Logistics Group Inc. Correct? • Confirm that you received this letter on or about March 4, 2022. • The letter states that VTS "failed to cure the material bre

VII. TOPIC 6: MITIGATION OF DAMAGES Estimated Time: 45 minutes A. Post-Termination Mitigation Efforts Under New York law, a party claiming breach of contract damages has a duty to take reasonable steps to mitigate those damages. This topic explores VTS's post-termination efforts — or lack thereof — to replace the lost Stonefield volume: • After the TSA was terminated on March 4, 2022, what steps did VTS take to repla

VIII. TOPIC 7: DAMAGES — SUPPORTING DETAIL Estimated Time: 30 minutes A. Liquidated Damages Claim • Vantor claims total liquidated damages of $67,230,000, calculated as follows: $64.8 million for the two full remaining contract years (75% × $43.2 million ACV × 2 years), plus approximately $2.43 million for the partial 27-day period. Is that consistent with your understanding? • The liquidated d