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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Bernard Crawford, Responsible Partner, Labor & Employment

FROM: Lisa Cheng, Paralegal, Labor & Employment

DATE: April 29, 2025

RE: Conflict of Interest Check — Proposed Representation of Stonefield Logistics Group Inc. in Delano v. Stonefield Logistics Group Inc., anticipated FLSA collective action, U.S. District Court for the Northern District of Texas, Dallas Division

New Matter No.: To be assigned upon clearance

I. Purpose

This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Stonefield Logistics Group Inc. ("SLG" or "Stonefield") in the defense of a Fair Labor Standards Act ("FLSA") collective action and related Texas state law claims filed, or anticipated to be filed, by Marcus Delano. The conflict check was performed in accordance with the Firm's Conflict of Interest Policies and Procedures Manual (Rev. January 2025), Rule 1.7 and Rule 1.9 of the Texas Disciplinary Rules of Professional Conduct, and the corresponding provisions of the ABA Model Rules of Professional Conduct, to ensure that the proposed representation does not present any actual, potential, or positional conflict of interest that would require informed consent, screening, or declination of the engagement.

The conflict check was initiated on April 28, 2025, following a request from Bernard Crawford (Responsible Partner, Labor & Employment Practice Group), after initial contact from Margaret Hollis, General Counsel of Stonefield Logistics Group Inc., and Nathan Okonkwo, Managing Director of Ridgepoint Capital Management LLC, the management entity of SLG's majority private equity sponsor. Mr. Crawford's request was submitted through the Firm's electronic conflict intake portal (Intake Request No. CIR-1006-00008) and was processed on an expedited basis due to the anticipated filing date of the underlying complaint.

The proposed engagement team for this matter consists of the following individuals:

• Bernard Crawford — Responsible Partner, Labor & Employment

• Renata Vasquez — Billing Partner, Labor & Employment

• James Underwood — Lead Associate, Labor & Employment

• Devon Archer — Working Associate, Labor & Employment

• Lisa Cheng — Paralegal, Labor & Employment

This memorandum sets forth the nature and scope of the proposed matter, identifies all parties and related entities searched, describes the search methodology employed, presents the detailed results of the conflict search, and provides a recommendation regarding clearance of the matter for engagement.

II. Matter Description

Nature of Matter. The proposed representation involves the defense of Stonefield Logistics Group Inc. in an FLSA collective action and related state law claims arising under the Texas Payday Law (Tex. Lab. Code §§ 61.001–61.095). The claims allege that SLG has systematically misclassified delivery drivers as independent contractors rather than employees, thereby denying those drivers the protections afforded by the FLSA — including, without limitation, the federal minimum wage, overtime compensation for hours worked in excess of forty (40) per workweek, and accurate recordkeeping — as well as the wage payment protections of the Texas Payday Law. The named plaintiff, Marcus Delano, seeks to prosecute the FLSA claims on a collective basis pursuant to 29 U.S.C. § 216(b) on behalf of himself and all similarly situated current and former delivery drivers who signed Independent Contractor Operating Agreements ("ICOAs") with SLG during the relevant statutory period. The anticipated class or collective period extends from April 30, 2022 to the present, capturing the applicable two-year (or, in the case of willful violations, three-year) statute of limitations under the FLSA.

Case Caption (Anticipated). Marcus Delano, individually and on behalf of all others similarly situated, v. Stonefield Logistics Group Inc., Civil Action No. to be assigned; complaint filed or anticipated to be filed on or about April 30, 2025, in the United States District Court for the Northern District of Texas, Dallas Division.

Client. Stonefield Logistics Group Inc. is a Delaware-incorporated, Texas-headquartered transportation and logistics company specializing in last-mile delivery, regional freight, and white-glove delivery services. The company operates distribution hubs across Texas, Oklahoma, Louisiana, Arkansas, and Missouri, and employs or engages approximately 2,400 individuals across its operations, including approximately 1,187 delivery drivers classified as independent contractors. SLG's principal place of business and corporate headquarters is located at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039. Its Employer Identification Number is 82-4731956; its Delaware Charter Number is 6247183; and its Texas Secretary of State Filing Number is 0803127465. Since July 2019, a 72% equity stake in SLG has been held by Ridgepoint Capital Partners Fund III, LP, a private equity fund managed by Ridgepoint Capital Management LLC, which acquired the stake for approximately $285 million. The remaining 28% equity is held by SLG's founder, senior management, and other minority investors.

Named Plaintiff / Adverse Party. Marcus Delano is an individual residing at 3417 Calmont Avenue, Fort Worth, Texas 76107. Mr. Delano served as a delivery driver at SLG's Fort Worth distribution hub, designated internally as "HUB-01," located at 1015 Railhead Parkway, Fort Worth, Texas 76106. He performed delivery services for SLG from approximately March 2021 through September 2024, at which time his ICOA was either terminated or not renewed. According to preliminary information provided by SLG's General Counsel, Mr. Delano's claims center on allegations that SLG exercised sufficient control over his work schedule, routes, equipment usage, and customer interactions to establish an employment relationship, notwithstanding the terms of his ICOA designating him as an independent contractor. Mr. Delano is represented by Hartwell & Brashear PLLC, a Dallas-based plaintiff-side employment litigation boutique.

III. Parties and Related Entities Searched

The following parties, entities, individuals, and related persons were identified as requiring inclusion in the conflict search based on the information provided in the engagement intake materials, the pre-engagement telephone conference between Bernard Crawford and SLG's General Counsel, and publicly available information. Each entry below was searched through the Firm's conflict management system, as further described in Section IV of this memorandum.

A. Client and Client Affiliates

1. Stonefield Logistics Group Inc. — The prospective client. Delaware corporation; principal place of business and corporate headquarters at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039. EIN: 82-4731956. Delaware Charter No.: 6247183. Texas SOS Filing No.: 0803127465.

2. Ridgepoint Capital Partners Fund III, LP — Delaware limited partnership; private equity fund holding a 72% equity stake in SLG since July 2019; acquisition price approximately $285 million. EIN: 37-8194220. Principal office address: 225 W. Wacker Drive, Suite 2400, Chicago, Illinois 60606. Searched as an affiliated entity of the prospective client due to its majority ownership interest and potential involvement in the governance and operational decisions at issue in the underlying litigation.

3. Ridgepoint Capital Management LLC — Delaware limited liability company; general partner and management entity of Ridgepoint Capital Partners Fund III, LP. Principal office address: 225 W. Wacker Drive, Suite 2400, Chicago, Illinois 60606. Searched as an affiliated entity due to its management role and because its Managing Director, Nathan Okonkwo, initiated client contact with the Firm.

4. Nathan Okonkwo — Managing Director, Ridgepoint Capital Management LLC; serves as a board observer for Stonefield Logistics Group Inc. Mr. Okonkwo participated in the initial engagement discussion and may be involved in providing strategic direction and litigation oversight on behalf of the private equity sponsor.

5. Gerald Wynn — Chief Executive Officer, Stonefield Logistics Group Inc. Searched as a key officer of the prospective client and as a potential fact witness in the underlying litigation regarding SLG's business model, contractor classification decisions, and corporate governance.

6. Margaret Hollis — General Counsel, Stonefield Logistics Group Inc. Searched as a key officer of the prospective client and as the individual responsible for directing outside counsel in this matter. Ms. Hollis is expected to serve as the primary client contact for the engagement.

7. Aaron Turcotte — Chief People Officer, Stonefield Logistics Group Inc. Searched as a key officer with direct oversight of SLG's human resources and workforce classification policies, which are central to the claims at issue.

8. Trevor Sandoval — Vice President of Operations, Stonefield Logistics Group Inc. Searched as a senior officer with operational authority over SLG's delivery network, driver management, route assignments, and hub operations, all of which are relevant to the misclassification analysis.

9. Karen Lund — Director of Driver Relations, Stonefield Logistics Group Inc. Searched as a key employee responsible for managing the relationship between SLG and its delivery drivers, including the administration of ICOAs and the implementation of driver policies and procedures.

10. Dennis Faulkner — Hub Manager, Fort Worth (HUB-01), Stonefield Logistics Group Inc. Searched as a key employee who directly supervised or managed operations at the distribution hub where the named plaintiff performed delivery services and who may possess material knowledge regarding the day-to-day working conditions and degree of control exercised over drivers at that location.

B. Adverse Parties

1. Marcus Delano — Named Plaintiff; individual; residing at 3417 Calmont Avenue, Fort Worth, Texas 76107. Former delivery driver at SLG's Fort Worth distribution hub (HUB-01). Performed delivery services under an ICOA from approximately March 2021 through September 2024.

2. Proposed collective members — The anticipated collective action will seek conditional certification on behalf of approximately 1,187 current and former delivery drivers who signed Independent Contractor Operating Agreements with SLG from April 30, 2022 to the present. The identities of the individual proposed collective members (opt-in plaintiffs) are not yet known and have not been disclosed in any filing or demand letter. At this stage, searches were conducted on general terms relating to the delivery driver population at SLG and on the named plaintiff specifically. Supplemental conflict checks will be conducted as individual opt-in plaintiffs are identified during the course of the litigation.

C. Adverse Counsel

1. Hartwell & Brashear PLLC — Texas professional limited liability company; plaintiff-side employment litigation boutique. Principal office address: 500 N. Akard Street, Suite 1750, Dallas, Texas 75201. The firm has been identified as lead counsel for the named plaintiff, Marcus Delano, based on the pre-suit demand letter received by SLG's General Counsel on April 15, 2025.

2. Claudia Hartwell — Partner, Hartwell & Brashear PLLC; Lead Counsel for Plaintiff. Ms. Hartwell is identified as the signatory on the pre-suit demand letter and is expected to serve as lead trial counsel for the plaintiff collective.

3. Jordan Brashear — Partner, Hartwell & Brashear PLLC. Mr. Brashear is a named partner of the opposing firm and has been included in the search as a matter of standard procedure.

D. Related Third Parties and Other Interested Entities

1. Pennfield & Daye LLP — Fort Worth-based employment law firm; principal office address: 801 Cherry Street, Suite 1400, Fort Worth, Texas 76102. Pennfield & Daye served as prior employment counsel to SLG. The firm drafted the original Independent Contractor Operating Agreement template in 2018 and advised SLG on independent contractor classification issues at the time the ICOA program was implemented. Pennfield & Daye is not litigation counsel in this matter and has not been engaged by SLG to participate in the defense. However, the firm is a source of potentially relevant privileged communications regarding the design and legal basis of SLG's contractor classification structure, and it is possible that SLG's privilege assertions will be tested during discovery.

2. Broadleaf Insurance Company — Connecticut stock insurance company; SLG's Employment Practices Liability Insurance ("EPLI") carrier. Policy No.: BIC-EPL-2024-07831. Policy period: January 1, 2025 through January 1, 2026. Self-insured retention ("SIR"): $2,000,000. Aggregate limit: $10,000,000. Principal office address: 100 Constitution Plaza, Hartford, Connecticut 06103. Broadleaf has acknowledged receipt of SLG's notice of claim and has issued a reservation of rights letter dated April 19, 2025, reserving its position on coverage for certain categories of damages and defense costs.

3. Corbin Risk Advisors LLC — Virginia limited liability company; litigation consulting and expert economics firm. Principal office address: 1901 N. Moore Street, Suite 1020, Arlington, Virginia 22209. Corbin Risk is being considered for retention as an economic and damages consulting expert in connection with the defense of the collective action, including analysis of potential damages exposure, statistical sampling methodologies, and economic modeling of SLG's contractor compensation structure.

4. Dr. Priya Ramanathan — Lead Consultant and Expert Economist, Corbin Risk Advisors LLC. Dr. Ramanathan has been identified as the specific consultant who would lead the expert engagement on behalf of SLG if Corbin Risk is retained. She holds a Ph.D. in Labor Economics from the University of Chicago and has testified as an expert in approximately seventeen FLSA and state wage-and-hour matters.

5. Meridian National Bank — SLG's primary lender under a senior secured credit facility. Principal office address: 1700 Pacific Avenue, Suite 500, Dallas, Texas 75201. Meridian is included in the search because the outcome of the collective action, particularly if a large judgment or settlement is entered, could implicate financial covenants, reporting obligations, or material adverse change provisions under SLG's credit agreement with Meridian.

6. Whitmore & Solano CPAs LLP — SLG's external auditing firm. Principal office address: 8350 N. Central Expressway, Suite 600, Dallas, Texas 75206. Whitmore & Solano is included in the search because the firm may possess relevant financial records, audit workpapers, or tax-related documents pertaining to SLG's classification and payment of delivery drivers as independent contractors.

E. Court / Judicial Officers

1. Hon. Rebecca Chen — United States District Judge, Northern District of Texas, Dallas Division. Judge Chen has been identified as the anticipated presiding judge based on the Dallas Division's case assignment practices and information received from plaintiff's counsel during pre-suit communications. Assignment will be confirmed upon filing of the complaint.

2. Hon. Timothy Farrell — United States Magistrate Judge, Northern District of Texas, Dallas Division. Judge Farrell has been identified as the anticipated referral magistrate for pretrial proceedings. Assignment will be confirmed upon filing of the complaint and entry of a referral order.

IV. Search Methodology

The conflict of interest searches described in this memorandum were conducted on April 28 and April 29, 2025, using Calderwood & Harkness LLP's firm-wide conflict management database (Ridgeway Health IT, Version 7.6, as deployed and maintained by the Firm's General Counsel and Information Technology departments). The database contains records of all current and former client representations, adverse parties, related entities, and interested persons for all matters opened or active at any time during the Firm's operational history, as well as lateral hire portability and prior representation data imported during the onboarding of lateral attorneys.

All names, entities, and known aliases or abbreviations listed in Section III above were entered into the conflict management system using both exact-match and fuzzy-match search protocols. The following additional searches were performed to ensure comprehensive coverage:

(a) Variations and abbreviations. Each entity name was searched using reasonably foreseeable abbreviations, trade names, and stylistic variations. Examples include, without limitation: "SLG," "Stonefield," "Stonefield Logistics," "Stonefield Logistics Group," "Ridgepoint Capital," "Ridgepoint," "Ridgepoint Fund III," "RCP Fund III," "Ridgepoint Capital Partners," "Hartwell Brashear," "H&B," "Pennfield Daye," "Broadleaf Insurance," "Broadleaf Ins.," "Corbin Risk," "Meridian Bank," "Meridian National," "Whitmore Solano," and similar variants for each entity listed above.

(b) Officers, directors, and key employees. All known officers, directors, and key employees of Stonefield Logistics Group Inc. were searched individually by name, including reasonable spelling variations and common shortened forms (e.g., "Gerry Wynn," "G. Wynn," "Meg Hollis," "M. Hollis," etc.).

(d) Cross-reference searches. The Firm's current and historical client/matter index, adverse-party index, and lateral hire portability records were cross-checked to identify any prior representations of, or adverse to, any party, entity, or individual listed in Section III. The search encompassed matters opened or closed within the past ten (10) years, consistent with the Firm's conflict retention policy.

In addition to the database searches, the undersigned reviewed publicly available information regarding the parties and entities identified above, including Texas Secretary of State business filings, Delaware Division of Corporations records, and the Northern District of Texas PACER system, to confirm the identity and organizational structure of the relevant parties and to identify any additional entities or individuals warranting inclusion in the search.

The results of the conflict search are detailed in Section V below.

V. Results of Conflict Search

A. Stonefield Logistics Group Inc.

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Stonefield Logistics Group Inc. by Calderwood & Harkness LLP. Additionally, no matters were identified in which SLG appeared as an adverse party, co-party, interested person, or third-party witness in any current or historical C&H engagement. The Firm has no existing attorney-client relationship with SLG, and no former representation of SLG was identified that could give rise to a successive conflict under Rule 1.9.

Result: Clear — No Conflict.

B. Ridgepoint Capital Partners Fund III, LP / Ridgepoint Capital Management LLC

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Ridgepoint Capital Partners Fund III, LP. Similarly, no current or prior representation of Ridgepoint Capital Management LLC was identified. The Firm has not previously acted for or against any Ridgepoint Capital entity, including any known Ridgepoint portfolio company, in any transactional, advisory, or litigation capacity.

A search for Nathan Okonkwo, Managing Director of Ridgepoint Capital Management LLC and board observer for SLG, returned no results indicating any prior representation of Mr. Okonkwo in an individual capacity, nor any adverse involvement in any pending or closed C&H matter.

No conflicts or potential conflicts arise from the Firm's relationship (or lack thereof) with the Ridgepoint entities or their personnel.

Result: Clear — No Conflict.

C. SLG Officers and Key Employees

Individual searches were conducted for each of the following officers and key employees of Stonefield Logistics Group Inc.:

• Gerald Wynn, Chief Executive Officer

• Margaret Hollis, General Counsel

• Aaron Turcotte, Chief People Officer

• Trevor Sandoval, Vice President of Operations

• Karen Lund, Director of Driver Relations

• Dennis Faulkner, Hub Manager, Fort Worth (HUB-01)

None of the above individuals returned any hits in the Firm's conflict management database as current or former clients, adverse parties, witnesses, or interested persons in any pending or closed matter handled by Calderwood & Harkness LLP. No personal, familial, or professional connections between any of these individuals and any current C&H attorney or staff member were identified.

Result: Clear — No Conflict.

D. Marcus Delano (Named Plaintiff)

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Marcus Delano by Calderwood & Harkness LLP. No matters were identified in which Mr. Delano appeared as a party, witness, interested person, or participant in any capacity. The Firm has no existing or former attorney-client relationship with Mr. Delano, and no duties of loyalty or confidentiality are owed to him.

Result: Clear — No Conflict.

E. Hartwell & Brashear PLLC / Claudia Hartwell / Jordan Brashear

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Hartwell & Brashear PLLC or any of its partners by Calderwood & Harkness LLP. The Firm has not previously appeared adverse to Hartwell & Brashear PLLC in any litigation, arbitration, administrative proceeding, or transactional matter.

Individual searches for Claudia Hartwell and Jordan Brashear returned no hits in the system in any capacity — neither as clients, adverse parties, witnesses, nor interested persons. No current or former C&H attorney has been identified as having a prior professional relationship with either Ms. Hartwell or Mr. Brashear that would create a conflict or the appearance of impropriety.

Result: Clear — No Conflict.

F. Pennfield & Daye LLP

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Pennfield & Daye LLP by Calderwood & Harkness LLP. No matters were identified in which Pennfield & Daye appeared as an adverse party, co-counsel, or interested entity in any C&H engagement.

It is noted for context that Pennfield & Daye LLP served as SLG's prior employment counsel and drafted the original Independent Contractor Operating Agreement template in 2018. Pennfield & Daye also provided advice to SLG regarding its independent contractor classification structure. Pennfield & Daye is not adverse to SLG in this litigation, and no conflict arises from the firm's role as a third-party source of potentially privileged documents and communications. To the extent that the work product or advice provided by Pennfield & Daye becomes relevant to the litigation — for example, in connection with SLG's assertion of the good-faith defense under 29 U.S.C. § 259 or the defense of reliance on counsel — the relationship between SLG and Pennfield & Daye does not create any conflict for C&H.

Result: Clear — No Conflict.

G. Broadleaf Insurance Company

A comprehensive search of the Firm's conflict management database returned no results indicating any current representation of Broadleaf Insurance Company by Calderwood & Harkness LLP. No adverse representations against Broadleaf Insurance Company are currently active.

One historical matter was identified. In 2019, C&H represented a different insured party (not SLG or any entity related to SLG) in a coverage dispute with Broadleaf Insurance Company arising under a commercial general liability policy. That matter was assigned internal Matter No. 1012-00004 and was fully resolved through a confidential settlement agreement executed on March 12, 2020. The matter was formally closed in the Firm's system on April 1, 2020. The subject matter of the 2019 coverage dispute involved commercial property damage claims and bore no factual or legal relationship to the employment practices liability insurance context at issue in the present matter.

In the proposed engagement, C&H will represent SLG — the insured party — and not Broadleaf Insurance Company. Broadleaf's role in the matter is that of SLG's EPLI carrier under Policy No. BIC-EPL-2024-07831. Broadleaf has acknowledged receipt of SLG's notice of claim and has issued a reservation of rights letter. Because C&H has no current attorney-client relationship with Broadleaf, no current duty of loyalty is owed to Broadleaf. The prior adverse representation in the 2019 coverage dispute is closed, and the confidential information obtained during that prior matter is unrelated to the present EPLI coverage context. Accordingly, neither a current conflict under Rule 1.7 nor a successive conflict under Rule 1.9 is implicated.

However, this historical matter is flagged for Bernard Crawford's awareness. If Broadleaf's reservation of rights escalates into an active coverage dispute between SLG and Broadleaf — for example, if Broadleaf denies coverage or seeks to limit its defense obligation — a supplemental conflict check should be conducted at that time to evaluate whether C&H can simultaneously represent SLG in the underlying FLSA action and in coverage litigation against Broadleaf, given the Firm's prior adverse engagement against Broadleaf.

Result: Clear — No Conflict. (Informational flag noted; see Section VII.)

H. Corbin Risk Advisors LLC / Dr. Priya Ramanathan

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Corbin Risk Advisors LLC as a client of Calderwood & Harkness LLP. Similarly, no current or prior representation of Dr. Priya Ramanathan in an individual capacity was identified. Corbin Risk has not appeared in the Firm's records as an adverse party, interested person, or litigation opponent.

The search did identify that Corbin Risk Advisors LLC, and specifically Dr. Priya Ramanathan, has served as a retained testifying expert in two prior C&H matters. In the first instance (Matter No. 1012-00004), Dr. Ramanathan provided expert economic analysis and testimony in a wage-and-hour class action in which C&H represented the defendant employer. In the second instance (Matter No. 1012-00004), Dr. Ramanathan provided damages modeling in an FLSA collective action defense engagement. In both cases, Dr. Ramanathan was engaged as a consulting and testifying expert retained by the Firm on behalf of the respective client; she was not a client of C&H. No conflict arises from these prior expert engagements. The retention of Corbin Risk and Dr. Ramanathan in the present matter would be consistent with the Firm's prior practice and would not create any adverse relationship or duty of loyalty concern.

Result: Clear — No Conflict.

I. Meridian National Bank

A comprehensive search of the Firm's conflict management database returned no results indicating any current representation of Meridian National Bank by Calderwood & Harkness LLP. No adverse representations against Meridian National Bank are currently active, and no historical matters involving Meridian as a client, adverse party, or interested entity were identified within the past ten years.

Meridian National Bank is SLG's primary lender under a senior secured credit facility. The proposed representation of SLG in the defense of the FLSA collective action does not directly implicate Meridian's interests as a lender. While the financial exposure arising from the collective action could theoretically affect SLG's financial condition and, by extension, its compliance with covenants under the credit facility, this potential downstream effect does not create a conflict of interest for C&H. C&H does not owe Meridian any duty of loyalty or confidentiality, and the Firm's representation of SLG in the employment matter does not place C&H in a position adverse to Meridian.

Result: Clear — No Conflict.

J. Whitmore & Solano CPAs LLP

A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Whitmore & Solano CPAs LLP by Calderwood & Harkness LLP. No matters were identified in which Whitmore & Solano appeared as an adverse party, co-advisor, or interested entity. The Firm has no attorney-client relationship, current or former, with Whitmore & Solano.

Result: Clear — No Conflict.

K. Judicial Officers

Searches were conducted for the Hon. Rebecca Chen, United States District Judge, and the Hon. Timothy Farrell, United States Magistrate Judge, both of the Northern District of Texas, Dallas Division, who have been identified as the anticipated presiding and referral judicial officers, respectively.

No personal, familial, financial, or professional connections between either judicial officer and any member of the proposed C&H engagement team (Bernard Crawford, Renata Vasquez, James Underwood, Devon Archer, or Lisa Cheng) were identified. No member of the engagement team has a spousal, familial, or close personal relationship with either judge or with any member of their chambers staff, to the knowledge of the undersigned based on inquiry of the engagement team members.

Standard judicial disclosure review procedures will be conducted upon confirmation of case assignment and entry of the initial scheduling order. If either judicial officer recuses or if the case is reassigned to a different judge, a supplemental judicial conflict check will be performed at that time.

Result: Clear — No Conflict.

VI. Lateral Hire and Of-Counsel Check

In accordance with the Firm's conflict policies regarding lateral attorneys and of-counsel arrangements, the undersigned confirmed that no member of the proposed engagement team has any prior representation of, personal connection to, or professional relationship with Marcus Delano, Hartwell & Brashear PLLC, Claudia Hartwell, Jordan Brashear, or any other adverse party identified in this memorandum.

Specifically, the following confirmations were obtained:

• Bernard Crawford joined Calderwood & Harkness LLP in 2012 from a national labor and employment practice. His portability records, which were imported into the Firm's conflict system upon his lateral hire, contain no references to any entity, individual, or matter involving any party searched in connection with this engagement.

• Renata Vasquez has been with Calderwood & Harkness LLP since 2015. Her portability records contain no references to any entity, individual, or matter involving any party searched in connection with this engagement.

• James Underwood joined Calderwood & Harkness LLP in 2020. His portability records contain no references to any entity, individual, or matter involving any party searched in connection with this engagement.

• Devon Archer joined Calderwood & Harkness LLP in 2022 as a first-year associate and has no prior firm affiliations requiring portability review.

• Lisa Cheng has served as a paralegal in the Labor & Employment Practice Group since 2019 and has no prior firm affiliations or client relationships implicating any party searched in this conflict check.

No lateral attorney currently at the Firm was identified as having portability restrictions, ethical screens, or prior engagement limitations involving any entity or individual searched in connection with this engagement.

Result: Clear — No Conflict.

VII. Conclusion and Clearance

Based on the comprehensive conflict of interest search described in this memorandum, encompassing all parties, affiliates, adverse parties, adverse counsel, related third parties, judicial officers, and engagement team members identified in Sections III through VI above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed representation of Stonefield Logistics Group Inc. in the defense of the FLSA collective action and related Texas state law claims anticipated to be captioned *Delano v. Stonefield Logistics Group Inc.*

The search results confirm that:

(a) C&H has no current or former attorney-client relationship with any adverse party, including the named plaintiff Marcus Delano, proposed collective members, or opposing counsel Hartwell & Brashear PLLC;

(b) C&H has no current or former attorney-client relationship with the prospective client, Stonefield Logistics Group Inc., or its majority equity sponsor, Ridgepoint Capital Partners Fund III, LP, that would create a successive conflict or duty of confidentiality inconsistent with the proposed engagement;

(c) No member of the proposed engagement team has any personal, familial, financial, or professional connection to any adverse party, judicial officer, or other interested person that would require disclosure, screening, or recusal; and

(d) No lateral hire portability restrictions or ethical screens are implicated.

Informational Flag. One matter is flagged for informational purposes. The Firm previously represented a different insured party in a 2019 coverage dispute adverse to Broadleaf Insurance Company (Matter No. 1012-00004), which was fully resolved and closed in 2020. Broadleaf Insurance Company is SLG's current EPLI carrier under Policy No. BIC-EPL-2024-07831 and has issued a reservation of rights letter dated April 19, 2025. At this time, no conflict exists because (i) the prior adverse matter is closed, (ii) the subject matter of the prior representation is wholly unrelated to the present EPLI context, and (iii) C&H owes no current duty of loyalty to Broadleaf. However, if a coverage dispute arises between SLG and Broadleaf — for example, if Broadleaf denies coverage, refuses to fund defense costs above the SIR, or seeks declaratory relief regarding its coverage obligations — a supplemental conflict check should be conducted at that time to evaluate whether C&H can represent SLG in both the underlying FLSA action and in coverage litigation against Broadleaf.

Additionally, as individual opt-in plaintiffs are identified during the course of the FLSA collective action, supplemental conflict checks should be run on each identified individual to ensure that no conflicts arise from any prior C&H representation of opt-in collective members.

This matter is cleared for engagement, subject to the informational flag noted above and the standard requirement that supplemental conflict checks be conducted as new parties, witnesses, or interested entities are identified during the course of the representation.

VIII. Approval

Prepared by:

________________________________________

Lisa Cheng Paralegal, Labor & Employment Calderwood & Harkness LLP

Date: April 29, 2025

Reviewed and Approved by:

________________________________________

Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP

Date: April 29, 2025

Entered into Conflict System: Date and matter number to be inserted upon engagement letter execution.

IX. Attachments

The following documents are attached to this memorandum and incorporated herein by reference:

Attachment A: Conflict Search Report printout (system-generated from Ridgeway Health IT, Version 7.6), dated April 29, 2025, reflecting all search queries run and results returned for each party and entity identified in Section III of this memorandum.

Attachment B: List of all search terms and entity variations used in the conflict search, including all abbreviations, trade names, alternate spellings, and fuzzy-match parameters employed, organized by party category (Client and Client Affiliates; Adverse Parties; Adverse Counsel; Related Third Parties and Other Interested Entities; Judicial Officers).

Attachment C: Historical matter summary for the closed 2019 coverage dispute involving Broadleaf Insurance Company (Matter No. 1012-00004), including a description of the matter, the parties involved, the date of resolution, the date of file closure, and an assessment of the relevance (or lack thereof) to the proposed SLG engagement.

This memorandum is privileged and confidential attorney work product prepared in connection with the Firm's professional responsibility obligations. It is intended solely for the use of the addressee and authorized Firm personnel involved in the conflict clearance process. Distribution outside of the Firm is not authorized without the express written consent of the Responsible Partner.

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Bernard Crawford, Responsible Partner, Labor & Employment
FROM: Lisa Cheng, Paralegal, Labor & Employment
DATE: April 29, 2025
RE: Conflict of Interest Check — Proposed Representation of Stonefield Logistics Group Inc. in Delano v. Stonefield Logistics Group Inc., anticipated FLSA collective action, U.S. District Court for the Northern District of Texas, Dallas Division
New Matter No.: To be assigned upon clearance
I. Purpose
This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Stonefield Logistics Group Inc. ("SLG" or "Stonefield") in the defense of a Fair Labor Standards Act ("FLSA") collective action and related Texas state law claims filed, or anticipated to be filed, by Marcus Delano. The conflict check was performed in accordance with the Firm's Conflict of Interest Policies and Procedures Manual (Rev. January 2025), Rule 1.7 and Rule 1.9 of the Texas Disciplinary Rules of Professional Conduct, and the corresponding provisions of the ABA Model Rules of Professional Conduct, to ensure that the proposed representation does not present any actual, potential, or positional conflict of interest that would require informed consent, screening, or declination of the engagement.
The conflict check was initiated on April 28, 2025, following a request from Bernard Crawford (Responsible Partner, Labor & Employment Practice Group), after initial contact from Margaret Hollis, General Counsel of Stonefield Logistics Group Inc., and Nathan Okonkwo, Managing Director of Ridgepoint Capital Management LLC, the management entity of SLG's majority private equity sponsor. Mr. Crawford's request was submitted through the Firm's electronic conflict intake portal (Intake Request No. CIR-1006-00008) and was processed on an expedited basis due to the anticipated filing date of the underlying complaint.
The proposed engagement team for this matter consists of the following individuals:
•  Bernard Crawford — Responsible Partner, Labor & Employment
•  Renata Vasquez — Billing Partner, Labor & Employment
•  James Underwood — Lead Associate, Labor & Employment
•  Devon Archer — Working Associate, Labor & Employment
•  Lisa Cheng — Paralegal, Labor & Employment
This memorandum sets forth the nature and scope of the proposed matter, identifies all parties and related entities searched, describes the search methodology employed, presents the detailed results of the conflict search, and provides a recommendation regarding clearance of the matter for engagement.
II. Matter Description
Nature of Matter. The proposed representation involves the defense of Stonefield Logistics Group Inc. in an FLSA collective action and related state law claims arising under the Texas Payday Law (Tex. Lab. Code §§ 61.001–61.095). The claims allege that SLG has systematically misclassified delivery drivers as independent contractors rather than employees, thereby denying those drivers the protections afforded by the FLSA — including, without limitation, the federal minimum wage, overtime compensation for hours worked in excess of forty (40) per workweek, and accurate recordkeeping — as well as the wage payment protections of the Texas Payday Law. The named plaintiff, Marcus Delano, seeks to prosecute the FLSA claims on a collective basis pursuant to 29 U.S.C. § 216(b) on behalf of himself and all similarly situated current and former delivery drivers who signed Independent Contractor Operating Agreements ("ICOAs") with SLG during the relevant statutory period. The anticipated class or collective period extends from April 30, 2022 to the present, capturing the applicable two-year (or, in the case of willful violations, three-year) statute of limitations under the FLSA.
Case Caption (Anticipated). Marcus Delano, individually and on behalf of all others similarly situated, v. Stonefield Logistics Group Inc., Civil Action No. to be assigned; complaint filed or anticipated to be filed on or about April 30, 2025, in the United States District Court for the Northern District of Texas, Dallas Division.
Client. Stonefield Logistics Group Inc. is a Delaware-incorporated, Texas-headquartered transportation and logistics company specializing in last-mile delivery, regional freight, and white-glove delivery services. The company operates distribution hubs across Texas, Oklahoma, Louisiana, Arkansas, and Missouri, and employs or engages approximately 2,400 individuals across its operations, including approximately 1,187 delivery drivers classified as independent contractors. SLG's principal place of business and corporate headquarters is located at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039. Its Employer Identification Number is 82-4731956; its Delaware Charter Number is 6247183; and its Texas Secretary of State Filing Number is 0803127465. Since July 2019, a 72% equity stake in SLG has been held by Ridgepoint Capital Partners Fund III, LP, a private equity fund managed by Ridgepoint Capital Management LLC, which acquired the stake for approximately $285 million. The remaining 28% equity is held by SLG's founder, senior management, and other minority investors.
Named Plaintiff / Adverse Party. Marcus Delano is an individual residing at 3417 Calmont Avenue, Fort Worth, Texas 76107. Mr. Delano served as a delivery driver at SLG's Fort Worth distribution hub, designated internally as "HUB-01," located at 1015 Railhead Parkway, Fort Worth, Texas 76106. He performed delivery services for SLG from approximately March 2021 through September 2024, at which time his ICOA was either terminated or not renewed. According to preliminary information provided by SLG's General Counsel, Mr. Delano's claims center on allegations that SLG exercised sufficient control over his work schedule, routes, equipment usage, and customer interactions to establish an employment relationship, notwithstanding the terms of his ICOA designating him as an independent contractor. Mr. Delano is represented by Hartwell & Brashear PLLC, a Dallas-based plaintiff-side employment litigation boutique.
III. Parties and Related Entities Searched
The following parties, entities, individuals, and related persons were identified as requiring inclusion in the conflict search based on the information provided in the engagement intake materials, the pre-engagement telephone conference between Bernard Crawford and SLG's General Counsel, and publicly available information. Each entry below was searched through the Firm's conflict management system, as further described in Section IV of this memorandum.
A. Client and Client Affiliates
1.  Stonefield Logistics Group Inc. — The prospective client. Delaware corporation; principal place of business and corporate headquarters at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039. EIN: 82-4731956. Delaware Charter No.: 6247183. Texas SOS Filing No.: 0803127465.
2.  Ridgepoint Capital Partners Fund III, LP — Delaware limited partnership; private equity fund holding a 72% equity stake in SLG since July 2019; acquisition price approximately $285 million. EIN: 37-8194220. Principal office address: 225 W. Wacker Drive, Suite 2400, Chicago, Illinois 60606. Searched as an affiliated entity of the prospective client due to its majority ownership interest and potential involvement in the governance and operational decisions at issue in the underlying litigation.
3.  Ridgepoint Capital Management LLC — Delaware limited liability company; general partner and management entity of Ridgepoint Capital Partners Fund III, LP. Principal office address: 225 W. Wacker Drive, Suite 2400, Chicago, Illinois 60606. Searched as an affiliated entity due to its management role and because its Managing Director, Nathan Okonkwo, initiated client contact with the Firm.
4.  Nathan Okonkwo — Managing Director, Ridgepoint Capital Management LLC; serves as a board observer for Stonefield Logistics Group Inc. Mr. Okonkwo participated in the initial engagement discussion and may be involved in providing strategic direction and litigation oversight on behalf of the private equity sponsor.
5.  Gerald Wynn — Chief Executive Officer, Stonefield Logistics Group Inc. Searched as a key officer of the prospective client and as a potential fact witness in the underlying litigation regarding SLG's business model, contractor classification decisions, and corporate governance.
6.  Margaret Hollis — General Counsel, Stonefield Logistics Group Inc. Searched as a key officer of the prospective client and as the individual responsible for directing outside counsel in this matter. Ms. Hollis is expected to serve as the primary client contact for the engagement.
7.  Aaron Turcotte — Chief People Officer, Stonefield Logistics Group Inc. Searched as a key officer with direct oversight of SLG's human resources and workforce classification policies, which are central to the claims at issue.
8.  Trevor Sandoval — Vice President of Operations, Stonefield Logistics Group Inc. Searched as a senior officer with operational authority over SLG's delivery network, driver management, route assignments, and hub operations, all of which are relevant to the misclassification analysis.
9.  Karen Lund — Director of Driver Relations, Stonefield Logistics Group Inc. Searched as a key employee responsible for managing the relationship between SLG and its delivery drivers, including the administration of ICOAs and the implementation of driver policies and procedures.
10.  Dennis Faulkner — Hub Manager, Fort Worth (HUB-01), Stonefield Logistics Group Inc. Searched as a key employee who directly supervised or managed operations at the distribution hub where the named plaintiff performed delivery services and who may possess material knowledge regarding the day-to-day working conditions and degree of control exercised over drivers at that location.
B. Adverse Parties
1.  Marcus Delano — Named Plaintiff; individual; residing at 3417 Calmont Avenue, Fort Worth, Texas 76107. Former delivery driver at SLG's Fort Worth distribution hub (HUB-01). Performed delivery services under an ICOA from approximately March 2021 through September 2024.
2.  Proposed collective members — The anticipated collective action will seek conditional certification on behalf of approximately 1,187 current and former delivery drivers who signed Independent Contractor Operating Agreements with SLG from April 30, 2022 to the present. The identities of the individual proposed collective members (opt-in plaintiffs) are not yet known and have not been disclosed in any filing or demand letter. At this stage, searches were conducted on general terms relating to the delivery driver population at SLG and on the named plaintiff specifically. Supplemental conflict checks will be conducted as individual opt-in plaintiffs are identified during the course of the litigation.
C. Adverse Counsel
1.  Hartwell & Brashear PLLC — Texas professional limited liability company; plaintiff-side employment litigation boutique. Principal office address: 500 N. Akard Street, Suite 1750, Dallas, Texas 75201. The firm has been identified as lead counsel for the named plaintiff, Marcus Delano, based on the pre-suit demand letter received by SLG's General Counsel on April 15, 2025.
2.  Claudia Hartwell — Partner, Hartwell & Brashear PLLC; Lead Counsel for Plaintiff. Ms. Hartwell is identified as the signatory on the pre-suit demand letter and is expected to serve as lead trial counsel for the plaintiff collective.
3.  Jordan Brashear — Partner, Hartwell & Brashear PLLC. Mr. Brashear is a named partner of the opposing firm and has been included in the search as a matter of standard procedure.
D. Related Third Parties and Other Interested Entities
1.  Pennfield & Daye LLP — Fort Worth-based employment law firm; principal office address: 801 Cherry Street, Suite 1400, Fort Worth, Texas 76102. Pennfield & Daye served as prior employment counsel to SLG. The firm drafted the original Independent Contractor Operating Agreement template in 2018 and advised SLG on independent contractor classification issues at the time the ICOA program was implemented. Pennfield & Daye is not litigation counsel in this matter and has not been engaged by SLG to participate in the defense. However, the firm is a source of potentially relevant privileged communications regarding the design and legal basis of SLG's contractor classification structure, and it is possible that SLG's privilege assertions will be tested during discovery.
2.  Broadleaf Insurance Company — Connecticut stock insurance company; SLG's Employment Practices Liability Insurance ("EPLI") carrier. Policy No.: BIC-EPL-2024-07831. Policy period: January 1, 2025 through January 1, 2026. Self-insured retention ("SIR"): $2,000,000. Aggregate limit: $10,000,000. Principal office address: 100 Constitution Plaza, Hartford, Connecticut 06103. Broadleaf has acknowledged receipt of SLG's notice of claim and has issued a reservation of rights letter dated April 19, 2025, reserving its position on coverage for certain categories of damages and defense costs.
3.  Corbin Risk Advisors LLC — Virginia limited liability company; litigation consulting and expert economics firm. Principal office address: 1901 N. Moore Street, Suite 1020, Arlington, Virginia 22209. Corbin Risk is being considered for retention as an economic and damages consulting expert in connection with the defense of the collective action, including analysis of potential damages exposure, statistical sampling methodologies, and economic modeling of SLG's contractor compensation structure.
4.  Dr. Priya Ramanathan — Lead Consultant and Expert Economist, Corbin Risk Advisors LLC. Dr. Ramanathan has been identified as the specific consultant who would lead the expert engagement on behalf of SLG if Corbin Risk is retained. She holds a Ph.D. in Labor Economics from the University of Chicago and has testified as an expert in approximately seventeen FLSA and state wage-and-hour matters.
5.  Meridian National Bank — SLG's primary lender under a senior secured credit facility. Principal office address: 1700 Pacific Avenue, Suite 500, Dallas, Texas 75201. Meridian is included in the search because the outcome of the collective action, particularly if a large judgment or settlement is entered, could implicate financial covenants, reporting obligations, or material adverse change provisions under SLG's credit agreement with Meridian.
6.  Whitmore & Solano CPAs LLP — SLG's external auditing firm. Principal office address: 8350 N. Central Expressway, Suite 600, Dallas, Texas 75206. Whitmore & Solano is included in the search because the firm may possess relevant financial records, audit workpapers, or tax-related documents pertaining to SLG's classification and payment of delivery drivers as independent contractors.
E. Court / Judicial Officers
1.  Hon. Rebecca Chen — United States District Judge, Northern District of Texas, Dallas Division. Judge Chen has been identified as the anticipated presiding judge based on the Dallas Division's case assignment practices and information received from plaintiff's counsel during pre-suit communications. Assignment will be confirmed upon filing of the complaint.
2.  Hon. Timothy Farrell — United States Magistrate Judge, Northern District of Texas, Dallas Division. Judge Farrell has been identified as the anticipated referral magistrate for pretrial proceedings. Assignment will be confirmed upon filing of the complaint and entry of a referral order.
IV. Search Methodology
The conflict of interest searches described in this memorandum were conducted on April 28 and April 29, 2025, using Calderwood & Harkness LLP's firm-wide conflict management database (Ridgeway Health IT, Version 7.6, as deployed and maintained by the Firm's General Counsel and Information Technology departments). The database contains records of all current and former client representations, adverse parties, related entities, and interested persons for all matters opened or active at any time during the Firm's operational history, as well as lateral hire portability and prior representation data imported during the onboarding of lateral attorneys.
All names, entities, and known aliases or abbreviations listed in Section III above were entered into the conflict management system using both exact-match and fuzzy-match search protocols. The following additional searches were performed to ensure comprehensive coverage:
(a) Variations and abbreviations. Each entity name was searched using reasonably foreseeable abbreviations, trade names, and stylistic variations. Examples include, without limitation: "SLG," "Stonefield," "Stonefield Logistics," "Stonefield Logistics Group," "Ridgepoint Capital," "Ridgepoint," "Ridgepoint Fund III," "RCP Fund III," "Ridgepoint Capital Partners," "Hartwell Brashear," "H&B," "Pennfield Daye," "Broadleaf Insurance," "Broadleaf Ins.," "Corbin Risk," "Meridian Bank," "Meridian National," "Whitmore Solano," and similar variants for each entity listed above.
(b) Officers, directors, and key employees. All known officers, directors, and key employees of Stonefield Logistics Group Inc. were searched individually by name, including reasonable spelling variations and common shortened forms (e.g., "Gerry Wynn," "G. Wynn," "Meg Hollis," "M. Hollis," etc.).
(c) Partners of adverse counsel. All known partners of Hartwell & Brashear PLLC were searched individually.
(d) Cross-reference searches. The Firm's current and historical client/matter index, adverse-party index, and lateral hire portability records were cross-checked to identify any prior representations of, or adverse to, any party, entity, or individual listed in Section III. The search encompassed matters opened or closed within the past ten (10) years, consistent with the Firm's conflict retention policy.
In addition to the database searches, the undersigned reviewed publicly available information regarding the parties and entities identified above, including Texas Secretary of State business filings, Delaware Division of Corporations records, and the Northern District of Texas PACER system, to confirm the identity and organizational structure of the relevant parties and to identify any additional entities or individuals warranting inclusion in the search.
The results of the conflict search are detailed in Section V below.
V. Results of Conflict Search
A. Stonefield Logistics Group Inc.
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Stonefield Logistics Group Inc. by Calderwood & Harkness LLP. Additionally, no matters were identified in which SLG appeared as an adverse party, co-party, interested person, or third-party witness in any current or historical C&H engagement. The Firm has no existing attorney-client relationship with SLG, and no former representation of SLG was identified that could give rise to a successive conflict under Rule 1.9.
Result: Clear — No Conflict.
B. Ridgepoint Capital Partners Fund III, LP / Ridgepoint Capital Management LLC
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Ridgepoint Capital Partners Fund III, LP. Similarly, no current or prior representation of Ridgepoint Capital Management LLC was identified. The Firm has not previously acted for or against any Ridgepoint Capital entity, including any known Ridgepoint portfolio company, in any transactional, advisory, or litigation capacity.
A search for Nathan Okonkwo, Managing Director of Ridgepoint Capital Management LLC and board observer for SLG, returned no results indicating any prior representation of Mr. Okonkwo in an individual capacity, nor any adverse involvement in any pending or closed C&H matter.
No conflicts or potential conflicts arise from the Firm's relationship (or lack thereof) with the Ridgepoint entities or their personnel.
Result: Clear — No Conflict.
C. SLG Officers and Key Employees
Individual searches were conducted for each of the following officers and key employees of Stonefield Logistics Group Inc.:
•  Gerald Wynn, Chief Executive Officer
•  Margaret Hollis, General Counsel
•  Aaron Turcotte, Chief People Officer
•  Trevor Sandoval, Vice President of Operations
•  Karen Lund, Director of Driver Relations
•  Dennis Faulkner, Hub Manager, Fort Worth (HUB-01)
None of the above individuals returned any hits in the Firm's conflict management database as current or former clients, adverse parties, witnesses, or interested persons in any pending or closed matter handled by Calderwood & Harkness LLP. No personal, familial, or professional connections between any of these individuals and any current C&H attorney or staff member were identified.
Result: Clear — No Conflict.
D. Marcus Delano (Named Plaintiff)
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Marcus Delano by Calderwood & Harkness LLP. No matters were identified in which Mr. Delano appeared as a party, witness, interested person, or participant in any capacity. The Firm has no existing or former attorney-client relationship with Mr. Delano, and no duties of loyalty or confidentiality are owed to him.
Result: Clear — No Conflict.
E. Hartwell & Brashear PLLC / Claudia Hartwell / Jordan Brashear
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Hartwell & Brashear PLLC or any of its partners by Calderwood & Harkness LLP. The Firm has not previously appeared adverse to Hartwell & Brashear PLLC in any litigation, arbitration, administrative proceeding, or transactional matter.
Individual searches for Claudia Hartwell and Jordan Brashear returned no hits in the system in any capacity — neither as clients, adverse parties, witnesses, nor interested persons. No current or former C&H attorney has been identified as having a prior professional relationship with either Ms. Hartwell or Mr. Brashear that would create a conflict or the appearance of impropriety.
Result: Clear — No Conflict.
F. Pennfield & Daye LLP
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Pennfield & Daye LLP by Calderwood & Harkness LLP. No matters were identified in which Pennfield & Daye appeared as an adverse party, co-counsel, or interested entity in any C&H engagement.
It is noted for context that Pennfield & Daye LLP served as SLG's prior employment counsel and drafted the original Independent Contractor Operating Agreement template in 2018. Pennfield & Daye also provided advice to SLG regarding its independent contractor classification structure. Pennfield & Daye is not adverse to SLG in this litigation, and no conflict arises from the firm's role as a third-party source of potentially privileged documents and communications. To the extent that the work product or advice provided by Pennfield & Daye becomes relevant to the litigation — for example, in connection with SLG's assertion of the good-faith defense under 29 U.S.C. § 259 or the defense of reliance on counsel — the relationship between SLG and Pennfield & Daye does not create any conflict for C&H.
Result: Clear — No Conflict.
G. Broadleaf Insurance Company
A comprehensive search of the Firm's conflict management database returned no results indicating any current representation of Broadleaf Insurance Company by Calderwood & Harkness LLP. No adverse representations against Broadleaf Insurance Company are currently active.
One historical matter was identified. In 2019, C&H represented a different insured party (not SLG or any entity related to SLG) in a coverage dispute with Broadleaf Insurance Company arising under a commercial general liability policy. That matter was assigned internal Matter No. 1012-00004 and was fully resolved through a confidential settlement agreement executed on March 12, 2020. The matter was formally closed in the Firm's system on April 1, 2020. The subject matter of the 2019 coverage dispute involved commercial property damage claims and bore no factual or legal relationship to the employment practices liability insurance context at issue in the present matter.
In the proposed engagement, C&H will represent SLG — the insured party — and not Broadleaf Insurance Company. Broadleaf's role in the matter is that of SLG's EPLI carrier under Policy No. BIC-EPL-2024-07831. Broadleaf has acknowledged receipt of SLG's notice of claim and has issued a reservation of rights letter. Because C&H has no current attorney-client relationship with Broadleaf, no current duty of loyalty is owed to Broadleaf. The prior adverse representation in the 2019 coverage dispute is closed, and the confidential information obtained during that prior matter is unrelated to the present EPLI coverage context. Accordingly, neither a current conflict under Rule 1.7 nor a successive conflict under Rule 1.9 is implicated.
However, this historical matter is flagged for Bernard Crawford's awareness. If Broadleaf's reservation of rights escalates into an active coverage dispute between SLG and Broadleaf — for example, if Broadleaf denies coverage or seeks to limit its defense obligation — a supplemental conflict check should be conducted at that time to evaluate whether C&H can simultaneously represent SLG in the underlying FLSA action and in coverage litigation against Broadleaf, given the Firm's prior adverse engagement against Broadleaf.
Result: Clear — No Conflict. (Informational flag noted; see Section VII.)
H. Corbin Risk Advisors LLC / Dr. Priya Ramanathan
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Corbin Risk Advisors LLC as a client of Calderwood & Harkness LLP. Similarly, no current or prior representation of Dr. Priya Ramanathan in an individual capacity was identified. Corbin Risk has not appeared in the Firm's records as an adverse party, interested person, or litigation opponent.
The search did identify that Corbin Risk Advisors LLC, and specifically Dr. Priya Ramanathan, has served as a retained testifying expert in two prior C&H matters. In the first instance (Matter No. 1012-00004), Dr. Ramanathan provided expert economic analysis and testimony in a wage-and-hour class action in which C&H represented the defendant employer. In the second instance (Matter No. 1012-00004), Dr. Ramanathan provided damages modeling in an FLSA collective action defense engagement. In both cases, Dr. Ramanathan was engaged as a consulting and testifying expert retained by the Firm on behalf of the respective client; she was not a client of C&H. No conflict arises from these prior expert engagements. The retention of Corbin Risk and Dr. Ramanathan in the present matter would be consistent with the Firm's prior practice and would not create any adverse relationship or duty of loyalty concern.
Result: Clear — No Conflict.
I. Meridian National Bank
A comprehensive search of the Firm's conflict management database returned no results indicating any current representation of Meridian National Bank by Calderwood & Harkness LLP. No adverse representations against Meridian National Bank are currently active, and no historical matters involving Meridian as a client, adverse party, or interested entity were identified within the past ten years.
Meridian National Bank is SLG's primary lender under a senior secured credit facility. The proposed representation of SLG in the defense of the FLSA collective action does not directly implicate Meridian's interests as a lender. While the financial exposure arising from the collective action could theoretically affect SLG's financial condition and, by extension, its compliance with covenants under the credit facility, this potential downstream effect does not create a conflict of interest for C&H. C&H does not owe Meridian any duty of loyalty or confidentiality, and the Firm's representation of SLG in the employment matter does not place C&H in a position adverse to Meridian.
Result: Clear — No Conflict.
J. Whitmore & Solano CPAs LLP
A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Whitmore & Solano CPAs LLP by Calderwood & Harkness LLP. No matters were identified in which Whitmore & Solano appeared as an adverse party, co-advisor, or interested entity. The Firm has no attorney-client relationship, current or former, with Whitmore & Solano.
Result: Clear — No Conflict.
K. Judicial Officers
Searches were conducted for the Hon. Rebecca Chen, United States District Judge, and the Hon. Timothy Farrell, United States Magistrate Judge, both of the Northern District of Texas, Dallas Division, who have been identified as the anticipated presiding and referral judicial officers, respectively.
No personal, familial, financial, or professional connections between either judicial officer and any member of the proposed C&H engagement team (Bernard Crawford, Renata Vasquez, James Underwood, Devon Archer, or Lisa Cheng) were identified. No member of the engagement team has a spousal, familial, or close personal relationship with either judge or with any member of their chambers staff, to the knowledge of the undersigned based on inquiry of the engagement team members.
Standard judicial disclosure review procedures will be conducted upon confirmation of case assignment and entry of the initial scheduling order. If either judicial officer recuses or if the case is reassigned to a different judge, a supplemental judicial conflict check will be performed at that time.
Result: Clear — No Conflict.
VI. Lateral Hire and Of-Counsel Check
In accordance with the Firm's conflict policies regarding lateral attorneys and of-counsel arrangements, the undersigned confirmed that no member of the proposed engagement team has any prior representation of, personal connection to, or professional relationship with Marcus Delano, Hartwell & Brashear PLLC, Claudia Hartwell, Jordan Brashear, or any other adverse party identified in this memorandum.
Specifically, the following confirmations were obtained:
•  Bernard Crawford joined Calderwood & Harkness LLP in 2012 from a national labor and employment practice. His portability records, which were imported into the Firm's conflict system upon his lateral hire, contain no references to any entity, individual, or matter involving any party searched in connection with this engagement.
•  Renata Vasquez has been with Calderwood & Harkness LLP since 2015. Her portability records contain no references to any entity, individual, or matter involving any party searched in connection with this engagement.
•  James Underwood joined Calderwood & Harkness LLP in 2020. His portability records contain no references to any entity, individual, or matter involving any party searched in connection with this engagement.
•  Devon Archer joined Calderwood & Harkness LLP in 2022 as a first-year associate and has no prior firm affiliations requiring portability review.
•  Lisa Cheng has served as a paralegal in the Labor & Employment Practice Group since 2019 and has no prior firm affiliations or client relationships implicating any party searched in this conflict check.
No lateral attorney currently at the Firm was identified as having portability restrictions, ethical screens, or prior engagement limitations involving any entity or individual searched in connection with this engagement.
Result: Clear — No Conflict.
VII. Conclusion and Clearance
Based on the comprehensive conflict of interest search described in this memorandum, encompassing all parties, affiliates, adverse parties, adverse counsel, related third parties, judicial officers, and engagement team members identified in Sections III through VI above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed representation of Stonefield Logistics Group Inc. in the defense of the FLSA collective action and related Texas state law claims anticipated to be captioned *Delano v. Stonefield Logistics Group Inc.*
The search results confirm that:
(a) C&H has no current or former attorney-client relationship with any adverse party, including the named plaintiff Marcus Delano, proposed collective members, or opposing counsel Hartwell & Brashear PLLC;
(b) C&H has no current or former attorney-client relationship with the prospective client, Stonefield Logistics Group Inc., or its majority equity sponsor, Ridgepoint Capital Partners Fund III, LP, that would create a successive conflict or duty of confidentiality inconsistent with the proposed engagement;
(c) No member of the proposed engagement team has any personal, familial, financial, or professional connection to any adverse party, judicial officer, or other interested person that would require disclosure, screening, or recusal; and
(d) No lateral hire portability restrictions or ethical screens are implicated.
Informational Flag. One matter is flagged for informational purposes. The Firm previously represented a different insured party in a 2019 coverage dispute adverse to Broadleaf Insurance Company (Matter No. 1012-00004), which was fully resolved and closed in 2020. Broadleaf Insurance Company is SLG's current EPLI carrier under Policy No. BIC-EPL-2024-07831 and has issued a reservation of rights letter dated April 19, 2025. At this time, no conflict exists because (i) the prior adverse matter is closed, (ii) the subject matter of the prior representation is wholly unrelated to the present EPLI context, and (iii) C&H owes no current duty of loyalty to Broadleaf. However, if a coverage dispute arises between SLG and Broadleaf — for example, if Broadleaf denies coverage, refuses to fund defense costs above the SIR, or seeks declaratory relief regarding its coverage obligations — a supplemental conflict check should be conducted at that time to evaluate whether C&H can represent SLG in both the underlying FLSA action and in coverage litigation against Broadleaf.
Additionally, as individual opt-in plaintiffs are identified during the course of the FLSA collective action, supplemental conflict checks should be run on each identified individual to ensure that no conflicts arise from any prior C&H representation of opt-in collective members.
This matter is cleared for engagement, subject to the informational flag noted above and the standard requirement that supplemental conflict checks be conducted as new parties, witnesses, or interested entities are identified during the course of the representation.
VIII. Approval
Prepared by:
________________________________________
Lisa Cheng Paralegal, Labor & Employment Calderwood & Harkness LLP
Date: April 29, 2025
Reviewed and Approved by:
________________________________________
Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP
Date: April 29, 2025
Entered into Conflict System: Date and matter number to be inserted upon engagement letter execution.
IX. Attachments
The following documents are attached to this memorandum and incorporated herein by reference:
Attachment A: Conflict Search Report printout (system-generated from Ridgeway Health IT, Version 7.6), dated April 29, 2025, reflecting all search queries run and results returned for each party and entity identified in Section III of this memorandum.
Attachment B: List of all search terms and entity variations used in the conflict search, including all abbreviations, trade names, alternate spellings, and fuzzy-match parameters employed, organized by party category (Client and Client Affiliates; Adverse Parties; Adverse Counsel; Related Third Parties and Other Interested Entities; Judicial Officers).
Attachment C: Historical matter summary for the closed 2019 coverage dispute involving Broadleaf Insurance Company (Matter No. 1012-00004), including a description of the matter, the parties involved, the date of resolution, the date of file closure, and an assessment of the relevance (or lack thereof) to the proposed SLG engagement.
This memorandum is privileged and confidential attorney work product prepared in connection with the Firm's professional responsibility obligations. It is intended solely for the use of the addressee and authorized Firm personnel involved in the conflict clearance process. Distribution outside of the Firm is not authorized without the express written consent of the Responsible Partner.

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