Contract analysis

I. Purpose and Legal Obligation Calderwood & Harkness LLP has been engaged as lead defense counsel for Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in connection with the lawsuit filed by Vantor Holdings Corp. ("Vantor") in the United States District Court for the Southern District of New York, Case No. 22-cv-07841 (the "Litigation"). Our engagement became effective on September 1, 2022, and we expect to f

II. Summary of the Litigation To provide context for the scope of materials that must be preserved, the following is a summary of the Litigation and its principal claims. On August 12, 2022, Vantor Holdings Corp. filed a Complaint in the United States District Court for the Southern District of New York alleging that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019 (

III. Scope of the Litigation Hold A. Effective Date and Duration This litigation hold is effective immediately upon your receipt of this memorandum and applies retroactively to all materials currently in existence, regardless of when such materials were created or received. You must not destroy, delete, modify, discard, overwrite, or otherwise alter any materials covered by this hold under any circumstances, even if

1. The TSA and Related Agreements. All drafts, executed versions, amendments, addenda, supplements, schedules (including but not limited to Schedule B — Rate Structure and Schedule C — Exclusivity/Primary Lanes), exhibits, side letters, letter agreements, memoranda of understanding, and related correspondence concerning the Transportation Services Agreement (Contract Reference No. SLG-VTS-2019-0315) between Stonefiel

2. Negotiation and Drafting of the TSA. All communications with Ashford Meridian LLP (including specifically with attorneys Lorraine Beckwith and Troy Nakamura) or any other outside counsel regarding the negotiation, drafting, review, and execution of the TSA. This category encompasses all internal and external communications regarding the following provisions, which are of particular significance to the Litigation:

3. VTS/Vantor Performance and Service Levels. All records, reports, dashboards, data exports, analyses, correspondence, and communications concerning VTS's performance under the TSA. This includes, without limitation: • On-time pickup rates and related metrics; • On-time delivery rates and related metrics; • Tender acceptance rates; • Cargo claims data, individual claim files, claims reports, and claims trend analyse

4. Specific Performance Metrics (Q4 2021). All data, reports, analyses, communications, and work papers reflecting or discussing VTS's performance metrics during Q4 2021, including specifically: • The on-time pickup rate of 78.2% versus the contractual SLO of 95%; • The on-time delivery rate of 81.6% versus the contractual SLO of 93%; • The tender acceptance rate of 71.4% versus the contractual SLO of 90%; • Equipmen

5. Cure Notice and Termination. All documents and communications related to: • The formal Cure Notice dated January 18, 2022, issued by Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, VTS), including all drafts, internal review comments, and the final transmitted version; • Vantor's response dated February 14, 2022, from Derek Pruitt (VP, Business Development, Vantor) to Janet Kirkwoo

6. Volume Tenders and Committed Volumes. All records of freight volume tendered by Stonefield to VTS under the TSA, including: • Annual and monthly tender data for each contract year: • CY1: April 2019–March 2020; • CY2: April 2020–March 2021; • CY3: April 2021–January 2022 (partial, through the last month of VTS operations prior to termination); • The Annual Committed Volume of $43.2 million per year as set forth in

7. Force Majeure. All documents and communications relating to Stonefield's invocation of the force majeure clause (Section 12.1 of the TSA) for the COVID-19 pandemic period (April 2020–September 2020), including: • Any force majeure notices transmitted to or received from VTS; • Internal analyses regarding the applicability and scope of the force majeure provision; • Communications with VTS regarding the adjusted An

8. Carrier Diversification and Alternative Carriers. All documents and communications relating to Stonefield's use of alternative carriers on any lanes, including specifically: • Cascade Freight Systems Inc. — all records relating to Stonefield's engagement, onboarding, rate negotiations, lane assignments, and volumes awarded to Cascade; • Briarwood Trucking Co. — all records relating to Stonefield's engagement, onbo

9. Rate Adjustment Mechanism. All documents and communications concerning: • The TSA's Rate Adjustment Mechanism set forth in Section 5.3; • The anticipated April 2022 rate adjustment that would have taken effect had the TSA not been terminated; • Any analysis of the projected rate increase, including the analysis prepared by or in conjunction with Ashford Meridian LLP showing a projected increase from a weighted ave

10. Pre-Litigation Demand and Negotiations. All documents and communications concerning: • The Vantor demand letter dated April 8, 2022, and all internal analyses and responses thereto; • Stonefield's rejection letter dated April 29, 2022; • The executive negotiation session on May 16, 2022, between Marcus Denton (CEO, Stonefield) and Nikolai Vantorovich (CEO, Vantor), including any preparatory materials, notes, summ

11. Financial Records. All financial records, budgets, forecasts, projections, and analyses relating to the VTS/Vantor relationship, including: • Revenue attributed to services provided by VTS under the TSA; • Cost analyses, including rate comparisons between VTS and alternative carriers; • Margin calculations and profitability analyses for the VTS relationship and for specific lanes; • Any financial impact assessmen

12. Internal Strategy and Decision-Making. All internal memoranda, emails, presentations, board materials, committee meeting minutes, and communications reflecting Stonefield's decision-making process regarding: • The Vantor/VTS relationship generally; • Performance monitoring and the escalation of performance concerns; • The decision to issue the Cure Notice; • The decision to terminate the TSA; • Post-termination s

13. Communications with Vantor/VTS Personnel. All communications — whether by email, letter, telephone, text message, instant message, videoconference, or in person — with any Vantor or VTS employee, officer, director, agent, or representative, including specifically the following individuals: • Nikolai Vantorovich, Chief Executive Officer, Vantor Holdings Corp.; • Sandra Milescu, Chief Operating Officer, Vantor Tran

14. Insurance. All documents relating to insurance coverage potentially applicable to the Litigation, including: • The Directors & Officers liability policy with Graymark Insurance Company, Policy No. GLG-DO-1025-00008, including the policy itself, any endorsements or amendments, any tender letters or coverage requests, and any coverage determinations, reservation of rights letters, or denial letters; • The Commercia

15. Lender Notifications. All documents and communications relating to notification of the Litigation to Lakeshore National Bank under the Senior Secured Credit Facility (Credit Agreement Reference No. LNB-SLG-2017-CA-4402), including: • The notification letter dated August 24, 2022, and all drafts thereof; • Any responses, inquiries, or follow-up communications from Catherine Devereaux or other Lakeshore National Ba

IV. Types of Materials Covered The preservation obligation extends to all forms and formats in which potentially relevant information may exist. The following is a non-exhaustive description of the types of materials covered by this hold. A. Electronically Stored Information (ESI) The term "electronically stored information" or "ESI" is to be construed broadly and includes, without limitation, the following: • Emails

V. Key Custodians The following individuals have been identified as key custodians whose files, email accounts, electronic data, and hard-copy documents are subject to this litigation hold. Each custodian must take immediate steps to preserve all materials within the scope described above. This includes reviewing your files, email accounts, and personal devices to ensure that no relevant materials are at risk of loss

VI. Specific Preservation Instructions A. Immediate Steps Required The following steps must be taken immediately upon receipt of this memorandum. Each step requires prompt and verifiable action.

1. Suspend Auto-Deletion. Stonefield's Information Technology department must immediately suspend any auto-delete, auto-archive, or auto-purge functions for the email accounts of all identified custodians listed in Section V above. This includes any Strathmore Data Systems retention policies, mailbox size limitations that trigger automatic deletion, and any automated archiving processes that move emails to systems wi

2. Suspend Retention Policies. Any Stonefield document retention schedules, records management policies, or destruction schedules that are applicable to the categories of materials described in Section III above must be immediately suspended with respect to those materials. This suspension applies to both electronic and hard-copy records. No materials falling within the scope of this hold may be destroyed, discarded,

3. Preserve Backup Media. Stonefield's IT department must identify and preserve all backup tapes, server images, system snapshots, or other backup or disaster recovery media that may contain data from the accounts of identified custodians or from relevant enterprise systems within the relevant time period (January 1, 2018 through the present). No backup media should be recycled, overwritten, or degaussed until the IT

4. Preserve Mobile Device Data. Each custodian must preserve all data on business mobile devices (smartphones, tablets, and any other mobile computing devices) that are company-issued or used for company business. Do not perform factory resets, operating system upgrades that may erase data (unless data is first backed up and the backup is preserved), device trade-ins, or device returns without prior written approval

5. Preserve Personal Device Data. If any custodian has used personal devices (personal smartphones, tablets, laptops, or home computers) or personal email accounts (e.g., Northgate Software, Cascade Health IT, Hotmail, or any other personal email service) for Stonefield business communications relating to Vantor, VTS, the TSA, or any other subject matter within the scope of this hold, those communications must be pre

6. Secure Physical Files. Each custodian and department head must identify and secure all physical files, binders, folders, notebooks, day planners, and any other tangible materials relating to the Vantor/VTS relationship. These materials must not be discarded, shredded, relocated, reorganized, or removed from Stonefield's premises without prior written approval from Calderwood & Harkness LLP. If materials are curren

VII. Acknowledgment Requirement Each recipient of this memorandum must sign and return the attached Litigation Hold Acknowledgment Form (Attachment A) to Patrick Gallagher at Calderwood & Harkness LLP within three (3) business days of receipt — that is, no later than September 7, 2022. The Acknowledgment Form confirms that the recipient: (a) Has read and understood this Litigation Hold Memorandum in its entirety; (b)

VIII. Consequences of Non-Compliance We wish to emphasize the critical importance of full compliance with this litigation hold. Spoliation of evidence — defined as the destruction, alteration, or failure to preserve relevant materials after the duty to preserve has attached — is treated extremely seriously by federal courts and can result in devastating consequences for the offending party. Under Federal Rule of Civi

IX. Contact Information All questions regarding this litigation hold — including questions about scope, compliance, preservation techniques, or any other matter — should be directed to the following individuals at Calderwood & Harkness LLP: Patrick Gallagher, Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8247 Email: pgallagher@calderwoodharkness.com

X. Confidentiality Notice This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation. It is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. This memorandum should not be disclosed to any third party — including any Vantor or VTS re

1. Receipt and Understanding. I have received, read, and understand the Litigation Hold Memorandum dated September 2, 2022 (the "Memorandum"), prepared by Calderwood & Harkness LLP in connection with the above-referenced matter.

2. Compliance. I will fully comply with all preservation obligations set forth in the Memorandum. I understand that the litigation hold described in the Memorandum supersedes any existing Stonefield Logistics Group Inc. document retention or destruction policies with respect to materials falling within the scope of the hold.

3. Immediate Preservation Steps. I have taken immediate steps to identify and preserve all documents, electronically stored information, and other materials in my possession, custody, or control that fall within the scope of the litigation hold as described in the Memorandum. This includes, without limitation, suspending any auto-delete or auto-archive functions applicable to my email and electronic files, securing a

4. No Prior Destruction. I certify that, to the best of my knowledge, information, and belief, no documents, electronically stored information, or other materials falling within the scope of the litigation hold have been destroyed, deleted, discarded, or materially altered since April 8, 2022 (the date on which litigation was reasonably anticipated, being the date of Vantor Holdings Corp.'s demand letter) or, to the

5. Personal Devices and Accounts. I have reviewed whether I have used any personal devices (personal smartphones, tablets, laptops, or home computers) or personal email accounts for Stonefield business communications relating to Vantor, VTS, or the TSA. (Check one): I have not used any personal devices or personal email accounts for such business communications. I have used personal devices or personal email accounts

6. Ongoing Obligation. I understand that the preservation obligations described in the Memorandum are ongoing and will remain in effect until I receive written notice from Calderwood & Harkness LLP that the litigation hold has been lifted or modified. I will continue to preserve all newly created documents and communications that fall within the scope of the hold.

7. Questions and Issues. I will promptly notify Calderwood & Harkness LLP (Patrick Gallagher, Simone Laroche, or Helen Tsao) or Tobias Wren (General Counsel, Stonefield Logistics Group Inc.) of any questions, concerns, or issues regarding my compliance with the litigation hold, including but not limited to any circumstances that may threaten the preservation of relevant materials. CUSTODIAN ACKNOWLEDGMENT Print Name: