Contract analysis

I. DEPOSITION OVERVIEW AND PROCEDURAL DETAILS A. Logistics The deposition of Nikolai Vantorovich was conducted on August 18, 2023, at the offices of Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, NY 10006. The relevant participants and logistical details are set forth below: The witness appeared in his dual capacity as an individual fact witness and as a designee of both Vantor Holdin

II. SUMMARY OF TESTIMONY BY TOPIC A. Background and Role at Vantor Holdings Corp. Vantorovich testified that he is the founder and Chief Executive Officer of Vantor Holdings Corp., a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, NY 10018. He testified that he founded the company approximately 22 years ago, building it from what he described as a "single-truck operation" into a signifi

I. Awareness of Damages Claim and Expert Engagement When asked about the total damages Vantor claims in this action — $95.4 million — Vantorovich confirmed his understanding of the "general number" but testified he could not break it down by category without referring to the demand letter. Gallagher directed Vantorovich to the demand letter dated April 8, 2022 (Exhibit 7), sent from Harrison Caldwell to Tobias Wren a

1. Northwind Distribution Co. Account: Detailed questioning regarding Vantorovich's knowledge of the Northwind Distribution Co. account, to which the 85 tractors were apparently redirected from SLG dedicated lanes. Milescu's deposition confirmed the Northwind redirection, but Vantorovich was not examined on his knowledge of the Northwind relationship, the comparative financial terms of the Northwind and SLG contracts

2. Personal Communications with SLG Personnel: Vantorovich's personal communications — whether by email, telephone, text message, or in person — with Stonefield personnel, including Marcus Denton, Janet Kirkwood, Raymond Hess, or others, during the period leading up to the Cure Notice. Discovery has produced limited direct communications between Vantorovich and SLG, but the deposition would have been an opportunity t

3. Vantor's Financial Condition: Vantor's current financial condition and its ability to fund the ongoing litigation. The revenue decline from $385 million in FY 2021 to $310 million in FY 2022, combined with the approximately $870,000 in unpaid legal fees to Caldwell Royce, raises significant questions about Vantor's financial capacity to prosecute a case of this magnitude.

4. Vantorovich's Instructions to Milescu and Pruitt (Q3–Q4 2021): Whether Vantorovich gave any specific instructions, directives, or guidance to Milescu or Pruitt regarding the management of the SLG account during Q3 and Q4 of 2021 — the period during which VTS's performance deteriorated and the 85 tractors were redeployed. This line of questioning is critical to testing Vantorovich's claim that he was "not involved

5. Revenue Decline Attribution: Vantorovich's awareness of and explanation for the comparative financial impact of losing the SLG contract, including the degree to which the $75 million revenue decline from FY 2021 to FY 2022 is attributable to the SLG termination versus other market factors.

6. Settlement Discussions and Authority: Any settlement discussions or proposals exchanged between the parties beyond the executive negotiation sessions described above, and Vantorovich's settlement authority. 7. "SLG Instructed Diversion to Spot Market" Allegation: The factual basis for VTS's assertion in its February 14, 2022 cure response that Stonefield "instructed" VTS to divert volume to spot market carriers. V

III. ASSESSMENT OF WITNESS CREDIBILITY AND DEMEANOR A. General Demeanor Vantorovich presented as an assertive and, at times, combative witness. He displayed visible frustration with lines of questioning directed at VTS's operational failures and performance shortfalls, and frequently attempted to redirect the examination back to Stonefield's alleged volume shortfalls, even when the questions posed were specifically a

1. The November 12, 2021 Email: Vantorovich's claim that he did not recall receiving the November 12, 2021 email (VHC-008417) — despite the email being addressed directly to him, concerning a major operational decision affecting VTS's largest customer account (the removal of 85 tractors, or more than 20% of the committed fleet), and containing the conspicuously notable statement that "SLG won't notice until January"

2. Claimed Distance from Fleet Decisions: Vantorovich's repeated insistence that he was "not involved in day-to-day fleet decisions" is difficult to reconcile with his position as CEO and 58% owner of a company with approximately 1,900 employees, where VTS did not have a separate board of directors and where all major decisions — by Vantorovich's own testimony — flowed through Vantor Holdings and, ultimately, through

3. Absence of Mitigation Evidence: Vantorovich's inability to identify any specific mitigation efforts is notable for a CEO who claims to have been "strategically" overseeing the company's response to losing its largest contract — a contract that represented a significant portion of VTS's revenue. If the CEO was not aware of what steps were taken to replace $43 million in annual revenue, it raises the question of whe

4. Evasiveness on the Caldwell Royce Fee Relationship: Vantorovich's reluctance to address the status of Vantor's fee arrangement with its litigation counsel, viewed in light of Caldwell Royce's subsequent withdrawal over approximately $870,000 in unpaid invoices, suggests a level of financial distress that the witness was unwilling to acknowledge on the record. This financial distress is relevant to Vantor's ability

IV. DEPOSITION COMPLETION STATUS AND NEXT STEPS As of the date of this memorandum, Stonefield has approximately 2.5 hours of remaining examination time under the 7-hour limit prescribed by Federal Rule of Civil Procedure 30(d)(1). The deposition was adjourned on August 18, 2023 before Gallagher could cover several critical examination topics. At the time this memorandum was initially drafted, we intended to seek comp

1. The Northwind Distribution Co. account — details of the customer relationship, financial terms, and Vantorovich's knowledge of the tractor reassignment;

2. Vantorovich's personal communications with Stonefield personnel prior to the Cure Notice;

3. Vantor's current financial condition and ability to fund the litigation;

4. Specific mitigation efforts (or lack thereof) in greater detail;

5. Vantorovich's instructions, if any, to Milescu or Pruitt regarding the SLG account during Q3 and Q4 of 2021; and

6. The factual basis for VTS's assertion that Stonefield "instructed" VTS to divert volume to spot market carriers. Recommendation: If the case reactivates and new counsel enters an appearance on behalf of Vantor, we should promptly seek to schedule the completion of the Vantorovich deposition. Given the extended interruption — which was not caused by Stonefield — we should also consider seeking additional examinatio

V. CROSS-REFERENCE TO OTHER DEPOSITION SUMMARIES The following section identifies key points of consistency, inconsistency, and amplification between Vantorovich's testimony and the testimony of other witnesses deposed in this action. Derek Pruitt (deposed July 10, 2023): Pruitt, VTS's Vice President of Business Development, similarly could not identify specific mitigation steps taken after the termination of the TSA

VI. DOCUMENT PRESERVATION AND EXHIBIT TRACKING All exhibits marked during the Vantorovich deposition (Exhibits 1 through 9) have been cataloged and cross-referenced within the Pinnacle Forensics review platform under Project ID PF-SLG-2022-0914. The exhibits have been linked to the relevant deposition transcript designations and tagged for use in summary judgment briefing, trial preparation, and expert report review.