Contract analysis

I. Purpose and Overview This memorandum is prepared for the purpose of organizing and guiding the witness preparation of Janet Kirkwood, Vice President, Carrier Relations at Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), in advance of her deposition to be taken by plaintiff's counsel, Caldwell Royce & Shapiro LLP ("CRS"), on July 14, 2023. This memorandum is protected by the attorney-client privilege and th

II. Witness Background and Role A. Professional Background Janet Kirkwood holds the title of Vice President, Carrier Relations at Stonefield Logistics Group Inc., headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102. In this capacity, Kirkwood is responsible for managing Stonefield's relationships with its extensive network of approximately 12,000 approved carriers. Her responsibilities encompas

III. Key Risk Areas This section identifies the four principal risk areas that Kirkwood's deposition presents and provides recommended approaches for each. These risk areas have been identified based on our analysis of Vantor's Amended Complaint, the document productions to date, the deposition notices and topics identified in CRS's correspondence, and our assessment of CRS's overall litigation strategy. A. Risk Area

IV. Anticipated Lines of Questioning by CRS Based on our analysis of CRS's litigation posture, the Amended Complaint, Vantor's discovery requests, prior correspondence with CRS, and the deposition topics that Harrison Caldwell and Jason Whitford have pursued in other matters, we anticipate the following principal lines of questioning. A. Background and Role CRS will begin with standard foundational questions about Ki

V. General Deposition Preparation Guidelines for Kirkwood A. Fundamental Rules The following rules should be reviewed with Kirkwood during the preparation session and reinforced throughout:

1. Listen to the full question before answering. Do not begin your answer before the question is complete. This ensures you understand what is being asked and gives defending counsel the opportunity to interpose an objection if appropriate.

2. Answer only the question asked. Do not volunteer additional information, context, or explanation beyond what the question calls for. If the question can be answered "yes" or "no," answer "yes" or "no." If additional context is needed to make the answer accurate, provide it — but do not offer unsolicited narrative.

3. If you do not understand a question, say so. Do not guess at what the examiner means. Ask for clarification: "I'm not sure I understand the question. Could you rephrase it?" You are under no obligation to answer a question you do not understand.

4. If you do not recall, say "I don't recall." This is a perfectly proper and common answer in depositions. Do not guess, speculate, or reconstruct from assumptions. If your recollection is partial, you may say: "I don't recall specifically, but I believe..." — but only if you have an actual, good-faith partial recollection.

5. Do not speculate about the thoughts, motivations, or knowledge of others. You can testify to what you said, did, saw, or heard. You cannot testify to what Carlos Medina was thinking, what Tobias Wren decided, or what Ridgeline Capital Partners knew. If asked about others' states of mind, say: "I can't speak to what [that person] was thinking."

6. Pause briefly before answering. A brief pause — even a count of two or three seconds — before each answer serves two purposes: it allows defending counsel to object if the question is improper, and it gives you time to formulate a careful, precise answer. Do not rush.

7. Do not argue with examining counsel. Harrison Caldwell is an experienced, skilled litigator. He may ask leading questions, confrontational questions, or questions designed to provoke an emotional response. Remain professional, measured, and composed at all times. Do not become defensive, combative, or sarcastic. Your demeanor matters — this deposition may be played at trial.

8. Refer to documents only when shown them. Do not reference documents from memory unless you are certain of the content. If asked about a document you have not been shown, say: "I would need to see the document to answer that question accurately." If a document is placed in front of you, take the time to read it carefully before answering questions about it.

9. It is acceptable to say you need to review a document. You are not expected to have the TSA memorized. If asked about a contractual provision, you may say: "I would need to review the agreement to answer accurately."

10. Do not characterize documents or use legal terms. Do not describe VTS's performance failures as a "material breach" or refer to the termination as being "for cause" — these are legal conclusions. Use plain, factual language: "VTS was not meeting the performance requirements," "VTS rejected tenders," "VTS's on-time delivery rate was below the threshold in the contract." If a document uses a particular term, you ma

VI. Document Review List for Witness Preparation Session (July 11, 2023) Kirkwood should review the following documents in advance of the preparation session scheduled for July 11, 2023. Copies of all listed documents will be assembled by Helen Tsao, Senior Paralegal, and provided to Kirkwood under attorney-client privilege protections. A physical binder and a digital copy on the secure Calderwood & Harkness platform

1. Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) — full executed copy, including all schedules and exhibits.

2. Schedule B — Rate Structure by Lane, setting forth per-mile and accessorial rates for each designated lane.

3. Schedule C — Exclusivity provisions, including the designation of Primary Lanes and Secondary Lanes (Section 2(b)). Kirkwood should be thoroughly familiar with the distinction between Primary and Secondary Lanes and the scope of the exclusivity obligation.

4. Section 5.3 — Rate Adjustment Mechanism, including the indexing formula (70% diesel fuel index, 30% CPI-U) and the annual adjustment dates.

5. Section 7.4 — Substitute Equipment / Surge Capacity obligations, addressing VTS's obligation to maintain and deploy committed equipment levels.

6. Section 12.1 — Force Majeure, including the definition of force majeure events and the notice and adjustment procedures.

7. Section 13.1 — Termination for Cause, including the grounds for termination and the procedural requirements.

8. Section 13.2 — Cure Notice requirements, including the form and content of the notice, the cure period, and the consequences of failure to cure.

9. Section 14.2 — Liquidated Damages provisions.

10. Section 15.1 — Consequential Damages Waiver. B. Cure Notice and Termination Documents

11. Cure Notice dated January 18, 2022 — from Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (Director, Fleet Operations, VTS). This notice specified the material breaches of the SLOs across all five performance categories and invoked the 30-day cure period under Section 13.2.

12. Vantor Response dated February 14, 2022 — from Derek Pruitt (VP, Business Development, VTS) to Janet Kirkwood. Pruitt acknowledged "operational challenges" but disputed the characterization that VTS bore sole responsibility for the performance failures, contending that Stonefield's failure to tender committed volumes contributed to the shortfalls.

13. Termination Letter dated March 4, 2022 — from Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately for failure to cure the material breaches identified in the January 18, 2022 Cure Notice. C. Internal Stonefield Communications (Key Risk Documents)

14. September 22, 2021 email — Kirkwood to Medina. This is the critical risk document. The email states: "VTS is a mess. We're already moving volume to Cascade and Briarwood on Lanes 8–14. If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract." Kirkwood must be thoroughly prepared on this document — it will be the focal point of CRS's examination.

15. Any responsive emails or communications from Carlos Medina or others in the email chain responding to or referencing the September 22, 2021 email.

16. Kirkwood's communications with Derek Pruitt (Vantor) regarding VTS performance issues — all available documents in the production within the SLG Bates range. These communications will show the nature and frequency of Kirkwood's engagement with VTS on performance concerns.

17. Kirkwood's communications with Raymond Hess regarding VTS performance monitoring and the cure notice process, including emails discussing VTS's SLO metrics, the decision to issue the Cure Notice, and the evaluation of VTS's response.

18. Any internal Stonefield emails or memoranda discussing the use of Cascade Freight Systems Inc. or Briarwood Trucking Co. on specific lanes, including any approvals, notifications, or operational directives related to the diversion. D. Performance Data

19. VTS Q4 2021 Performance Report — an internal VTS document obtained in discovery showing VTS's actual performance metrics for Q4 2021, confirming that VTS fell below SLO thresholds across all five measured categories (on-time pickup, on-time delivery, tender acceptance, equipment availability, and cargo claims ratio).

20. Stonefield internal performance tracking data for VTS covering Q3 2021 and Q4 2021, reflecting the trajectory of VTS's declining performance over the second half of 2021.

21. VTS Carrier Performance Portal data printouts used by Raymond Hess in preparing the metrics cited in the January 18, 2022 Cure Notice. E. Rate Adjustment Documents

22. Ashford Meridian LLP rate adjustment analysis memorandum, dated February 2022, analyzing the projected April 2022 rate increase under the TSA's Rate Adjustment Mechanism. The memo projects an increase from a weighted average of $2.87 per mile to $3.28 per mile (a 14.3% increase), resulting in approximately $6.2 million in additional annual transportation costs to Stonefield.

23. Any emails or communications involving Kirkwood discussing the April 2022 rate adjustment, the Ashford Meridian analysis, or the financial impact of the rate increase. F. Documents from Vantor's Production

24. Sandra Milescu internal email dated November 12, 2021 (Bates No. VHC-008417) — from Sandra Milescu to Nikolai Vantorovich. This email states: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." This is an extraordinarily significant document for Stonefield's defense, as it demonstrates that VTS intentionally reduced its dedicated fleet capacity f

25. Key fleet redeployment documents from Vantor's supplemental production, dated June 22, 2023 (4,218 documents), showing that VTS redirected 85 tractors from Stonefield-dedicated lanes to the Northwind Distribution Co. account beginning in October 2021. These documents corroborate the Milescu email and establish that VTS's equipment availability decline was self-inflicted. G. Deposition Transcript

26. Deposition transcript of Derek Pruitt, taken July 10, 2023. Kirkwood should review this transcript with particular attention to Pruitt's admissions that VTS "struggled" to maintain committed fleet capacity in Q4 2021, his inability to identify specific mitigation steps taken by VTS after receiving the Cure Notice, and any testimony by Pruitt regarding his communications with Kirkwood. The Pruitt transcript will b

VII. Specific Question-and-Answer Preparation Scenarios The following scenarios are designed to anticipate specific questions CRS is likely to pose to Kirkwood on the most sensitive topics and to provide recommended approaches for her responses. These scenarios should be rehearsed during the July 11, 2023 preparation session. A. The September 22, 2021 Email Anticipated Question: "Ms. Kirkwood, you wrote to Mr. Medina

VIII. Privilege and Confidentiality Reminders The following privilege and confidentiality guidelines should be reviewed with Kirkwood during the preparation session and reinforced immediately before the deposition: • Kirkwood should not disclose any communications with Calderwood & Harkness LLP involving legal advice, litigation strategy, or the substance of attorney-client consultations. This includes any discussion

IX. Logistics and Administrative Matters Preparation Session: • Date: July 11, 2023 • Location: Calderwood & Harkness LLP offices, 200 Park Avenue, 38th Floor, New York, NY 10166. If travel from Fort Worth is not feasible, the preparation session may be conducted via secure videoconference — confirm with Tobias Wren regarding Kirkwood's travel availability. • Estimated Duration: 3–4 hours • Attendees: Janet Kirkwood;

X. Assessment of Kirkwood as a Witness Based on the September 15, 2022 strategy session conducted at Stonefield's Fort Worth headquarters and subsequent interactions with Kirkwood during the course of discovery and case preparation, our assessment of Kirkwood as a deposition witness is generally favorable. She is articulate, knowledgeable about the VTS relationship and the operational details at issue, and composed u