Contract analysis

I. DEPOSITION OVERVIEW The deposition of Derek Pruitt was taken on July 10, 2023, at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166. The deposition commenced at approximately 9:30 a.m. and concluded at approximately 5:15 p.m., lasting approximately seven hours inclusive of a one-hour lunch break and two additional short breaks taken at the request of defending counsel.

II. BACKGROUND AND ROLE OF WITNESS Derek Pruitt testified that he has served as Vice President of Business Development at Vantor Holdings Corp. ("Vantor" or "VHC") since approximately September 2017. In this capacity, Pruitt reports directly to Vantor's Chief Executive Officer, Nikolai Vantorovich. Pruitt described his primary responsibilities as managing relationships with Vantor's major shipper-broker accounts, ove

III. TESTIMONY REGARDING TSA PERFORMANCE — CONTRACT YEARS 1 AND 2 A. Contract Year 1 (April 1, 2019 – March 31, 2020) Pruitt described Contract Year 1 ("CY1") as a period that was "generally smooth" from both an operational and a commercial perspective. He testified that VTS met or exceeded all five of the Service Level Obligations ("SLOs") established in the TSA throughout CY1. Those SLOs, as set forth in the agreem

1. On-time pickup rate: ≥ 95%

2. On-time delivery rate: ≥ 93%

3. Cargo claims ratio: ≤ 0.5% of total freight value

4. Tender acceptance rate: ≥ 90%

5. Equipment availability: ≥ 85% of committed fleet capacity Pruitt confirmed that during CY1, Stonefield tendered freight volumes at or above the Annual Committed Volume ("ACV") of $43.2 million, which was the contractual minimum volume commitment set forth in Schedule A to the TSA. Pruitt characterized the relationship during this period as "cooperative" and "productive," and stated that there were no material disp

IV. TESTIMONY REGARDING Q3–Q4 2021 PERFORMANCE DETERIORATION A. Awareness of Service Level Failures Pruitt acknowledged that he was aware VTS was "struggling" with its service performance in the second half of 2021, particularly during the fourth quarter of that year. Pruitt described this period as a "difficult operating environment" characterized by a "nationwide driver shortage," elevated fuel costs, and general s

V. TESTIMONY REGARDING THE CURE NOTICE AND TERMINATION A. Cure Notice (January 18, 2022) Pruitt confirmed that Vantor received a Cure Notice dated January 18, 2022, which was issued by Raymond Hess, Director of Contract Compliance at Stonefield, and addressed to Sandra Milescu in her capacity as COO of Vantor/VTS. The Cure Notice was marked as Pruitt Deposition Exhibit 7. Pruitt acknowledged that the Cure Notice iden

VI. TESTIMONY REGARDING VOLUME SHORTFALLS AND STONEFIELD'S ALLEGED BREACH A. CY2 Shortfall Allegations Pruitt testified that Stonefield failed to tender the $43.2 million Annual Committed Volume during Contract Year 2 (April 2020 through March 2021), with actual tenders totaling only approximately $31.8 million. Pruitt characterized this as an $11.4 million shortfall against the contractual commitment. However, when

VII. TESTIMONY REGARDING POST-TERMINATION MITIGATION EFFORTS This section addresses what is, in the undersigned's assessment, the single most significant area of weakness in Vantor's case: the absence of any meaningful post-termination mitigation efforts by Vantor or VTS. Pruitt was asked what steps Vantor and VTS took after March 4, 2022 — the date of the TSA termination — to mitigate damages by replacing the lost S

VIII. TESTIMONY REGARDING DAMAGES Pruitt was asked about Vantor's claimed damages of approximately $95.4 million. Pruitt testified that he was "not involved in the damages calculation" and deferred to Vantor's CFO, Gregory Fielding, and to the expert report of Dr. Philip Trask of Trask Greystone & Associates, which Vantor submitted as its expert damages report. Although Pruitt disclaimed expertise on the damages anal

IX. TESTIMONY REGARDING INTERNAL COMMUNICATIONS AND VANTOR DECISION-MAKING Pruitt provided testimony regarding Vantor's internal decision-making structure as it related to the Stonefield account. He described a division of responsibilities in which day-to-day operational decisions — including fleet deployment, driver assignments, and equipment allocation — were made by COO Sandra Milescu and her operations team, whil

X. REDIRECT EXAMINATION HIGHLIGHTS On redirect examination by Jason Whitford of Caldwell Royce & Shapiro LLP, Pruitt offered testimony on several points intended to bolster Vantor's litigation themes. The key areas addressed on redirect are summarized below: Volume Shortfalls as Root Cause. Pruitt emphasized on redirect that Stonefield's volume shortfalls in CY2 and CY3 preceded VTS's performance decline, and that th

XI. EXHIBITS LIST The following twenty-four exhibits were marked during the deposition of Derek Pruitt on July 10, 2023:

XII. ASSESSMENT AND ANALYSIS A. Strengths for Stonefield's Defense The Pruitt deposition yielded several significant admissions and evidentiary developments that are favorable to Stonefield's defense. These are assessed in order of significance below.

1. Admission of SLO Failures. Pruitt admitted that VTS "struggled" to maintain committed fleet capacity and confirmed that all five Q4 2021 performance metrics fell "materially below" the contractual SLO thresholds. This admission, made by one of Vantor's most senior commercial personnel, corroborates the factual predicate for Stonefield's termination of the TSA for Cause under Section 13.1(a). Pruitt's initial attem

2. Inability to Demonstrate Cure. Pruitt could not identify any specific cure steps that VTS implemented during the 30-day cure period (January 18 through February 17, 2022). He could not point to a single new driver hire, a single equipment acquisition or lease, or a single fleet redeployment back to SLG-dedicated lanes that occurred during the cure period. Nor could Pruitt identify any post-cure-period performance

3. Failure to Identify Mitigation Steps. Pruitt's inability to identify any specific mitigation actions taken by Vantor or VTS after the March 4, 2022 termination is perhaps the single most significant outcome of the deposition from a damages perspective. Despite a freight market in which spot rates were approximately 35% above historical averages — conditions that should have made replacement volume readily availabl

4. Lack of Exclusivity Knowledge. Pruitt could not distinguish between Primary Lanes and Secondary Lanes under Schedule C of the TSA and conceded that he had not reviewed Schedule C before his deposition. This fundamentally undermines Vantor's exclusivity violation theory, as the lanes on which Stonefield used Cascade Freight Systems and Briarwood Trucking (Lanes 8 through 14) are all designated as Secondary Lanes un

5. Limited Knowledge of Fleet Redeployment. Pruitt's testimony that he did not communicate VTS's fleet capacity reduction to Stonefield, combined with his unfamiliarity with the Milescu November 12, 2021 email (VHC-008417), supports the narrative that VTS deliberately concealed the 85-tractor reassignment from Stonefield. The Milescu email's statement that "SLG won't notice until January" is powerful evidence of conc

6. No Documentary Support for Pretext Theory. Pruitt conceded that he possesses no documentary evidence — no email, memorandum, text message, or other written communication — establishing that Stonefield personnel discussed avoiding the April 2022 rate adjustment as a reason for terminating the TSA. His inference based on "timing" alone is insufficient to establish pretextual motive, particularly in the absence of an

1. Volume Shortfall Narrative. Pruitt's testimony regarding Stonefield's alleged ACV shortfalls — $31.8 million tendered against a $43.2 million ACV in CY2, and $36.5 million tendered in approximately 10 months of CY3 against a $43.2 million full-year ACV — provides factual support for Vantor's counter-narrative that Stonefield was the first party to breach the TSA. While Stonefield's force majeure defense substantia

2. Rate Adjustment Motive. Although Pruitt could not produce documentary evidence of pretextual motive, his testimony about the timing of the March 4, 2022 termination relative to the April 1, 2022 rate adjustment is a narrative that could resonate with a jury. The rate adjustment would have increased per-mile rates by approximately 14.3% (from $2.87/mile to $3.28/mile), adding approximately $6.2 million in annual tr

3. Kirkwood Email Reference. Pruitt's reference on redirect to the September 22, 2021 internal Stonefield email from Janet Kirkwood to Elena Medina, in which Kirkwood wrote "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract," Signals that Vantor will rely heavily on this document at trial to establish premeditated intent. While the email is arguably consistent with legitimate fr

1. Summary Judgment Motion — Cause for Termination. Pruitt's admissions regarding SLO failures and his inability to identify any cure steps implemented during the 30-day cure period should be featured prominently in the anticipated motion for summary judgment on the issue of whether Stonefield's termination was properly exercised for Cause under TSA Section 13.1(a). These are largely undisputed facts — Pruitt concede

2. Expert Rebuttal Report — Failure to Mitigate. Pruitt's testimony regarding the absence of post-termination mitigation efforts should be highlighted in Dr. Evelyn Rosser's (Kensington Analytics Group LLC) rebuttal expert report as factual support for the failure-to-mitigate analysis. Dr. Rosser should specifically address Pruitt's concession that the spot freight market in Q1–Q2 2022 featured elevated rates approxi

3. Targeted discovery to Lock Down Mitigation Record. Prepare for the possibility that Vantor will attempt to rehabilitate Pruitt's mitigation testimony via supplemental declarations, supplemental interrogatory responses, or trial testimony. Consider serving targeted interrogatories or requests for admissions specifically designed to pin down the absence of post-termination mitigation efforts, including requests for

4. Summary Judgment Motion — Exclusivity Claim. Pruitt's inability to distinguish between Primary Lanes and Secondary Lanes under Schedule C, combined with his concession that he had not reviewed Schedule C before his deposition, confirms the analysis set forth in the September 30, 2022 exclusivity memorandum. Lanes 8 through 14 are designated as Secondary Lanes not subject to the exclusivity provisions, and Pruitt —

5. Kirkwood Deposition Coordination. Coordinate with the witness preparation team for Janet Kirkwood's deposition, which is scheduled for July 14, 2023, to ensure consistent testimony regarding: (a) the nature and frequency of her communications with Pruitt during Q3–Q4 2021; (b) Stonefield's use of Cascade Freight Systems and Briarwood Trucking on Secondary Lanes (Lanes 8–14) and the contractual basis for that usage

6. Gregory Fielding discovery. Follow up on the numerous questions that Pruitt deferred to CFO Gregory Fielding, particularly regarding: (a) the force majeure ACV adjustment calculations; (b) the damages model underlying Vantor's $95.4 million claim; (c) the relationship between the liquidated damages and lost profits claims; and (d) the factual basis for the alleged mitigation costs of $1.4 million. If Fielding's de

XIII. DISTRIBUTION AND CONFIDENTIALITY NOTICE This memorandum has been distributed solely to Samuel Eklund, Responsible Partner, and Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP. This memorandum should not be forwarded to the client or any other person without the express prior approval of the responsible partner. This memorandum constitutes attorney work product prepared in anticipation of litigation