Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") serves as lead defense counsel for Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, in the above-referenced litigation currently pending in the United States District Court for the Southern District of New York. This letter sets f

2. Background of the Litigation To provide KAG with sufficient context for the work contemplated by this engagement, C&H sets forth the following summary of the parties, the contractual relationship at issue, the events giving rise to the litigation, and the current procedural posture of the case. This summary is based on information known to C&H as of the date of this letter and is subject to supplementation as disc

3. Scope of Engagement 3.1 Primary Scope — Rebuttal of Plaintiff's Damages Claims The primary purpose of KAG's engagement is to analyze and prepare to rebut Vantor's claimed damages, which currently total approximately $95.4 million. Based on Vantor's April 8, 2022 demand letter and the allegations in the Complaint, the plaintiff's damages claim is broken down as follows: (a) Liquidated Damages (Section 14.2 of the T

4. Key Personnel Dr. Evelyn Rosser, Managing Director of KAG, will serve as the lead expert and, if designated by C&H, the testifying expert in this engagement. Dr. Rosser's qualifications in transportation economics and contract damages analysis are understood to be extensive based on the curriculum vitae that Dr. Rosser previously provided to C&H, which has been reviewed and approved by the engagement team. C&H's d

5. Compensation and Budget 5.1 Hourly Rates KAG shall be compensated for services rendered in connection with this engagement at the following hourly rates: Any additional personnel engaged to support this matter must be pre-approved by C&H in writing, and the applicable hourly rates for any such additional personnel shall be agreed in writing in advance of any work being performed. 5.2 Expenses. KAG will be reimburs

6. Confidentiality and Privilege 6.1 Confidential Information All documents, data, communications, analyses, memoranda, correspondence, and other information provided by C&H or Stonefield to KAG in connection with this engagement, or generated by KAG in the course of performing services under this engagement, constitute confidential information (collectively, "Confidential Information"). KAG shall not disclose any Co

7. Conflicts of Interest KAG represents and warrants that it has conducted a reasonable conflicts check in connection with this proposed retention and has determined that KAG has no current or prior engagement that would create a conflict of interest with respect to the services to be performed under this engagement. Specifically, KAG confirms that it has not been retained by, and has no current engagement with, Vant

8. Independence and Professional Standards KAG and Dr. Rosser shall maintain full professional independence in forming all opinions and conclusions rendered in connection with this engagement. KAG's analyses and opinions shall be based solely on the facts, data, and information reviewed by KAG, and shall reflect KAG's independent professional judgment. KAG shall not advocate for a particular outcome or tailor its opi

9. Term and Termination This engagement shall continue until the earliest of the following: (a) the matter is resolved, whether by settlement, judgment, or other final disposition; (b) C&H provides written notice to KAG of termination of the engagement; or (c) KAG provides thirty (30) days' prior written notice to C&H of its withdrawal from the engagement, subject to any applicable court orders, scheduling deadlines,

10. Materials to Be Provided C&H will provide KAG with the following initial materials for review in connection with the commencement of the engagement. Additional materials will be provided as discovery progresses and as further documents, data, and information become available:

1. Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315), including all schedules, exhibits, and amendments thereto;

2. Stonefield's Cure Notice dated January 18, 2022, from Raymond Hess to Sandra Milescu;

3. Vantor's response to the Cure Notice dated February 14, 2022, from Derek Pruitt;

4. Stonefield's Termination Letter dated March 4, 2022, from Tobias Wren;

5. Vantor's demand letter dated April 8, 2022;

6. Original Complaint filed August 12, 2022, Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.);

7. Stonefield's Motion to Dismiss and supporting memorandum of law, filed October 14, 2022;

8. Stonefield financial data for fiscal years 2019 through 2022, including revenue, operating metrics, and volume data;

9. Available Vantor/VTS financial data, including publicly available filings and any data obtained through pre-litigation exchanges;

10. VTS Q4 2021 Performance Report (internal VTS document);

11. Ashford Meridian LLP rate adjustment analysis memorandum dated February 2022;

12. Relevant internal Stonefield communications (subject to completion of privilege review by C&H);

13. Freight market data and indices for relevant periods, including Granite Harbor Technologies data, Dunmore Systems data, and FMCSA carrier data as available. As discovery proceeds, C&H will supplement these materials with relevant document productions received from Vantor and third parties, deposition transcripts, interrogatory responses, and any expert report served by the plaintiff. C&H will coordinate with KAG

11. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or relating to this engagement letter or the services performed hereunder shall be resolved by binding arbitration conducted in New York, New York, in accordance with the Commercial Arbitrat

12. Miscellaneous This letter constitutes the entire agreement between C&H (acting on behalf of Stonefield) and KAG with respect to the engagement described herein, and supersedes all prior negotiations, representations, and understandings, whether oral or written, relating to the subject matter of this letter. No amendment or modification of this letter shall be effective unless made in writing and signed by both C&