Contract analysis

I. Purpose and Overview This memorandum is intended to prepare the examination team for the upcoming deposition of Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor Holdings Corp. ("Vantor" or "VHC"), currently scheduled for Friday, August 18, 2023, at 9:30 a.m. The deposition will be conducted at Calderwood & Harkness's offices at 200 Park Avenue, 38th Floor, New York, New York 10166. Vantorovich is

1. Establish Vantorovich's personal knowledge and involvement. Develop a record demonstrating that Vantorovich was personally aware of, and involved in, VTS's operational failures and the decision to redeploy 85 tractors from Stonefield Logistics Group ("SLG" or "Stonefield") dedicated lanes to the Northwind Distribution Co. account in October 2021, directly precipitating the service-level obligation ("SLO") breaches

2. Explore his awareness of SLO failures and VTS's failure to cure. Probe the extent of Vantorovich's knowledge regarding VTS's Q4 2021 performance deterioration across all key SLO metrics, his understanding of the January 18, 2022 Cure Notice, and his knowledge of whether any actual remedial steps were taken during the 30-day cure period.

3. Probe the fee dispute with Caldwell Royce & Shapiro LLP. Elicit factual testimony regarding the status of the attorney-client fee relationship between Vantor and its current counsel, Caldwell Royce & Shapiro LLP ("CRS"), including the existence and nature of approximately $870,000 in unpaid legal invoices, and its potential impact on Vantor's ability and willingness to prosecute this action to conclusion.

4. Elicit testimony on Vantor's failure to mitigate damages. Develop a detailed record demonstrating that Vantor and VTS made no meaningful effort to replace the SLG freight volume after termination, despite operating in a historically favorable freight market in Q1–Q2 2022, and that Vantorovich cannot identify specific mitigation steps beyond what Derek Pruitt already failed to articulate at his July 10, 2023 deposi

5. Lock in testimony on corporate decision-making processes. Obtain commitments from Vantorovich regarding the corporate governance structure and decision-making authority at Vantor and VTS that can be used at summary judgment, either to demonstrate his personal culpability for VTS's breaches or, in the alternative, to support our argument that Vantor Holdings Corp. (the parent) lacks standing as a non-signatory to t

II. Witness Background A. Biographical Information Nikolai Vantorovich is the Chief Executive Officer and sole Founder of Vantor Holdings Corp., a diversified transportation and logistics holding company headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Vantorovich founded the company and built it into an enterprise with approximately $385 million in consolidated revenue for fiscal year 2021.

III. Key Examination Topics and Lines of Questioning This section sets forth the substantive topics to be covered during the Vantorovich deposition, together with recommended lines of questioning, key documents to be used, and the strategic objectives for each topic. The topics are presented in the recommended examination sequence, as further discussed in Section VI below. A. Topic 1: Corporate Structure and Decision

I. Topic 9: The Termination and Vantor's Response Objective. Establish the factual circumstances surrounding the March 4, 2022 termination, Vantorovich's reaction and response, the executive negotiation process, and the decision to file suit. Lines of Questioning Stonefield's termination letter is dated March 4, 2022 and was sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings C

IV. Key Documents for Use at Deposition All documents identified below should be pre-marked as deposition exhibits and assembled in tabbed exhibit binders by Helen Tsao, Senior Paralegal. Additional documents may be identified for real-time retrieval through the Pinnacle Forensics eDiscovery platform (Project ID: PF-SLG-2022-0914), which David Moretti (Litigation Support / eDiscovery Manager) will have available duri

1. Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315). Particular attention to Sections 5.3 (Rate Adjustment Mechanism), 7.4 (Service Level Obligations), 12.1 (Force Majeure), 13.1 (Termination for Cause), 13.2 (Termination Without Cause), 14.2 (Liquidated Damages), 15.1 (Limitation of Liability), and 16 (Dispute Resolution / Executive Negotiation). Schedule B (rate structure

2. Milescu-to-Vantorovich email dated November 12, 2021 (Bates No. VHC-008417). The critical "smoking gun" document: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."

3. VTS Q4 2021 Performance Report (internal VTS document, produced in Vantor's document production). Contains the SLO metrics for the quarter establishing the performance failures.