Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the February 14, 2022 letter from Vantor Transport Services LLC ("VTS") constituted a sufficient "cure" of the material breaches identified in Stonefield Logistics Group Inc.'s ("Stonefield" or "SLG") January 18, 2022 Cure Notice, thereby rendering Stonefield's subsequent March 4, 2022 termination of the Transportation Services Agreement (the "

II. Factual Background A. The Transportation Services Agreement On March 15, 2019, Stonefield Logistics Group Inc. (acting as "Shipper-Broker") and Vantor Transport Services LLC (acting as "Carrier-Provider") entered into the Transportation Services Agreement, Contract Reference No. SLG-VTS-2019-0315 (the "TSA"). The TSA was drafted by Ashford Meridian LLP on behalf of Stonefield and is governed by New York law pursu

1. On-Time Pickup Rate ≥ 95%. VTS was required to complete pickup of tendered loads within the scheduled pickup window (as defined in Section 8.1(a)) for at least 95% of all load tenders accepted by VTS in any given measurement period.

2. On-Time Delivery Rate ≥ 93%. VTS was required to deliver loads within the scheduled delivery window (as defined in Section 8.1(b)) for at least 93% of all loads picked up by VTS in any given measurement period.

3. Cargo Claims Ratio ≤ 0.5% of Gross Revenue. The total dollar value of all cargo damage, loss, or shortage claims attributable to VTS in any given measurement period was not to exceed 0.5% of gross revenue for VTS transportation services during that period.

4. Tender Acceptance Rate ≥ 90%. VTS was required to accept at least 90% of all load tenders submitted by Stonefield through the electronic tendering system specified in Section 6.2.

5. Equipment Availability Compliance ≥ 85% of Committed Fleet Capacity. VTS was required to maintain available and operational equipment (tractors and trailers) at a level equal to or exceeding 85% of the committed fleet capacity (i.e., at least 340 of 400 tractors and a corresponding proportional trailer availability). These SLOs were not aspirational targets — they were binding contractual obligations the breach of

III. Legal Framework — Cure and "Substantial Cure" Under New York Law A. Contractual Cure Provisions — General Principles Under New York law, where a contract specifies a cure period and cure mechanism, the contractual terms control the analysis. Courts in New York consistently hold that the express provisions of a contract govern the parties' respective rights and obligations, and that where parties have negotiated

IV. Application — Vantor's February 14 Response Did Not Constitute Cure A. The Response Was Argumentative, Not Remedial Applying the legal framework set forth in Part III to the facts summarized in Part II, the threshold conclusion is clear: Vantor's February 14, 2022 response was fundamentally an argumentative communication, not a demonstration of remediation. The letter devoted the overwhelming majority of its subs

1. On-Time Pickup Rate (78.2% vs. 95% SLO) The January 18, 2022 Cure Notice identified that VTS's on-time pickup rate for Q4 2021 was 78.2%, falling 16.8 percentage points below the contractual threshold of 95%. This represented a fundamental failure of VTS's core transportation service obligation — the timely retrieval of freight from Stonefield's shipper customers' facilities. The February 14, 2022 response did not

2. On-Time Delivery Rate (81.6% vs. 93% SLO) The Cure Notice identified an on-time delivery rate of 81.6% against a contractual threshold of 93% — an 11.4 percentage point shortfall. Like the pickup rate deficiency, this failure went to the core of VTS's service obligation. No updated delivery rate data was provided in the February 14 response. VTS offered no evidence of operational changes targeted at improving deli

3. Tender Acceptance Rate (71.4% vs. 90% SLO) The Cure Notice identified a tender acceptance rate of 71.4% against a contractual threshold of 90% — the second-largest shortfall of any SLO category, at 18.6 percentage points below the required level. This deficiency meant that VTS was rejecting more than one in four load tenders submitted by Stonefield, forcing Stonefield to find alternative carriers on short notice a

4. Equipment Availability (62% vs. 85% SLO) The Cure Notice identified that VTS was maintaining equipment availability at approximately 62% of committed fleet capacity — meaning that only approximately 248 tractors were available for SLG freight, versus the 400 committed under the TSA and the 340 required to meet the 85% SLO threshold. This represented a deficit of approximately 152 tractors. The February 14 response

5. Cargo Claims Ratio (1.07% vs. ≤ 0.5% SLO) The Cure Notice identified a cargo claims ratio of approximately 1.07%, based on 16 documented cargo claims in November and December 2021 totaling $387,400 in claimed damages. This ratio was more than double the contractual threshold of 0.5% of gross revenue. The February 14 response disputed the accuracy of the cargo claims data, asserting that certain claims had been inc

6. Substitute Equipment / Surge Capacity (Section 7.4) The Cure Notice specifically identified VTS's chronic failure to provide substitute equipment or surge capacity as required under TSA Section 7.4. Under that provision, when VTS's equipment availability falls below the committed fleet threshold, VTS is obligated to arrange for substitute equipment or temporary surge capacity from approved subcontractors to ensure

V. Potential Counterarguments and Risk Assessment This Part identifies the principal counterarguments that Vantor may raise in opposition to Stonefield's cure defense and assesses the risk that each argument poses. A. Vantor May Argue the Cure Period Was Too Short Vantor may argue that 30 days was insufficient time to cure the complex, multi-faceted operational deficiencies identified in the Cure Notice — particularl

VI. Implications for Summary Judgment The cure analysis set forth in this memorandum supports a motion for partial or full summary judgment on Stonefield's defense that the March 4, 2022 termination was a valid termination for Cause under TSA Section 13.1(a). The strength of the cure argument lies in the relative paucity of genuinely disputed facts on this issue. Undisputed facts favoring summary judgment on the cure

1. The Cure Notice was sent on January 18, 2022, specifying all five SLO failures with particular data points, calculated shortfalls, and specific reference to the applicable contractual thresholds. The adequacy of the Cure Notice under Section 13.2 is the subject of a separate analysis and, based on the October 20, 2022 memorandum, is well-supported.

2. The 30-day cure period expired on February 17, 2022. There is no dispute as to the applicable cure period or the date of its expiration.

3. Vantor's February 14, 2022 response acknowledged "operational challenges" but provided no performance data, no remediation plan, no evidence of any concrete corrective action, and no documentation of actual improvement in any SLO category. The content of the letter is a matter of documentary record and is not subject to genuine factual dispute.

4. VTS did not dispute the underlying Q4 2021 performance metrics in its February 14 response. While VTS disputed the accuracy of the cargo claims data, it did not challenge the on-time pickup rate, on-time delivery rate, tender acceptance rate, or equipment availability figures cited in the Cure Notice. This is further confirmed by Raymond Hess's deposition testimony on July 27, 2023, in which Hess testified that VT

5. Post-cure performance data from SLG systems for the period February 18 through March 4, 2022, shows continued SLO non-compliance across all measured categories, with no meaningful improvement from the Q4 2021 figures.

6. The termination letter was sent on March 4, 2022 — after the expiration of the 30-day cure period — in compliance with the procedural requirements of Section 13.1(a). Potentiall