Contract analysis

1. Entry of a declaratory judgment on Stonefield's Counterclaim (ECF No. 25), declaring that (a) Stonefield's termination of the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) (the "TSA") was valid and for Cause under Section 13.1(a) of the TSA; (b) no liquidated damages are owed to Vantor or Vantor Transport Services LLC under Section 14.2 of the TSA; and (c) any materia

2. An award to Stonefield of its reasonable costs and attorneys' fees incurred in connection with this Motion.

3. Such other and further relief as this Court deems just and proper. Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Samuel Eklund Patrick Gallagher 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 530-4400 Attorneys for Defendant Stonefield Logistics Group Inc. Dated: New York, New York [TO BE DETERMINED — HELD IN RESERVE] UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YOR

I. PRELIMINARY STATEMENT Plaintiff Vantor Holdings Corp. filed this breach of contract action on August 12, 2022, alleging that Defendant Stonefield Logistics Group Inc. wrongfully terminated a five-year Transportation Services Agreement (the "TSA") and seeking approximately $95.4 million in damages. The damages claimed include $67.23 million in alleged liquidated damages under Section 14.2 of the TSA, $18.7 million

II. STATEMENT OF RELEVANT FACTS A. Background of the Dispute On March 15, 2019, Stonefield Logistics Group Inc. — a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102 — and Vantor Transport Services LLC ("VTS") — a New York limited liability company and wholly owned operating subsidiary of Plaintiff Vantor Holdings Corp. — executed the Transportation Services Agreement (Co

III. LEGAL STANDARD — FEDERAL RULE OF CIVIL PROCEDURE 41(b) Federal Rule of Civil Procedure 41(b) provides in relevant part: "If the plaintiff fails to prosecute or to comply with these rules or a court order, a defendant may move to dismiss the action or any claim against the defendant. Unless the dismissal order states otherwise, a dismissal under this subdivision (b) . . . operates as an adjudication on the merits

IV. ARGUMENT All five of the Second Circuit's factors weigh decisively in favor of dismissal with prejudice. The record before this Court reflects not a momentary delay or inadvertent oversight, but a deliberate and continuing abdication of prosecution by a corporate plaintiff that has failed to retain counsel, failed to comply with a court order, and failed to take any action whatsoever to advance its claims for nea

V. STONEFIELD'S COUNTERCLAIM In addition to defending against Vantor's claims, Stonefield filed a Counterclaim (ECF No. 25) on January 13, 2023, seeking a declaratory judgment that: (a) Stonefield's March 4, 2022 termination of the TSA was valid and for Cause under Section 13.1(a) of the TSA; (b) No liquidated damages are owed to Vantor or VTS under Section 14.2 of the TSA; and (c) Any material breach of the TSA was

VI. CONCLUSION For all of the foregoing reasons, Vantor's prolonged failure to retain substitute counsel — in direct violation of this Court's express October 18, 2023 Order — its failure to advance this case in any manner since its counsel's withdrawal, and its apparent complete abandonment of claims seeking $95.4 million in damages warrant dismissal with prejudice under Federal Rule of Civil Procedure 41(b). All fi

1. Dismissing Plaintiff Vantor Holdings Corp.'s Amended Complaint (ECF No. 18) with prejudice pursuant to Federal Rule of Civil Procedure 41(b) for failure to prosecute;

2. Entering a declaratory judgment on Stonefield's Counterclaim (ECF No. 25) that (a) the termination of the TSA was valid and for Cause under Section 13.1(a), (b) no liquidated damages are owed under Section 14.2, and (c) any material breach of the TSA was committed by VTS, or, in the alternative, dismissing Stonefield's Counterclaim without prejudice;

3. Awarding Stonefield its reasonable costs and attorneys' fees incurred in connection with this Motion; and

4. Granting such other and further relief as this Court deems just and proper. Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Samuel Eklund Patrick Gallagher 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 530-4400 Facsimile: (212) 530-4401 Attorneys for Defendant Stonefield Logistics Group Inc. Dated: New York, New York [TO BE DETERMINED — HELD IN RESERVE] CERTIFICATE OF SERVICE

1. Defendant Stonefield Logistics Group Inc.'s Motion to Dismiss Plaintiff's Claims with Prejudice for Failure to Prosecute Pursuant to Fed. R. Civ. P. 41(b);

2. Memorandum of Law in Support of Defendant's Motion to Dismiss;

3. Declaration of Patrick Gallagher, with Exhibits A through E; and

4. Proposed Order upon the following by the means indicated: Vantor Holdings Corp. (Plaintiff — no counsel of record) Vantor Holdings Corp. Attn: Nikolai Vantorovich, Chief Executive Officer 580 Eighth Avenue, 14th Floor New York, New York 10018 By first-class mail, postage prepaid, and by email to Nikolai Vantorovich Note: Plaintiff's former counsel, Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New Yor

1. Defendant's Motion is GRANTED.

2. Plaintiff Vantor Holdings Corp.'s Amended Complaint (ECF No. 18) is DISMISSED WITH PREJUDICE pursuant to Federal Rule of Civil Procedure 41(b) for failure to prosecute. 3. [Alternative A:] Declaratory judgment is entered in favor of Defendant Stonefield Logistics Group Inc. on its Counterclaim (ECF No. 25). The Court hereby declares that (a) Defendant's termination of the Transportation Services Agreement dated Ma

4. The Clerk of Court is respectfully directed to enter judgment in accordance with this Order and to close this case. SO ORDERED. ________________________________________ Hon. Margaret T. Calloway United States District Judge Dated: ___ UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK DECLARATION OF PATRICK GALLAGHER IN SUPPORT OF DEFENDANT'S MOTION TO DISMISS FOR FAILURE TO PROSECUTE I, Patrick Gallagher,

1. I am a member in good standing of the bar of this Court and an associate in the litigation department of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166. I serve as the lead associate on the defense of Defendant Stonefield Logistics Group Inc. ("Stonefield") in the above-captioned action. I submit this Declaration in support of Stonefield's Motion to Dismiss Plaintiff Vantor Holdin

2. I have personal knowledge of the facts set forth herein based upon my active participation in the defense of this matter since Calderwood & Harkness's engagement in September 2022 and my review of the case file, docket entries, correspondence, and other materials maintained in the ordinary course of our representation of Stonefield.

3. Vantor filed the original Complaint in this action on August 12, 2022. Vantor filed its Amended Complaint on December 2, 2022. Stonefield filed its Answer, Affirmative Defenses, and Counterclaim on January 13, 2023. The parties thereafter engaged in extensive fact and expert discovery from approximately March 2023 through September 2023.

4. On October 3, 2023, Vantor's counsel of record, Caldwell Royce & Shapiro LLP ("CRS"), filed a Motion to Withdraw as counsel for Vantor, citing irreconcilable differences with its client.

5. On October 18, 2023, the Court entered an Order granting CRS's withdrawal and directing Vantor to retain substitute counsel admitted to practice before this Court and to cause new counsel to file a notice of appearance within sixty (60) days — i.e., by December 17, 2023. The Court's Order expressly cautioned Vantor that failure to comply could result in sanctions, including dismissal. A true and correct copy of th

6. The December 17, 2023 deadline expired without any attorney filing a notice of appearance on behalf of Vantor. No motion for extension of time was filed. No communication of any kind was received from Vantor or from any prospective substitute counsel.

7. On January 8, 2024, I filed a letter on behalf of Stonefield with this Court, noting Vantor's failure to comply with the Court's October 18, 2023 Order and requesting either a status conference or consideration of dismissal. A copy of this letter was served upon Vantor at its headquarters address, 580 Eighth Avenue, 14th Floor, New York, New York 10018, by first-class mail and by email to Nikolai Vantorovich, CEO

8. As of the date of this Declaration, January 15, 2024, no attorney has entered an appearance for Vantor. No filing, letter, or communication of any kind has been made on Vantor's behalf since CRS's withdrawal. I have reviewed the Court's electronic docket on the PACER system and confirm that no new filings or entries appear attributable to Vantor since October 18, 2023. A printout of the docket sheet reflecting thi

9. The Case Management Order entered by this Court on February 17, 2023, established the following deadlines: fact discovery to be completed by September 29, 2023; expert discovery to be completed by January 12, 2024; and dispositive motions to be filed by March 1, 2024. All of these deadlines were stayed by the Court's October 18, 2023 Order pending the appearance of substitute counsel for Vantor. All deadlines rema

10. On September 22, 2023, this Court entered an Order directing that the deposition of Nikolai Vantorovich, CEO of Vantor, be completed by October 20, 2023. The deposition had been partially conducted on August 18, 2023 (approximately 4.5 hours) but was suspended when Mr. Vantorovich claimed illness. The October 20, 2023 deadline passed without compliance, and the deposition remains incomplete. A true and correct co

11. Based on records maintained by Calderwood & Harkness in the ordinary course of business, I can attest that Stonefield has incurred approximately $3.8 million in attorneys' fees and approximately $620,000 in costs and disbursements through October 2023 in connection with the defense of this matter. These amounts include fees for associate and partner time, e-discovery vendor costs (Pinnacle Forensics LLC), expert

12. At the time of CRS's withdrawal, Stonefield was prepared to proceed with summary judgment motion practice. Calderwood & Harkness had substantially completed a summary judgment roadmap organizing Stonefield's dispositive arguments around four main pillars, and the briefing was expected to be filed in advance of the March 1, 2024 deadline established in the Case Management Order. The delay caused by Vantor's failur

13. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed in New York, New York, on this 15th day of January, 2024. ________________________________________ Patrick Gallagher Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 INTERNAL ANNOTATIONS / NOTES TO FILE PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

1. If the Court dismisses on its own motion at the OSC hearing: This filing will be unnecessary. Confirm that the dismissal order addresses Stonefield's Counterclaim (either by entering judgment thereon or dismissing without prejudice) and includes appropriate language regarding finality. If the Court's order is silent on the Counterclaim, file a separate letter requesting clarification.

2. If Vantor obtains an extension or retains counsel at the OSC hearing: This motion should be updated to reflect the changed circumstances. If Vantor is given an extension, the motion should be revised to address the additional delay period and held for potential filing upon expiration of the extended deadline. If Vantor retains counsel, the motion becomes moot and should be archived. In either event, we should purs

3. If the Court declines to dismiss at the OSC but does not grant an extension: This motion should be filed promptly thereafter — ideally within 48 hours. The filing will be authorized by Samuel Eklund by email or phone. Filing authorization required from: Samuel Eklund (Responsible Partner). Do not file without express authorization. Client contacts to notify before filing: • Tobias Wren, General Counsel, Stonefield