Contract analysis

I. PRELIMINARY MATTERS AND EXAMINATION STRATEGY NOTES A. Strategic Objectives The deposition of Nikolai Vantorovich is among the most critical depositions remaining in this case. Vantorovich is the chief executive officer and founder of Vantor Holdings Corp., the plaintiff in this action, and as such he is the individual most responsible for the business decisions at the heart of the dispute. The following strategic

1. Establish Vantorovich as the ultimate decision-maker. Despite anticipated testimony that he delegated "day-to-day" operational decisions to Sandra Milescu (COO) and Derek Pruitt (VP, Business Development), we must establish that Vantorovich exercised ultimate authority over all material business decisions at both Vantor Holdings Corp. and its wholly owned subsidiary, Vantor Transport Services LLC ("VTS"). This is

2. Pin down knowledge of and involvement in the decision to reassign 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021. This is the central "smoking gun" issue. Document VHC-008417 — the November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich — is the single most damaging document in this case. Milescu wrote: "We've pulled 85 tractors off the SLG dedicated lanes

3. Establish that Vantor made no meaningful mitigation efforts after the termination on March 4, 2022. This objective directly undermines Vantor's damages claims. The freight market conditions in Q1 and Q2 of 2022 were robust, with spot rates elevated approximately 35% above historical averages and strong demand for carrier capacity. Despite these favorable conditions, Derek Pruitt testified at his July 10, 2023 depo

4. Explore the Vantor–CRS fee dispute as context for credibility and litigation posture. Caldwell Royce & Shapiro LLP, Vantor's counsel, has approximately $870,000 in unpaid invoices and has filed a motion to withdraw. This financial pressure on the litigation is relevant both to Vantor's ability to prosecute and to its overall financial condition, which in turn affects the damages analysis.

5. Lock in testimony regarding Vantor's awareness that VTS performance metrics fell below all five Service Level Obligations in Q4 2021. Vantor's own internal performance reports show that VTS failed to meet every single SLO threshold in Q4 2021: on-time pickup at 78.2% (vs. 95% SLO), on-time delivery at 81.6% (vs. 93% SLO), tender acceptance at 71.4% (vs. 90% SLO), equipment availability at 62% (vs. 85% SLO), and ca

6. Explore Vantorovich's understanding of the TSA's termination-for-cause provisions (Section 13.1) and liquidated damages clause (Section 14.2). Vantorovich's understanding of these provisions at the time of execution and at the time of termination is critical to our enforceability arguments and our defense that termination was for Cause.

7. Establish financial distress at Vantor that may undermine damages claims and suggest alternative causes for Vantor's revenue decline. Vantor's revenue dropped from approximately $385 million in FY 2021 to approximately $310 million in FY 2022 — a decline of approximately $75 million. Even at maximum, only approximately $43 million of that decline is attributable to the loss of the SLG contract. The remaining $32 m

8. Obtain admissions regarding VTS's failure to notify Stonefield of the fleet redeployment. No one at Vantor or VTS notified Stonefield that 85 tractors — 21% of the committed 400-tractor fleet — were being reassigned. This failure to notify is relevant to both breach and good faith. B. General Examination Notes The following notes should be kept in mind throughout the examination: • Witness Profile. Nikolai Vantoro

II. TOPIC 1: BACKGROUND AND ROLE AT VANTOR A. Personal Background Begin the examination with foundational background questions. These are designed to put the witness at ease before moving to substantive topics, but they also serve the strategic purpose of establishing Vantorovich's deep personal connection to and control over Vantor Holdings Corp. and its operations. • State his full name for the record. Confirm his

III. TOPIC 2: THE TRANSPORTATION SERVICES AGREEMENT (TSA) A. Negotiation and Execution • Who at Vantor participated in the negotiation of the TSA? Was Vantorovich personally involved in the negotiations, or did he delegate that responsibility? If he participated, in what capacity — did he negotiate commercial terms, review drafts, attend negotiation sessions? • Did Vantor retain outside counsel to review the TSA prio

IV. TOPIC 3: PERFORMANCE UNDER THE TSA — CONTRACT YEARS 1–3 A. Contract Year 1 (April 2019 – March 2020) • Walk through general performance during the first contract year. Were there any significant operational issues during CY1? Did VTS meet the Service Level Obligations? Were there any disputes between VTS and Stonefield regarding performance, volume, or any other aspect of the relationship? • What was the volume t

V. TOPIC 4: FLEET REDEPLOYMENT — THE "SMOKING GUN" ISSUE This is the single most critical topic in the deposition. Allocate up to 60 minutes. The objective is to establish that Vantorovich was aware of, approved, or at minimum received contemporaneous notice of VTS's decision to reassign 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account, and that no one at Vantor or VTS notified Stonefiel

VI. TOPIC 5: THE CURE NOTICE AND TERMINATION A. Receipt of Cure Notice • Stonefield issued a Cure Notice dated January 18, 2022. The Cure Notice was sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, COO of VTS. The Cure Notice identified VTS's failure to meet the Service Level Obligations and demanded that VTS cure the identified breaches within 30 calendar days — i.e., by Februa

VII. TOPIC 6: VANTOR'S COUNTER-ALLEGATIONS AGAINST STONEFIELD A. Volume Shortfall Allegations Vantor alleges in its Amended Complaint that Stonefield failed to tender the Annual Committed Volume in Contract Years 2 and 3, constituting a material breach of the TSA. • As discussed above, CY2 actual tenders were $31.8 million against an unadjusted ACV of $43.2 million. However, Stonefield invoked force majeure under Sec

VIII. TOPIC 7: DAMAGES AND MITIGATION This is the second of the two most critical topic areas in the deposition, alongside the fleet redeployment issue. The goal is to undermine every component of Vantor's $95.4 million damages claim and to establish that Vantor failed to mitigate its damages. A. Liquidated Damages Claim Vantor claims $67.23 million in liquidated damages under Section 14.2 of the TSA. This figure is

IX. TOPIC 8: RELATIONSHIP WITH COUNSEL AND LITIGATION CONDUCT A. Retention of Caldwell Royce & Shapiro LLP Preliminary note: Tread carefully in this area. Do not invade attorney-client privilege. Focus on facts regarding fee arrangements, payment history, and the current status of the attorney-client relationship — not the content of any legal advice received. • When was Caldwell Royce & Shapiro LLP retained to repre

X. TOPIC 9: VANTOR'S CURRENT FINANCIAL CONDITION AND ABILITY TO PROSECUTE A. Current Operations • Is VTS still operating as of the date of this deposition? What is its current fleet size? How does the current fleet compare to the approximately 650 tractors and 2,100 trailers it operated in 2021? • What are Vantor's current revenue levels? How do they compare to the FY 2022 revenue of approximately $310 million? • Has

XI. EXHIBIT LIST — PRE-MARKED DOCUMENTS The following documents should be pre-marked and organized in binders for the examining attorney, second chair, court reporter, and defending counsel prior to commencement of the deposition:

XII. EXAMINATION FLOW AND TIME ALLOCATION The following time allocation is designed to ensure that all topics are covered within the 7-hour limit prescribed by FRCP 30(d)(1), while allowing adequate buffer time for objections, breaks, follow-up questions, and potential delays caused by witness obstruction. Time management notes: The two critical topic blocks — Fleet Redeployment (60 minutes) and Damages and Mitigatio

XIII. KEY ADMISSIONS TO OBTAIN The following ten admissions represent the highest-priority testimony to obtain during this deposition. Each admission, if obtained, materially advances Stonefield's defense and/or undermines a critical element of Vantor's claims. The examining attorney should be mindful of these targets throughout the deposition and should structure questions to build methodically toward each admission

1. Vantorovich received the November 12, 2021 Milescu email (VHC-008417) regarding the reassignment of 85 tractors from SLG dedicated lanes. He was the direct and sole recipient. Even if he denies reading it, the fact of receipt is established by the document itself.

2. No one at Vantor or VTS notified Stonefield of the fleet reassignment. This admission is corroborated by Milescu's August 4, 2023 deposition testimony. Vantorovich's confirmation would be a second witness establishing this critical fact.

3. VTS performance fell below all five SLO thresholds in Q4 2021. This is documented in VTS's own internal performance report (Ex. 13). Vantorovich's admission eliminates any factual dispute about whether Cause existed for termination.

4. Vantor/VTS never sent Stonefield a written cure notice regarding alleged volume shortfalls. This admission undercuts Vantor's claim that Stonefield was in material breach and demonstrates that Vantor did not treat the alleged shortfalls as material at the time they occurred.

5. Vantor/VTS made no meaningful mitigation efforts after the March 4, 2022 termination despite favorable freight market conditions. This admission, combined with Pruitt's similar testimony, supports Stonefield's affirmative defense of failure to mitigate.

6. Vantorovich cannot identify specific replacement contracts entered into post-termination. This corroborates the failure to mitigate and demonstrates that the damages claim is speculative.

7. The fleet reassignment to Northwind Distribution Co. necessarily reduced VTS's capacity to serve the SLG account. This is a matter of arithmetic and should be conceded, but if the witness resists, the numbers speak for themselves.

8. Vantorovich personally approved or was aware of the decision to prioritize the Northwind account over the Stonefield account. If he approved the decision, it demonstrates his direct involvement in the conduct that caused the breach. If he was merely aware, it demonstrates that he failed to intervene despite knowing VTS was compromising its largest contract.

9. The $95.4 million damages figure substantially exceeds Vantor's actual economic loss from the termination. Vantor's total revenue decline from FY 2021 to FY 2022 was approximately $75 million, and only approximately $43 million of that is attributable to the SLG contract at maximum. Claiming $95.4 million in damages against a $43.2 million annual contract is facially unreasonable.

10. Vantor has been unable to retain replacement counsel and may lack the financial resources to continue prosecution. This admission is relevant to the Court's management of the case and may support a motion for security for costs or dismissal for failure to prosecute.

XIV. CAUTIONS AND RISK AREAS The following areas present risks during the deposition that the examining attorney should be prepared to address:

1. Kirkwood September 22, 2021 Email (Ex. 9). Expect Harrison Caldwell or Jason Whitford to use this document on cross-examination or redirect to establish that Stonefield had a premeditated plan to exit the TSA and had been diverting volume to competing carriers (Cascade Freight Systems and Briarwood Trucking) before VTS's performance deteriorated. Defending counsel may argue that this email demonstrates Stonefield'