Contract analysis

1. The September 22, 2021 Internal Email from Kirkwood to Medina (SLG-017892): This email contains language that CRS is expected to characterize as evidence of a premeditated plan by Stonefield to terminate the TSA, including the phrase "pull the plug on the whole contract," as well as references to volume diversion to competing carriers Cascade Freight Systems Inc. and Briarwood Trucking Co.

2. Kirkwood's Awareness of the Anticipated April 2022 Rate Adjustment and Whether It Influenced the Termination Decision: CRS's theory of the case posits that Stonefield's true motivation for terminating the TSA was to avoid a significant rate increase that would have taken effect on April 1, 2022. CRS is expected to probe Kirkwood's knowledge of the magnitude of this increase and any connection between that knowledg

3. The Cure Notice Process and Kirkwood's Role in Evaluating VTS Performance Metrics: As the operational lead on the VTS relationship, Kirkwood played a central role in identifying the performance deficiencies cited in the Cure Notice dated January 18, 2022, and in evaluating whether VTS achieved cure during the 30-day cure period. CRS is expected to challenge the accuracy and completeness of the performance data, th

I. GENERAL DEPOSITION GUIDELINES AND GROUND RULES Gallagher opened the session with a comprehensive review of standard deposition preparation instructions and ground rules for Kirkwood's testimony. These instructions were delivered verbally, with Kirkwood following along from a one-page summary handout (not produced; internal work product). Gallagher covered the following points in detail: • Listen carefully to each

II. BACKGROUND AND ROLE DISCUSSION Gallagher asked Kirkwood to describe, in her own words, her role at Stonefield and her involvement with the VTS relationship. The following is a summary of her description as provided during the session. Position and Reporting Structure. Kirkwood has served as Vice President, Carrier Relations at Stonefield Logistics Group Inc. since June 2018. She was hired approximately four month

III. THE SEPTEMBER 22, 2021 INTERNAL EMAIL (KEY RISK AREA #1) A. Document Review Gallagher displayed the email on the conference room screen for Kirkwood to review. The email bears Bates stamp SLG-017892 and was produced by Stonefield during the document production phase of discovery. The email is from Janet Kirkwood to Carlos Medina, dated September 22, 2021, with the subject line: "VTS — Ongoing Performance Issues.

IV. RATE ADJUSTMENT AWARENESS AND MOTIVE (KEY RISK AREA #2) A. Background on Rate Adjustment Mechanism Gallagher reviewed with Kirkwood the rate adjustment mechanism set forth in Section 5.3 of the TSA. Under that provision, the per-mile rates set forth in Schedule B were subject to annual adjustment each April 1, based on a blended index consisting of 70% diesel fuel index (specifically, the U.S. Energy Information

V. THE CURE NOTICE PROCESS (KEY RISK AREA #3) A. Kirkwood's Role in Identifying Performance Deficiencies Kirkwood described the process by which VTS's performance deficiencies were identified, documented, and escalated within Stonefield. VTS performance was tracked through two principal systems: (1) Stonefield's internal carrier management system, which recorded tender submissions, acceptances, rejections, pickup and

VI. VANTOR'S CLAIM OF VOLUME SHORTFALL BY STONEFIELD A. COVID-19 Force Majeure Period Gallagher reviewed with Kirkwood the force majeure provision set forth in Section 12.1 of the TSA and Stonefield's invocation of that provision during the COVID-19 pandemic. Kirkwood confirmed that she was aware of Stonefield's force majeure notice, which was issued in connection with the COVID-19 pandemic and covered the period fro

VII. RELATIONSHIP WITH VTS — GENERAL DEMEANOR AND TONE Gallagher discussed with Kirkwood the overall demeanor and tone she should project during the deposition, both in her general testimony and in her characterization of the Vantor/VTS relationship. Gallagher provided the following guidance: • Kirkwood should present as professional, measured, and fact-based throughout her testimony. She should avoid emotional langu

VIII. DOCUMENT REVIEW COMPLETED DURING SESSION During the session, Gallagher reviewed the following key documents with Kirkwood, displaying each on the conference room screen and discussing relevance, content, and anticipated deposition questions:

1. Transportation Services Agreement dated March 15, 2019 (Contract Ref. SLG-VTS-2019-0315) — specifically Sections 5.3 (Rate Adjustment Mechanism), 7.4 (Performance Monitoring and Reporting), 12.1 (Force Majeure), 13.1 (Termination for Cause), 13.2 (Cure Notice Procedures), 14.2 (Liquidated Damages), and Schedule C (Lane Designations and Exclusivity).

2. Kirkwood-to-Medina email, September 22, 2021 (Bates No. SLG-017892) — "VTS — Ongoing Performance Issues."

3. Cure Notice, January 18, 2022 (Hess to Milescu) — formal notice of material breach under Section 13.2.

4. Vantor response to Cure Notice, February 14, 2022 (Pruitt to Kirkwood) — Vantor's written response attributing performance failures to external factors and Stonefield's alleged conduct.

5. Termination letter, March 4, 2022 (Wren to Vantor Holdings Corp. and VTS) — formal exercise of termination for Cause under Section 13.1(a).

6. VTS Q4 2021 Performance Report — internal VTS document produced in discovery, containing VTS's own compilation of Q4 2021 performance metrics.

7. Ashford Meridian Rate Adjustment Memo, February 2022 — analysis memorandum projecting the April 2022 rate adjustment impact.

8. Milescu-to-Vantorovich email, November 12, 2021 (Bates No. VHC-008417) — internal VTS communication in which Milescu stated VTS had "pulled 85 tractors off the SLG dedicated lanes."

9. Select monthly performance summary emails between Kirkwood and Pruitt (August through December 2021) — a series of email exchanges documenting the escalating performance concerns during this period. Kirkwood confirmed familiarity with all documents reviewed during the session with the exception of document number 8 (the Milescu-to-Vantorovich email, VHC-008417). Kirkwood stated that she saw this email for the firs

IX. PRACTICE QUESTIONING Following the document review, Gallagher conducted approximately 45 minutes of mock cross-examination. The practice questioning simulated the adversarial style and subject matter that CRS is expected to employ during the July 14, 2023 deposition. The mock cross-examination focused on the following topics: • The September 22, 2021 email. Gallagher adopted an aggressive questioning style and pr

X. FOLLOW-UP ITEMS AND ACTION ITEMS The following action items were identified during the session:

XI. SESSION CONCLUSION The preparation session concluded at approximately 1:30 p.m. on July 11, 2023. Samuel Eklund, who had departed the session at approximately 11:30 a.m., called in briefly at approximately 1:25 p.m. to confirm that he was comfortable with Kirkwood's level of preparation. Gallagher provided a summary of the session and confirmed his positive assessment of Kirkwood's readiness, noting that she was