Contract analysis

I. IDENTIFICATION OF THE CLIENT The Firm's client in this engagement is Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, Employer Identification Number 83-2947106. The Company's primary contact for purposes of this engagement shall be Tobias Wren

II. SCOPE OF ENGAGEMENT A. Description of the Matter The Firm is being engaged to defend Stonefield Logistics Group Inc. against the claims asserted by Vantor Holdings Corp. ("Vantor") in the civil action captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, currently pending in the United States District Court for the Southern District of New York, assigned to the Honorable Margar

III. STAFFING The Firm will staff this matter with the following professionals, who bring substantial experience in complex commercial litigation, contract disputes, and the logistics and transportation sector: From time to time, additional attorneys, paralegals, or support staff may be assigned to the matter as the needs of the engagement require. This may include, for example, the assignment of additional associate

IV. BILLING RATES AND FEE ARRANGEMENTS A. Standard Hourly Rates The Firm will bill for professional services rendered in this matter on an hourly basis. The following table sets forth the standard hourly rates and applicable rates (after any discount, as described below) for each timekeeper assigned to the matter for the current calendar year (2022): If additional timekeepers are assigned to the matter, the Company w

V. COSTS AND DISBURSEMENTS In addition to professional fees for legal services, the Company will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the matter. Such costs and disbursements include, but are not limited to, the following: • Court filing fees and service of process costs; • Deposition transcription fees, real-time court report

VI. BILLING AND PAYMENT TERMS A. Invoicing. The Firm will render invoices to the Company on a monthly basis. Invoices will be prepared and provided on or about the fifteenth (15th) day of each calendar month for professional services rendered and costs and disbursements incurred during the preceding calendar month. Each invoice will contain a detailed description of the services performed by each timekeeper, includin

VII. ESTIMATED BUDGET Based on an initial assessment of the matter — and recognizing that litigation is inherently unpredictable and that the ultimate costs of the engagement will depend on range factors, including the scope and complexity of discovery, the number and duration of depositions, the resolution of any pre-trial motions, the involvement of expert witnesses, and the disposition of the case through settleme

VIII. CLIENT RESPONSIBILITIES AND COOPERATION The effective defense of this matter will require the active cooperation of Stonefield and its personnel. The Company agrees to fulfill the following responsibilities in connection with the engagement: (a) Cooperation. The Company will cooperate fully with the Firm in the defense of the matter, including making its officers, directors, employees, agents, and consultants a

IX. CONFIDENTIALITY AND PRIVILEGE All communications between the Company and the Firm in connection with this engagement are subject to the attorney-client privilege and shall be treated as strictly confidential. The attorney-client privilege attaches to communications made for the purpose of seeking or providing legal advice and is a fundamental protection that must be carefully preserved throughout the engagement.

X. CONFLICTS OF INTEREST The Firm has conducted a comprehensive conflicts-of-interest check in connection with this engagement and confirms that it has identified no conflicts of interest that would preclude its representation of Stonefield Logistics Group Inc. in this matter. Specifically, the Firm has no prior or current matters involving Vantor Holdings Corp., Vantor Transport Services LLC, or any of their affilia

XI. COMMUNICATION PROTOCOL Effective communication between the Firm and the Company is essential to the successful defense of this matter. The following communication protocols will be observed: Firm Contacts. Samuel Eklund will serve as the primary point of contact for the engagement and will be responsible for all significant strategic decisions, major client communications, and escalated matters. Patrick Gallagher

XII. TERMINATION OF ENGAGEMENT Either the Company or the Firm may terminate this engagement at any time, subject to the following provisions and to applicable ethical rules and court procedures. Termination by the Company. The Company may terminate the Firm's engagement at any time by providing written notice to the Firm. In the event of such termination, the Company will remain responsible for payment of all profess

XIII. GOVERNING LAW This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction. Any disputes arising out of or relating to this engagement, the Firm's representation of the Company, or the terms and conditions of this letter, shall be subject to

XIV. DOCUMENT RETENTION Upon the conclusion of the matter, whether by settlement, judgment, or otherwise, the Firm will retain the engagement file in accordance with its standard document retention policies, which currently provide for a minimum retention period of seven (7) years from the date of matter closing. After the expiration of the retention period, the Firm may dispose of the file in accordance with its sta

XV. ACCEPTANCE AND EXECUTION If the terms and conditions set forth in this engagement letter are acceptable, please indicate the Company's agreement by signing in the space provided below and returning a fully executed copy of this letter to: Samuel Eklund, Partner Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 An executed copy may be returned by hand delivery, overnight courier, or sc

XVI. ENCLOSURES The following documents are enclosed with or will follow this engagement letter:

1. Litigation Hold Memorandum (dated September 2, 2022) — to be distributed by the Company to all relevant custodians and departments in accordance with the instructions set forth therein.

2. Preliminary Litigation Budget Memorandum — to be prepared and provided under separate cover by Linda Osei, Billing Partner, within approximately thirty (30) days of the date of this letter. For the record, the Firm's internal Conflict Check Memorandum has been prepared and retained in the Firm's files; a copy is not enclosed with the client copy of this letter but is available for review upon request.

XVII. CLOSING We are confident in the strength of Stonefield's defense position and in the Company's ability to demonstrate that the termination of the TSA was justified under the express terms of the agreement. The Firm is committed to providing vigorous, strategic, and cost-effective representation throughout all phases of this matter. Should you have any questions regarding this engagement letter or any other aspe