Contract analysis

1. Purpose and Executive Summary The purpose of this memorandum is to memorialize the results of the firm's conflict of interest check conducted in connection with the proposed engagement of Stonefield Logistics Group Inc. ("Stonefield" or "SLG") as a new litigation defense client in the matter captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, pending in the United States Distr

2. Proposed Client Information Set forth below is a summary of the key identifying information for the proposed client, Stonefield Logistics Group Inc., as gathered from publicly available sources and from preliminary communications with the prospective client's General Counsel. Full Legal Name: Stonefield Logistics Group Inc. Entity Type: Corporation organized under the laws of the State of Delaware Headquarters: 42

3. Adverse Party Information 3.1 Vantor Holdings Corp. (Plaintiff) Full Legal Name: Vantor Holdings Corp. Entity Type: Corporation organized under the laws of the State of New York Headquarters: 580 Eighth Avenue, 14th Floor, New York, New York 10018 Employer Identification Number (EIN): 46-3821554 Company Overview: Vantor Holdings Corp. ("Vantor" or "VHC") is a holding company whose principal operating subsidiary is

4. Matter Description Nature of Matter: Defense of a breach-of-contract action filed by Vantor Holdings Corp. against Stonefield Logistics Group Inc. in the United States District Court for the Southern District of New York. Case Caption: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.) Presiding Judge: The Honorable Margaret T. Calloway, United States District Judge Date Comp

5. Conflicts Search Methodology Conflicts searches were conducted through the firm's proprietary conflicts database system (the "System"), which encompasses all current and historical client and matter records across all Calderwood & Harkness offices. The searches were initiated on August 26, 2022, and were completed on August 29, 2022. All searches were conducted by the undersigned, with assistance from the firm's C

6. Conflict Search Results Set forth below are the detailed results of the conflicts search for each entity and individual included in the search protocol. Each result is presented with the search term, the outcome, and any analysis warranted by the result. 6.1 Stonefield Logistics Group Inc. Search Terms: Stonefield Logistics Group Inc. / SLG / Stonefield / "Stonefield Logistics" Result: No prior or current matters

7. Conclusion and Clearance Based on the comprehensive conflicts search described in this memorandum, and the analysis of each search result set forth above, the following determination is made: DETERMINATION: CLEARED — NO CONFLICTS OF INTEREST IDENTIFIED The proposed representation of Stonefield Logistics Group Inc. in defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y

1. Proposed Client — Stonefield Logistics Group Inc.: Stonefield is a new client to the firm. No prior or current matters involving Stonefield were identified in the firm's conflicts database. Standard new-client intake procedures will apply.

2. Existing Client — Ridgeline Capital Partners, LP: The firm's existing client relationship with Ridgeline Capital Partners, LP is complementary to and fully consistent with the proposed representation of Stonefield. Ridgeline is the majority equity holder of Stonefield (approximately 72% ownership through Ridgeline Fund III, LP), and Ridgeline's interests are directly aligned with Stonefield's interests in the succ

3. Adverse Parties — Vantor Holdings Corp. and Vantor Transport Services LLC: No prior or current matters involving Vantor Holdings Corp., Vantor Transport Services LLC, or any of their affiliates, officers, or principals were identified in the firm's conflicts database. The firm has no relationship of any kind with the adverse parties.

4. Adverse Party Individuals: No prior or current matters involving Nikolai Vantorovich, Gregory Fielding, the Fielding Family Trust, Sandra Milescu, or Derek Pruitt were identified. The firm has no relationship with any of these individuals.

5. Adverse Counsel — Caldwell Royce & Shapiro LLP: No prior or current matters involving CRS were identified that would present a conflict of interest. The identity of opposing counsel does not give rise to an ethical conflict under the applicable Rules of Professional Conduct.

6. Related Parties: No prior or current matters involving Ashford Meridian LLP, Cascade Freight Systems Inc., Briarwood Trucking Co., Graymark Insurance Company, Brindoval Mutual Insurance Co., Lakeshore National Bank, or Clarendon Partners LLP were identified that would present a conflict of interest or otherwise preclude the proposed engagement. Next Steps: • An engagement letter is to be prepared for execution by

8. Distribution and Retention This memorandum is to be retained in the permanent file for Matter No. 1012-00005 and in the firm's Conflicts Committee records in accordance with the firm's document retention policies. This memorandum is classified as Attorney-Client Privileged and Attorney Work Product and is not to be disclosed to any person outside the firm without the express written authorization of the Responsibl