Contract analysis

I. TRANSMITTAL MEMORANDUM August 22, 2022 FROM: Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP TO: Tobias Wren, General Counsel, Stonefield Logistics Group Inc. RE: Marked-Up Draft — Lender Notification Letter to Lakeshore National Bank (Administrative Agent) — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.) CC: Samuel Eklund, Responsible Partner, Calderwood & H

II. MARKED-UP DRAFT — LENDER NOTIFICATION LETTER NOTE: Tracked changes and C&H attorney comments are shown inline using the conventions and . Marginal comments from C&H attorneys are presented in bold italic brackets. All changes are suggestions for Stonefield's consideration and should be reviewed and approved prior to finalizing the letter. [STONEFIELD LOGISTICS GROUP INC. LETTERHEAD] Stonefield Logistics Group Inc

1. Case Caption and Court On August 12, 2022, Vantor Holdings Corp. ("Vantor"), a New York corporation with its principal place of business at 580 Eighth Avenue, 14th Floor, New York, New York 10018, filed a civil complaint (the "Complaint") against the Borrower in the United States District Court for the Southern District of New York, captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv

2. Plaintiff's Counsel Vantor is represented in this matter by Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, New York 10006. Lead counsel for Vantor is Harrison Caldwell, Named Partner of that firm.

3. Nature of the Claims *[C&H COMMENT: We have significantly revised this paragraph. The original draft described Vantor's allegations in considerably more detail than is necessary or advisable, including characterizations of Vantor's theory regarding Stonefield's purported motivations. The notification obligation under Section 6.03(b) requires a description of the nature of the claims, but it does not require — and

4. Damages Claimed *[C&H COMMENT: We recommend presenting the damages figure at the aggregate level — approximately $95.4 million — rather than providing the detailed component breakdown. The purpose of the notification is to establish that the claimed amount exceeds the $25 million threshold, and the aggregate figure clearly accomplishes this. A detailed breakdown, while factually accurate (the amounts are drawn dir

I. Signature block *[C&H COMMENT: We recommend that the letter be signed by Tobias Wren as General Counsel. As noted in the transmittal memo, the letter could alternatively be signed by Priya Ramachandran as CFO if Stonefield prefers a financial officer to make the notification. Either is appropriate under the Credit Agreement, which requires notification by an authorized officer of the Borrower. However, for a notif

III. SUMMARY OF C&H MARKUP NOTES — CONSOLIDATED REFERENCE For the convenience of Tobias Wren and Stonefield's internal team, the following is a consolidated summary of all attorney comments and markup notes embedded in the draft letter above. These notes are intended to facilitate Stonefield's review and finalization of the letter prior to transmission. Additional Procedural Notes Filing of Notice of Appearance. Cald