Contract analysis

I. Preliminary Instructions and Ground Rules Gallagher opened the session at approximately 10:00 AM by reviewing the standard deposition preparation guidelines with Hess. Gallagher explained the general format and purpose of a deposition under the Federal Rules of Civil Procedure and provided Hess with an overview of what to expect during the proceeding on July 27, 2023. Gallagher reminded Hess to listen carefully to

II. Background on Hess's Role and Responsibilities Gallagher and Laroche next reviewed Hess's professional background, current role, and responsibilities at Stonefield Logistics Group Inc. to confirm the foundation for his anticipated testimony. Hess confirmed his current title: Director, Contract Compliance, Stonefield Logistics Group Inc. He reports directly to Carlos Medina, Senior Vice President of Operations. He

III. Review of Cure Notice Drafting Process A. Genesis of the Cure Notice Gallagher and Laroche spent significant time reviewing the factual background and timeline leading to the issuance of the January 18, 2022 Cure Notice. This is anticipated to be a central area of inquiry at the deposition, and Hess's testimony regarding the genesis and motivations for the Cure Notice will be important. Hess confirmed that perfo

IV. Vantor's Response to Cure Notice Gallagher next reviewed with Hess the response that Stonefield received from Vantor following the issuance of the Cure Notice. Hess confirmed receipt of Vantor's response letter dated February 14, 2022. The letter was sent by Derek Pruitt, Vice President of Business Development at Vantor, and was addressed to Janet Kirkwood, Vice President of Carrier Relations at Stonefield. Hess

V. Termination Letter Gallagher reviewed with Hess his involvement in the termination of the TSA and the circumstances surrounding the termination letter. Hess confirmed that he was involved in providing the factual support for the termination letter, specifically by compiling and presenting the performance data demonstrating that VTS had not cured the material breaches identified in the Cure Notice within the 30-day

VI. Key Document Review — Anticipated Exhibits Gallagher and Laroche walked Hess through several key documents that are likely to be introduced as exhibits during the deposition. The purpose of this review was to familiarize Hess with the documents, confirm his ability to authenticate them and testify about their contents, and identify any potential issues or areas of concern. A. Cure Notice (January 18, 2022) Gallag

VII. Anticipated Lines of Questioning by CRS Gallagher and Laroche reviewed with Hess the lines of questioning that CRS is most likely to pursue at the deposition, based on Vantor's pleadings, discovery responses, and the arguments advanced in the case to date. For each anticipated topic, the team discussed Hess's expected testimony and the key points to emphasize. A. Accuracy and Source of Performance Metrics Gallag

VIII. Practice Examination Following the document review and discussion of anticipated questioning, Gallagher conducted a practice examination of Hess lasting approximately 90 minutes. The practice examination was designed to simulate the conditions of the actual deposition as closely as possible, including the pacing, tone, and adversarial nature of opposing counsel's questioning. Gallagher conducted the initial por

IX. Document Preparation Hess was provided with two binders containing copies of key documents that are likely to be used as exhibits during the July 27, 2023 deposition. The binders were organized chronologically and by document category, with tabbed dividers for ease of reference. The documents included in the binders are as follows: • Transportation Services Agreement (Contract Reference No. SLG-VTS-2019-0315), da

X. Logistics for July 27 Deposition The following logistical arrangements for the July 27, 2023 deposition were confirmed: Deposition Date: July 27, 2023 Location: Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, NY 10006 Estimated Duration: Up to seven (7) hours of examination time, consistent with the default time limitation under Federal Rule of Civil Procedure 30(d)(1) Pre-Deposition Check-In:

XI. Follow-Up Items The following follow-up items were identified during the preparation session:

1. Gallagher will send Hess a final reminder email on July 26, 2023, with logistical details for the deposition, including the exact address and floor of the CRS offices, the check-in time at Calderwood & Harkness, and contact information for the litigation team in case of any issues on the morning of July 27.

2. Laroche will prepare a one-page bullet-point summary of key reminders for Hess to review on the morning of the deposition. This summary will cover the core deposition guidelines (listen to the question, answer only what is asked, do not volunteer, pause before answering, do not speculate, read documents fully, protect the privilege). The summary is for Hess's review at the Calderwood & Harkness offices before depa

3. Tsao will coordinate Hess's travel reimbursement with Stonefield's CFO office, specifically with Priya Ramachandran, to ensure that Hess's airfare, hotel, and incidental travel expenses are processed in a timely manner.

4. Gallagher noted that he may schedule a brief telephone check-in with Hess on the evening of July 26, 2023, after Hess arrives in New York, time permitting. The purpose of this call would be to address any last-minute questions and to confirm the morning logistics. The preparation session concluded at approximately 1:30 PM on July 24, 2023. Prepared by: Helen Tsao, Senior Paralegal, Calderwood & Harkness LLP Date F