Contract analysis

I. PRELIMINARY INSTRUCTIONS AND BACKGROUND A. Introductory Admonitions / Ground Rules Begin with the standard deposition admonitions. Introduce yourself and the purpose of the deposition. Cover the following ground rules thoroughly and obtain an affirmative acknowledgment from the witness on each point:

1. Oath and truthfulness. Mr. Pruitt is testifying under oath. His obligation is to answer each question truthfully, completely, and to the best of his ability. The same penalties for perjury that apply in a courtroom apply here today.

2. Verbal responses. All responses must be verbal — "yes" or "no" rather than head nods or gestures — so that the court reporter can create an accurate transcript. Confirm the witness understands this requirement.

3. Wait for the full question. Ask Mr. Pruitt to wait until the full question is asked before beginning his answer, even if he thinks he knows where the question is going. This avoids talking over each other and ensures the transcript is clear.

4. Distinction between "I don't know" and "I don't recall." Explain the difference: "I don't know" means the witness never had the information, while "I don't recall" means the witness may have known the information at some point but cannot presently remember it. Ask Mr. Pruitt to use these phrases precisely so that the record is accurate.

5. Request for clarification. If Mr. Pruitt does not understand a question, he should say so, and the question will be rephrased. If Mr. Pruitt answers a question without requesting clarification, it will be assumed that he understood the question as asked.

6. No guessing. Mr. Pruitt should not guess. If he can provide an estimate or approximation, he should indicate that it is an estimate. But he should not speculate.

7. Documents. Throughout the deposition, various documents may be placed before Mr. Pruitt. He should take as much time as he needs to review each document before answering questions about it.

8. Breaks. Mr. Pruitt may request a break at any time, but if a question is pending, he must answer it before taking a break. He should not discuss his testimony with his counsel during breaks while a question is pending.

9. Medications and conditions. Confirm with Mr. Pruitt that he is not currently under the influence of any medication, drug, alcohol, or other substance — or suffering from any physical or mental condition — that could impair his ability to understand questions or give truthful, complete answers today.

10. Document preparation. Confirm whether Mr. Pruitt reviewed any documents in preparation for this deposition. Probe what documents were reviewed. Were these documents provided by counsel at Caldwell Royce & Shapiro LLP? Identify the specific documents by name or description. Did Mr. Pruitt review any documents other than those provided by CRS? Did he review any documents at his home, at Vantor's offices, or elsewhe

1. Full name and current title. Confirm that the witness's full legal name is Derek Pruitt. Confirm his current title is Vice President, Business Development, Vantor Holdings Corp.

2. Duration in current role. How long has Mr. Pruitt held the title of VP, Business Development? When did he first assume this position? What was the effective date?

3. Employment history at Vantor. When did Mr. Pruitt first become employed by Vantor Holdings Corp.? What was his initial title or role? Trace his progression through any prior roles at Vantor before becoming VP, Business Development.

4. Reporting structure. To whom does Mr. Pruitt currently report? Does he report to Nikolai Vantorovich, the Chief Executive Officer, or to Sandra Milescu, the Chief Operating Officer? Has his reporting line changed at any point during his tenure at Vantor? If so, when and why?

5. Educational background. What is Mr. Pruitt's educational background? What degrees, if any, has he obtained? From which institutions? Are any of those degrees related to business, logistics, supply chain management, or transportation?

6. Prior employment. Before joining Vantor, was Mr. Pruitt employed in the transportation or logistics industry? If so, with which companies? In what capacities? For how long?

7. General description of duties. Ask Mr. Pruitt to describe, in his own words, his duties and responsibilities as VP, Business Development. Probe specifically: Is he responsible for maintaining and managing client relationships? Is he responsible for business development — that is, identifying and securing new clients or expanding existing relationships? Does he have responsibility for contract management, including

8. Primary relationship manager for Stonefield. Confirm that Mr. Pruitt was the "primary relationship manager" at Vantor/VTS for the Stonefield Logistics Group Inc. account throughout the term of the Transportation Services Agreement. What did that role entail on a day-to-day basis? How frequently did he interact with Stonefield personnel? By what means — in person, telephone, email, video conference?

9. Counterpart at Stonefield. Identify who at Stonefield was Mr. Pruitt's primary counterpart. Establish that his primary point of contact was Janet Kirkwood, Vice President, Carrier Relations, at Stonefield Logistics Group Inc. How long did Mr. Pruitt work with Ms. Kirkwood? Did they have a standing meeting schedule? How would Mr. Pruitt characterize their working relationship? C. Corporate Structure Establish the c

1. Employment entity. Confirm that Mr. Pruitt is employed by Vantor Holdings Corp. — not by any subsidiary or affiliate.

2. Parent-subsidiary relationship. Confirm Mr. Pruitt's understanding of the relationship between Vantor Holdings Corp. (the parent entity, a New York corporation) and Vantor Transport Services LLC ("VTS") (a wholly owned operating subsidiary, organized as a New York limited liability company, with Vantor Holdings Corp. as its sole member).

3. VTS as operating entity. Confirm that VTS was the entity that actually performed the transportation services under the TSA. VTS employed the drivers, owned or leased the tractors and trailers, and managed the day-to-day operations.

4. VTS as signatory. Confirm that VTS — not Vantor Holdings Corp. — was the signatory counterparty to the TSA alongside Stonefield Logistics Group Inc. The parties to the TSA were Stonefield Logistics Group Inc. (as "Shipper-Broker") and Vantor Transport Services LLC (as "Carrier-Provider").

5. Pruitt's role vis-à-vis VTS. Establish whether Mr. Pruitt held any title, position, or formal role at VTS itself, or whether he was solely an employee of Vantor Holdings Corp. If Pruitt had no formal VTS role, how was his authority to act on behalf of VTS in the Stonefield relationship established? Was there a services agreement, delegation of authority, or informal arrangement?

6. Other key personnel. Identify other key Vantor/VTS personnel involved in the Stonefield relationship: • Sandra Milescu, Chief Operating Officer — What was her role in the SLG relationship? Did she have operational oversight over VTS's performance of the TSA? • Gregory Fielding, Chief Financial Officer — Was Mr. Fielding involved in financial aspects of the SLG contract, including rate calculations, ACV tracking, a

7. Decision-making hierarchy. Establish who at Vantor/VTS made decisions regarding: (a) fleet deployment — the allocation of tractors and trailers to specific customer accounts; (b) service operations — the day-to-day execution of transportation services; (c) contract performance — monitoring and ensuring compliance with contractual obligations; and (d) termination response — how to respond when Stonefield issued the

II. THE TRANSPORTATION SERVICES AGREEMENT (TSA) A. Negotiation and Execution

1. Confirm Mr. Pruitt's involvement in negotiating the Transportation Services Agreement, bearing Contract Reference No. SLG-VTS-2019-0315.

2. Confirm the execution date: the TSA was executed on March 15, 2019. The parties to the agreement were Stonefield Logistics Group Inc., designated as the "Shipper-Broker," and Vantor Transport Services LLC, designated as the "Carrier-Provider."

3. Confirm Mr. Pruitt's understanding that the TSA was originally drafted by Stonefield's outside counsel, specifically Ashford Meridian LLP, and that the lead attorney responsible for the drafting was Lorraine Beckwith of that firm. Was Vantor/VTS afforded the opportunity to negotiate and redline the draft?

4. Who at Vantor or VTS participated in the negotiation of the TSA? Did Mr. Pruitt personally participate in the negotiation sessions? If so, in what capacity? Who else at Vantor/VTS was involved — Ms. Milescu? Mr. Fielding? Mr. Vantorovich? Outside counsel? Who had final approval authority to authorize execution of the TSA on behalf of VTS?

5. Confirm that Mr. Pruitt is familiar with the key terms of the TSA. Did he read the entire agreement before or at the time of execution? Has he read it since? How many times? When was the last time he reviewed the TSA? B. Key Terms — Scope and Volume

1. Term. The TSA had a term of five years, commencing April 1, 2019, and expiring March 31, 2024.

2. Automatic renewal. The TSA provided for automatic renewal for successive two-year periods, unless either party provided written non-renewal notice at least 180 days prior to the expiration of the then-current term.

3. Scope of services. Under the TSA, VTS was obligated to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors. Confirm Mr. Pruitt's understanding of this scope.

4. Annual Committed Volume (ACV). Under the TSA, Stonefield committed to tender a minimum annual freight volume of $43.2 million in transportation charges to VTS per contract year. Confirm Mr. Pruitt's understanding of this commitment.

5. Total five-year minimum commitment. The total minimum commitment over the five-year term was $216 million ($43.2 million multiplied by five years). Confirm Mr. Pruitt's understanding.

6. Significance of the ACV. Probe Mr. Pruitt's understanding of the ACV and its significance to VTS's and Vantor's business planning. How did the $43.2 million annual commitment factor into VTS's decisions regarding fleet acquisition, driver hiring, and capital expenditure? Was the ACV a material component of Vantor's overall revenue projections?

7. VTS fleet commitment. Confirm Mr. Pruitt's understanding that VTS, in turn, committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight for the duration of the TSA term. Was this commitment a quid pro quo for Stonefield's volume commitment? C. Key Terms — Service Level Obligations (SLOs) Walk Mr. Pruitt through each of the Service Level Obligations set fort

1. On-time pickup rate: Greater than or equal to 95%. What does this metric measure? How was "on-time" defined?

2. On-time delivery rate: Greater than or equal to 93%. How did this differ from the pickup metric? Were delivery windows defined in the TSA or in the individual load tenders?

3. Cargo claims ratio: Less than or equal to 0.5% of gross revenue. How was this ratio calculated? What constituted a "cargo claim" for purposes of this metric?

4. Tender acceptance rate: Greater than or equal to 90%. What does this metric measure? When Stonefield tendered a load to VTS, was VTS obligated to accept at least 90% of those tenders?

5. Equipment availability compliance: Greater than or equal to 85% of committed fleet capacity. Given a commitment of 400 tractors, this meant VTS was required to have at least 340 tractors available for Stonefield freight at any given time. Confirm Mr. Pruitt's understanding.

6. Contractual significance. Confirm that Mr. Pruitt understood these SLOs were contractually binding performance standards — not aspirational targets or guidelines. Failure to meet these standards constituted a potential material breach of the TSA.

7. Measurement and reporting. How were SLO metrics measured and reported? Confirm that VTS maintained its own Carrier Performance Portal, and that the performance data was generated and tracked through that system. Was the data in VTS's Carrier Performance Portal shared with Stonefield on a regular basis?

8. Internal review. How frequently were SLO metrics reviewed internally at Vantor/VTS? Was there a weekly, monthly, or quarterly review process? Who participated in those reviews? Did Mr. Pruitt participate?

9. Responsibility for monitoring. Who at VTS was primarily responsible for monitoring compliance with SLOs? Was it Mr. Pruitt? Ms. Milescu? An operations manager? Someone else? D. Key Terms — Termination Provisions

1. Termination for Cause — Section 13.1. Confirm Mr. Pruitt's understanding of what constituted "Cause" under the TSA. Walk through each ground: (a) Material breach that remains uncured for 30 calendar days after the breaching party's receipt of written notice specifying the breach; (b) Insolvency, bankruptcy, or the commencement of proceedings under any bankruptcy or insolvency law; (c) Failure to maintain required

2. Cure Notice requirement — Section 13.2. The party asserting Cause was required to provide written notice specifying with "reasonable particularity" the nature and extent of the alleged breach. The breaching party then had 30 calendar days from receipt of such notice to cure the identified breach. Confirm Mr. Pruitt's understanding of this mechanism.

3. Liquidated damages — Section 14.2. If Stonefield terminated the TSA other than for Cause (i.e., a termination without Cause or a wrongful termination), Stonefield was obligated to pay VTS liquidated damages equal to 75% of the ACV multiplied by the number of remaining full contract years, plus a pro rata amount for any partial year. Confirm Mr. Pruitt's understanding of this provision.

4. Confirm that Mr. Pruitt understood these termination and liquidated damages provisions at the time the TSA was executed, and that he understood them at the time of Stonefield's Cure Notice and subsequent termination. E. Key Terms — Exclusivity / Schedule C

1. Schedule C exclusivity. The TSA included a Schedule C that addressed lane exclusivity. Under Schedule C, 14 designated "Primary Lanes" — defined as specific origin-destination pairs — were subject to exclusivity. On these Primary Lanes, Stonefield committed to using VTS as its exclusive carrier-provider, subject to certain exceptions (e.g., force majeure, VTS inability to service).

2. Primary Lanes vs. Secondary Lanes. Schedule C, Section 2(b) distinguished between "Primary Lanes" and "Secondary Lanes." Confirm Mr. Pruitt's understanding of this distinction. Secondary Lanes were lanes on which Stonefield could use other carriers without violating the TSA's exclusivity provisions.

3. Pruitt's knowledge of lane designations. Probe whether Mr. Pruitt can identify which specific lanes were designated as Primary Lanes and which were designated as Secondary Lanes. Can he identify the 14 Primary Lane origin-destination pairs from memory? If not, is he at least familiar with the general geographic scope of the Primary Lanes versus the Secondary Lanes? F. Key Terms — Force Majeure

1. Section 12.1 — Force Majeure provision. The TSA contained a force majeure clause at Section 12.1. Confirm Mr. Pruitt's awareness of this provision and his general understanding of its scope.

2. Stonefield's COVID-19 force majeure invocation. Confirm Mr. Pruitt's awareness that Stonefield invoked the force majeure provision in connection with the COVID-19 pandemic's impact on freight demand. Stonefield's force majeure notice covered the period from approximately April 2020 through September 2020.

3. Vantor's response. Did Vantor or VTS dispute Stonefield's force majeure invocation at the time it was made? Was there any written objection? Any informal objection communicated verbally? If Vantor/VTS did not dispute the force majeure invocation at the time, does Mr. Pruitt now contend that the invocation was improper?

4. Impact on ACV calculation. Explore the impact of the force majeure invocation on the ACV calculation for Contract Year 2. If force majeure excused performance for six of the twelve months in CY2 (April through September 2020), the adjusted ACV for CY2 would be $21.6 million ($43.2 million multiplied by 6/12). Does Mr. Pruitt agree with this calculation? If not, what is his alternative calculation and on what basis