Contract analysis

I. Introduction and Purpose I am the General Counsel of Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Fort Worth, Texas. I write on behalf of the Company and its current and former directors and officers in connection with the above-referenced litigation. Stonefield is the named insured under Directors

II. Description of the Insured The insured entity and relevant organizational details are as follows: Named Insured: Stonefield Logistics Group Inc., a Delaware corporation Employer Identification Number (EIN): 83-2947106 Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801 Principal Place of Business: 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102 Industry: Trans

III. Description of the Claim A. The Underlying Litigation On August 12, 2022, Vantor Holdings Corp. ("Vantor"), a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018, filed a Complaint against Stonefield Logistics Group Inc. in the United States District Court for the Southern District of New York. The Action has been assigned Case No. 22-cv-07841 and is assigned to the Hono

IV. Tender of Defense and Indemnification Stonefield Logistics Group Inc. hereby formally tenders the defense of the Vantor Litigation to Graymark Insurance Company under the Policy. The Company further tenders the defense on behalf of each of the directors and officers identified in Section III.F above who are or may become parties or targets of the claims asserted in the Action. In connection with this tender, Ston

1. Acknowledge receipt of this notice of claim and tender, confirming the date on which this notice was received by the Claims Department.

2. Confirm coverage under the Policy for the defense of the Company and its directors and officers in connection with the Vantor Litigation, including a determination as to whether the claims fall within the Policy's insuring agreements and whether any exclusions are asserted.

3. Assume or reimburse the costs of defense, including reasonable and necessary attorneys' fees, expert witness fees, consultant fees, court costs, and all related litigation expenses incurred in connection with the defense of the Action.

4. Indemnify the Company and its directors and officers for any amounts for which they may become legally obligated to pay in connection with the Vantor Litigation, including any judgment, settlement, or other resolution, up to the Policy's aggregate limit of Fifteen Million Dollars ($15,000,000). The Company wishes to inform Graymark that it has engaged the law firm of Calderwood & Harkness LLP, located at 200 Park

V. Stonefield's Position and Anticipated Defenses While a full discussion of the Company's litigation strategy is beyond the scope of this notice letter, the Company wishes to inform Graymark of its general position regarding the merits of the Vantor Litigation. Stonefield believes that Vantor's claims lack merit and intends to vigorously defend the Action. The Company's position is as follows: Valid Termination for

VI. Reservation of Rights Stonefield Logistics Group Inc. expressly reserves all of its rights under the Policy, at law, and in equity, including but not limited to the following: • The right to seek full coverage for defense costs and indemnification under the Policy for the Vantor Litigation and any related claims, proceedings, or investigations that may arise; • The right to challenge any denial, limitation, or re

VII. Request for Prompt Response Given the pendency of the Vantor Litigation and the need for the Company and its counsel to make timely decisions regarding the defense of the Action, Stonefield respectfully requests that Graymark provide a written coverage determination within thirty (30) days of receipt of this notice, or such shorter period as may be required by the terms of the Policy or by applicable law. The Co

VIII. Enclosed Materials The following documents are enclosed with this notice for Graymark's review:

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

2. Copy of Vantor's pre-suit demand letter dated April 8, 2022, from Caldwell Royce & Shapiro LLP;

3. Copy of the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315);

4. Copy of Stonefield's Cure Notice dated January 18, 2022, from Raymond Hess (Director, Contract Compliance) to VTS;

5. Copy of Stonefield's Termination Letter dated March 4, 2022, from Tobias Wren (General Counsel) to Vantor Holdings Corp. and Vantor Transport Services LLC; and

6. Copy of the declarations page of Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871.

IX. Closing Stonefield will continue to provide Graymark with updates regarding the Vantor Litigation as material developments occur and as required by the terms of the Policy. The Company will cooperate fully with Graymark's reasonable requests for information in connection with its investigation and evaluation of this claim. Stonefield respectfully requests that Graymark acknowledge receipt of this notice and the e