1012-00004 · Stonefield Logistics Group · Engagement & Client Communications

engagement-letter.docx DOCUMENT Finance & Banking

16 / 35 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 555-7800 Facsimile: (214) 555-7801 www.calderwoodharkness.com

April 30, 2025

Via Email and U.S. Mail

Margaret Hollis, Esq. General Counsel Stonefield Logistics Group Inc. 4200 Commerce Gateway Blvd., Suite 800 Irving, TX 75039

Re: Engagement of Calderwood & Harkness LLP — Defense of *Delano v. Stonefield Logistics Group Inc.*, Case No. 3:25-cv-01847-RBC, U.S. District Court for the Northern District of Texas, Dallas Division

Dear Ms. Hollis:

1. Purpose and Acceptance of Engagement

Calderwood & Harkness LLP is pleased to confirm its engagement by Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a Delaware corporation headquartered in Irving, Texas, to serve as defense counsel in the above-referenced matter. We appreciate the Company's confidence in our Firm, and we look forward to providing the highest caliber of legal representation throughout the course of this litigation.

This letter sets forth the terms and conditions governing the attorney-client relationship between Calderwood & Harkness LLP ("the Firm" or "C&H") and Stonefield. We ask that you review this letter carefully and, if the terms are acceptable, execute and return the enclosed copy as indicated in Section 15 below. This engagement shall be effective as of the date of this letter, April 30, 2025, which is the date on which the Complaint was filed in the United States District Court for the Northern District of Texas.

Prior to accepting this engagement, the Firm has completed a comprehensive conflicts check confirming that no conflicts of interest exist with respect to Stonefield, its affiliates, or any adverse parties in this matter. The results of that conflicts check are summarized in the Conflict Check Confirmation Memorandum enclosed with this letter for the Company's records.

2. Description of the Matter

The Firm is engaged to defend Stonefield in Delano v. Stonefield Logistics Group Inc., Case No. 3:25-cv-01847-RBC, filed on April 30, 2025, in the United States District Court for the Northern District of Texas, Dallas Division. The matter has been assigned to the Honorable Rebecca Chen, United States District Judge, with the Honorable Timothy Farrell, United States Magistrate Judge, presiding over pretrial proceedings.

The nature of the claims is as follows. The named plaintiff, Marcus Delano, a former delivery driver who operated out of Stonefield's Fort Worth distribution hub, has filed a collective action under the Fair Labor Standards Act ("FLSA"), 29 U.S.C. § 216(b), as well as claims under the Texas Payday Law, Tex. Lab. Code §§ 61.001 et seq. Plaintiff alleges that Stonefield systematically misclassified him and approximately 1,200 similarly situated drivers as independent contractors rather than employees, resulting in the denial of overtime compensation to which they were allegedly entitled under federal and state law. Plaintiff further alleges that the Company's classification practices were willful within the meaning of 29 U.S.C. § 255(a), thereby extending the applicable statute of limitations from two years to three years.

Plaintiff seeks conditional certification of a collective consisting of all current and former drivers who performed delivery services for Stonefield pursuant to an Independent Contractor Operating Agreement ("ICOA") at any of the Company's distribution hubs from April 30, 2022, through the date of final judgment. The putative collective, as defined in the Complaint, encompasses drivers at all fourteen of the Company's distribution hubs located across Texas, Oklahoma, Louisiana, and Arkansas.

Plaintiff is represented by Hartwell & Brashear PLLC, located at 500 N. Akard Street, Suite 1750, Dallas, TX 75201. Lead counsel for plaintiff is Claudia Hartwell. We are familiar with Ms. Hartwell's practice and her firm's track record in FLSA collective actions, and we have factored her litigation tendencies into our preliminary strategic assessment.

3. Scope of Engagement

The Firm's engagement encompasses all aspects of the defense of the above-captioned matter. By way of illustration and not limitation, the scope of our representation includes the following:

(a) Responsive Pleadings. Preparing and filing an Answer and Affirmative Defenses in response to the Complaint, including any amended complaints that may be filed during the course of the litigation.

(b) Conditional Certification Opposition. Opposing plaintiff's anticipated and pending motions for conditional certification of a collective action under 29 U.S.C. § 216(b), including the preparation of opposition briefs, supporting declarations from Company witnesses and operations personnel, and coordination of expert analysis.

(c) Arbitration Strategy. Analyzing the enforceability of the arbitration clause and collective action waiver contained in ICOA v3.0 (the January 2023 revision) and, if strategically advisable, filing motions to compel individual arbitration for those drivers who executed ICOA v3.0. This analysis will include an assessment of the enforceability of the arbitration provision under the Federal Arbitration Act, 9 U.S.C. §§ 1–16, applicable Fifth Circuit precedent, and any contractual defenses that may be raised by the plaintiff.

(d) discovery. Conducting and responding to all phases of discovery, including written discovery (interrogatories, requests for production, and requests for admission), depositions of fact witnesses and expert witnesses, and the review and production of electronically stored information ("ESI"). The Firm will work with the Company to develop a defensible document collection and review protocol, and will supervise the ESI review process in accordance with the Federal Rules of Civil Procedure and any applicable discovery orders entered by the Court.

(e) Expert Engagement and Coordination. Engaging and coordinating with expert consultants and witnesses, including labor economists and statistical analysts, to support the Company's defense on both the conditional certification and merits phases of the litigation.

(f) Dispositive Motions. Preparing and filing dispositive motions, including motions for summary judgment or partial summary judgment on individual claims, classification defenses, or damages issues, as warranted by the factual and legal record.

(g) Trial Preparation and Trial. Preparing for and, if necessary, conducting a trial on the merits, including preparation of trial briefs, motions in limine, witness outlines, exhibits, jury instructions (if applicable), and all other trial-related advocacy.

(h) Settlement, Mediation, and Negotiation. Conducting ongoing settlement analysis, participating in mediation or other alternative dispute resolution proceedings, and negotiating settlement terms on behalf of the Company, all subject to the Company's approval and direction.

(i) Post-Trial and Appellate Proceedings. Preparing and filing post-trial motions (including motions for judgment as a matter of law, new trial, or remittitur) and, if authorized by the Company, handling any appeal to the United States Court of Appeals for the Fifth Circuit.

(j) Insurance Coordination. Coordinating with Stonefield's Employment Practices Liability Insurance ("EPLI") carrier, Broadleaf Insurance Company, regarding coverage under Policy No. BIC-EPL-2024-07831, including submission of the formal notice of claim, review of any reservation of rights correspondence, and management of coverage-related communications, all as more fully described in Section 10 below.

Exclusions from Scope. The following matters are expressly excluded from the scope of this engagement:

(i) Representation of any individual officer, director, or employee of Stonefield in a personal capacity. Should any individual become a party or subject of a claim arising from the facts of this matter, separate engagement terms would be required.

(ii) Representation of Ridgepoint Capital Partners Fund III, LP, or Ridgepoint Capital Management LLC, in any capacity. The Firm will, however, coordinate with Ridgepoint as the Company's majority equity holder to the extent authorized by the Company and consistent with the Company's direction.

(iii) Any regulatory or governmental investigation or separate proceeding arising from or related to the same underlying facts, including but not limited to investigations by the U.S. Department of Labor, Wage and Hour Division, the Texas Workforce Commission, or any state attorney general. Should any such investigation or proceeding arise, the Firm would be pleased to discuss a separate engagement to address those matters.

The Firm further notes that Pennfield & Daye LLP, located at 801 Cherry Street, Suite 1400, Fort Worth, TX 76102, previously served as employment counsel to Stonefield, advising the Company on independent contractor classification matters and drafting the ICOA template (including the various revisions thereof). The Firm's engagement is limited to defense litigation in the above-captioned matter and does not include assuming or continuing any advisory role previously held by Pennfield & Daye LLP. The Firm will, however, work with the Company to obtain from Pennfield & Daye all relevant files, correspondence, and work product that may be pertinent to the defense of this litigation, subject to appropriate privilege protections.

4. Client Identification

The Firm's client in this engagement is Stonefield Logistics Group Inc., EIN 82-4731956, Delaware Charter No. 6247183, Texas Secretary of State Filing No. 0803127465. The Firm represents only the corporate entity and does not represent any individual officer, director, or employee of the Company in his or her personal capacity. Nor does the Firm represent Ridgepoint Capital Partners Fund III, LP (EIN 37-8194220), Ridgepoint Capital Management LLC, or any other affiliated or related entity.

The primary client contacts for purposes of this engagement shall be:

• Margaret Hollis, General Counsel, Stonefield Logistics Group Inc., who shall serve as the primary point of contact for all legal matters, strategy discussions, settlement authority, and engagement administration.

• Aaron Turcotte, Chief People Officer, Stonefield Logistics Group Inc., who shall serve as a secondary contact for operational matters, including coordination of witness interviews, document collection, human resources records, and access to distribution hub personnel.

In addition, and with the Company's consent as indicated by execution of this letter, the following individual is authorized to receive copies of substantive case updates and litigation reports:

• Nathan Okonkwo, Managing Director, Ridgepoint Capital Management LLC, 225 W. Wacker Drive, Suite 2400, Chicago, IL 60606, in his capacity as board observer of Stonefield Logistics Group Inc.

The sharing of information with Mr. Okonkwo is subject to the privilege considerations discussed in Section 9 below.

5. Staffing

The Firm has assembled a team of experienced labor and employment litigators to handle this engagement. The initial staffing plan is as follows:

Responsible Partner: Bernard Crawford, Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the partner responsible for the overall direction and strategy of the engagement. He will be the primary point of contact for senior client communications, including discussions with the Company's General Counsel and board-level reporting. Mr. Crawford has over twenty-five years of experience defending employers in FLSA collective actions and wage-and-hour litigation, including multiple matters involving the classification of independent contractors in the logistics and transportation industries.

Billing Partner: Renata Vasquez, Partner, Labor & Employment Practice Group. Ms. Vasquez will oversee billing, budgeting, and fee administration for the engagement. She will serve as the point of contact for all billing inquiries and will work with the Company to ensure that invoices are prepared in compliance with any applicable billing guidelines, including those of Broadleaf Insurance Company.

Lead Associate: James Underwood, Associate, Labor & Employment Practice Group. Mr. Underwood will serve as lead associate responsible for the day-to-day management of the case. His responsibilities will include legal research, brief writing, discovery supervision, expert coordination, and maintaining the litigation calendar and case file. Mr. Underwood is a seventh-year associate with significant experience in FLSA collective actions and has first-chaired depositions in similar matters.

Working Associate: Devon Archer, Associate, Labor & Employment Practice Group. Mr. Archer will support Mr. Underwood on legal research, discovery review, document analysis, and preparation of discovery responses. Mr. Archer is a fourth-year associate with particular expertise in ESI review protocols and e-discovery management.

Paralegal: Lisa Cheng. Ms. Cheng will provide paralegal support for the engagement, including document management, privilege log preparation, deposition scheduling, exhibit organization, and general case administration.

The Firm reserves the right to adjust staffing as needed based on the evolving requirements of the case. This may include the engagement of additional associates or specialists from the Firm's other practice groups — for example, attorneys from the Firm's appellate practice or class action defense group — as circumstances warrant. Any such adjustments will be subject to the billing terms and rates set forth in Section 6 of this letter. The Firm may engage additional timekeepers as necessary and will provide advance notice to the Company of any material changes to the staffing plan.

6. Fee Arrangement

Hourly Rates. Fees for legal services rendered in connection with this engagement will be billed on an hourly basis pursuant to the Ridgepoint Capital Partners portfolio company panel agreement (the "Panel Agreement") currently in effect between Calderwood & Harkness LLP and Ridgepoint Capital Management LLC. The Panel Agreement provides blended hourly rates for all Ridgepoint portfolio companies, which are available to Stonefield as a portfolio company of Ridgepoint Capital Partners Fund III, LP.

The applicable blended hourly rates under the Panel Agreement are as follows:

These rates represent a meaningful discount from the Firm's standard rates, which currently range from $1,050 to $1,250 per hour for partners, $575 to $750 per hour for associates, and $325 per hour for paralegals. The discounted rates reflect the Firm's relationship with Ridgepoint and its commitment to providing cost-effective representation to Ridgepoint portfolio companies.

The Firm reviews its rates annually, typically effective January 1 of each calendar year. Any rate adjustments will be communicated in writing to the Company at least thirty (30) days in advance of the effective date. Rate adjustments under the Panel Agreement are subject to the terms and conditions of that agreement.

Phase 1 Billing Cap

The initial phase of the engagement ("Phase 1") encompasses all work performed through the Court's ruling on plaintiff's anticipated Motion for Conditional Certification under 29 U.S.C. § 216(b). Phase 1 includes, without limitation, the preparation and filing of the Company's opposition brief, the preparation of supporting declarations from Company witnesses and operations personnel, and the engagement and preliminary analysis by the Firm's retained expert consulting firm.

Phase 1 is subject to a billing cap of $475,000.00 (Four Hundred Seventy-Five Thousand Dollars), which is inclusive of the following components:

• Legal fees incurred by the Firm: up to $385,000.00

• Expert preliminary analysis fees payable to Corbin Risk Advisors LLC: up to $90,000.00

The Phase 1 billing cap covers all Firm fees and expert preliminary analysis costs attributable to Phase 1 work. The cap does not include court filing fees, copying and printing costs, travel expenses, process server fees, or other out-of-pocket disbursements, which will be billed separately as described in Section 8 below.

If the Firm anticipates that Phase 1 fees will approach or exceed the billing cap, the Firm will promptly notify the Company and obtain written authorization from the Company before incurring any fees in excess of the cap. No fees in excess of the cap will be incurred without the Company's prior written consent.

Fees for subsequent phases of the engagement — including merits discovery, dispositive motions, trial preparation, trial, and post-trial proceedings — will be billed at the hourly rates set forth above without a cap, unless a separate budget or cap for any subsequent phase is agreed to in writing between the Firm and the Company. The Firm anticipates presenting phase-specific budgets for the Company's review as the litigation progresses.

For the Company's planning purposes, the Firm estimates that total legal fees through trial (assuming no settlement and assuming the collective is conditionally certified) will range from approximately $2,100,000 to $2,800,000, exclusive of expert fees and disbursements. This estimate is provided for budgeting and planning purposes only and does not constitute a cap, guarantee, or binding commitment. Actual fees will depend on numerous factors, including the scope of the collective, the volume of discovery, the number of depositions, and the complexity of pretrial and trial proceedings.

Expert Fees. The Firm has identified Corbin Risk Advisors LLC, located at 1901 N. Moore Street, Suite 1020, Arlington, VA 22209, as the expert consulting firm to be retained in connection with this engagement. Corbin Risk Advisors specializes in labor economics and statistical analysis in employment litigation matters. The lead consultant assigned to this matter will be Dr. Priya Ramanathan, a labor economist with extensive experience in FLSA classification and damages analysis.

The anticipated expert fee budget is as follows:

Of the $175,000 budgeted for expert work during the conditional certification phase, $90,000 is included within the Phase 1 billing cap described above for preliminary analysis work. The remaining $85,000 in expert fees for work through the Court's ruling on conditional certification will be billed separately as a disbursement.

Expert fees will be billed separately from legal fees and will be invoiced to the Company either (a) by the Firm as a disbursement on the Firm's monthly invoices, or (b) directly by Corbin Risk Advisors pursuant to a separate expert retention agreement between the Firm (on behalf of the Company) and Corbin Risk Advisors. The Firm will prepare and negotiate such retention agreement and will provide the Company with a copy for its records.

The expert fee estimates set forth above are preliminary and may be revised as the scope and complexity of the expert work becomes more defined. The Firm will keep the Company informed of the status of expert costs and will seek the Company's approval before authorizing any material expansion of the expert work scope.

7. Billing and Payment Terms

Invoices for fees and disbursements will be rendered monthly, on or about the tenth (10th) day of each calendar month, for fees and disbursements incurred during the preceding calendar month. Each invoice will include detailed time entries for each timekeeper, a description of the work performed, the time expended, and itemized disbursements.

Payment of invoices is due within thirty (30) days of the invoice date. If the Company has any questions or concerns regarding any invoice, the Company should contact Renata Vasquez, Billing Partner, promptly so that any issues may be addressed in a timely manner. The Firm reserves the right to charge interest on past-due balances at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less, on any amounts remaining unpaid more than sixty (60) days after the invoice date.

Invoices will be directed to Margaret Hollis, General Counsel, at the Company's headquarters address set forth above, with a courtesy copy to Renata Vasquez at the Firm. Upon the Company's written authorization, copies of invoices will also be provided to Nathan Okonkwo at Ridgepoint Capital Management LLC at the address set forth in Section 4 above.

The Company is responsible for all fees and disbursements incurred in connection with this engagement, regardless of any insurance coverage, indemnification arrangements, or other third-party payment obligations. The Firm notes that Stonefield maintains an Employment Practices Liability Insurance ("EPLI") policy with Broadleaf Insurance Company, Policy No. BIC-EPL-2024-07831, which carries a self-insured retention ("SIR") of $2,000,000 and an aggregate limit of $10,000,000. The Company should consult with its carrier regarding the potential reimbursement of defense costs incurred above the SIR threshold. The Firm will assist the Company in preparing and submitting invoices to Broadleaf in a format acceptable to the carrier, but the Company's obligation to pay the Firm's invoices is independent of and not contingent upon receipt of insurance reimbursement.

8. Expenses and Disbursements

The Company will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses include, but are not limited to:

• Court filing fees and related court costs

• Service of process costs

• Deposition transcript fees (original and copies), videography fees, and real-time reporting charges

• Expert witness fees and expenses, to the extent billed through the Firm rather than directly by the expert

• Travel expenses, including airfare (coach class for domestic travel), hotel accommodations, ground transportation, and meals, for travel reasonably required in the defense of this matter, including travel to the Company's fourteen (14) distribution hubs located across Texas, Oklahoma, Louisiana, and Arkansas for the purpose of witness interviews, site inspections, and document collection

• Document reproduction, printing, and binding costs

• Electronic discovery hosting, processing, and review platform costs, including costs associated with third-party e-discovery vendors

• Overnight delivery and messenger services

• Mediation fees and mediator costs

• Costs associated with demonstrative exhibits or trial technology, as applicable

Travel expenses will be incurred in accordance with the Company's travel reimbursement policy, a copy of which the Company should provide to the Firm. In the absence of such a policy, travel expenses will be incurred at reasonable commercial rates consistent with the Firm's standard travel guidelines.

The Firm will obtain prior written approval from the Company for any single disbursement expected to exceed $10,000. For recurring expenses (such as monthly e-discovery hosting fees), the Firm will obtain approval at the outset and will notify the Company of any material changes in the expected recurring cost.

9. Confidentiality and Privilege

All communications between the Firm and the Company in connection with this engagement are subject to the attorney-client privilege and/or the work product doctrine, to the fullest extent provided by applicable law. The Company agrees to maintain the confidentiality of all legal advice, work product, strategy communications, and other privileged information shared by the Firm in the course of the representation.

The Company has authorized the Firm to share certain substantive case updates and litigation reports with Nathan Okonkwo, Managing Director of Ridgepoint Capital Management LLC, in his capacity as board observer of Stonefield Logistics Group Inc. The sharing of privileged information with Mr. Okonkwo and Ridgepoint Capital Management LLC shall be governed by the common interest doctrine, which provides that parties with a shared legal interest may exchange privileged communications without waiving the privilege, provided certain conditions are met. To ensure that the privilege is properly preserved, the Firm strongly recommends the execution of a Common Interest Agreement among the Company, Ridgepoint Capital Partners Fund III, LP, and Ridgepoint Capital Management LLC. The Firm will prepare a draft Common Interest Agreement for the Company's and Ridgepoint's review and execution at the earliest practicable date.

The Company further acknowledges that privileged communications between the Company and Pennfield & Daye LLP regarding prior classification advice are separate from and pre-date this engagement. The Firm will work with the Company to identify, collect, and preserve such communications and to assert the attorney-client privilege over those materials as appropriate in the course of the litigation. The Company should take care not to disclose the substance of any communications with Pennfield & Daye to any third parties, including Broadleaf Insurance Company, without first consulting with the Firm regarding the privilege implications of such disclosure.

10. Insurance Coverage Coordination

The Firm will coordinate with Broadleaf Insurance Company regarding coverage of defense costs and potential indemnity obligations under the Company's EPLI policy, Policy No. BIC-EPL-2024-07831, for the policy period January 1, 2025, through January 1, 2026. As noted above, the policy provides a self-insured retention of $2,000,000 and an aggregate limit of $10,000,000.

As of the date of this engagement letter, Broadleaf Insurance Company has not yet issued a reservation of rights letter or any other coverage determination in connection with the Delano matter. Formal notice of the claim will be submitted to Broadleaf promptly following the Company's execution of this engagement letter. The Firm will prepare the notice of claim for the Company's review and will assist in managing the initial coverage correspondence with the carrier.

The Company retains the Firm as its counsel of choice in this matter. The Firm's engagement, fees, strategy, and litigation decisions are directed by the Company and are not subject to the approval or control of Broadleaf Insurance Company. Should Broadleaf appoint panel counsel to monitor the defense or to participate in any aspect of the litigation, such panel counsel would serve a separate and distinct role from the Firm's representation. The Firm's representation is independent of and takes precedence over any carrier-appointed counsel, subject to the applicable terms and conditions of the Company's EPLI policy. The Firm will cooperate with carrier-appointed counsel to the extent reasonably required, but will at all times act in the best interests of the Company as its client.

11. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check in connection with this engagement and confirms that it does not currently represent any party adverse to Stonefield Logistics Group Inc. in this matter. Specifically, the Firm does not currently represent Marcus Delano, Hartwell & Brashear PLLC, or any known putative member of the collective described in the Complaint.

The Firm further confirms that it does not currently represent Ridgepoint Capital Partners Fund III, LP, Ridgepoint Capital Management LLC, Meridian National Bank, Whitmore & Solano CPAs LLP, Pennfield & Daye LLP, Broadleaf Insurance Company, or Corbin Risk Advisors LLC in any matter adverse to Stonefield. While the Firm maintains professional relationships with certain of these entities in other contexts, no conflict exists that would impair the Firm's ability to represent the Company zealously and without divided loyalty in this engagement.

If a conflict of interest arises during the course of the engagement, whether through the addition of new parties, the expansion of the collective, or any other development, the Firm will promptly notify the Company and take all appropriate steps to address the conflict, including seeking a waiver from the affected parties or, if a waiver is not obtainable or appropriate, withdrawing from the representation in accordance with applicable rules of professional conduct.

12. Termination

Either party may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate the Firm's representation is absolute and unconditional.

Upon termination of the engagement, the Company will remain responsible for all fees and disbursements incurred through the effective date of termination, including any fees incurred in connection with the orderly transition of the matter to successor counsel. The Firm will cooperate fully in the transition, including promptly providing all client files, work product, and other materials to which the Company is entitled under applicable law and the Texas Disciplinary Rules of Professional Conduct.

The Firm's obligations under applicable rules of professional conduct regarding withdrawal from representation will be observed in all respects, including the obligation to obtain leave of court to withdraw if required by the rules of the United States District Court for the Northern District of Texas or any applicable local rules.

13. No Guarantee of Outcome

The Firm will use its best professional efforts in the defense of this matter. However, the Firm does not and cannot guarantee any particular outcome, whether with respect to the merits of the underlying claims, the Court's ruling on conditional certification, or the ultimate resolution of the case by settlement or judgment.

The Firm notes that the total potential exposure in this matter, based on the allegations set forth in the Complaint and preliminary damages modeling conducted by the Firm, is approximately $73,958,409.00, inclusive of liquidated damages under FLSA § 216(b) (which provides for an equal amount as liquidated damages in cases of willful violations). This exposure estimate is exclusive of plaintiff's attorneys' fees and costs, which would be recoverable by a prevailing plaintiff under 29 U.S.C. § 216(b). The exposure estimate is based on preliminary assumptions regarding the size of the putative collective, average hours worked, and applicable overtime rates, and is subject to significant revision as additional facts are developed through discovery.

The Firm will provide ongoing risk assessments and strategic recommendations as the case develops, including updated exposure analyses following key milestones such as the Court's ruling on conditional certification, the close of merits discovery, and the resolution of any dispositive motions.

14. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.

In the event of any dispute arising out of or relating to this engagement, including disputes concerning fees, the scope of the representation, or the quality of services rendered, the parties agree to first attempt to resolve the dispute through mediation conducted by a mutually agreeable mediator in Dallas, Texas. If mediation is unsuccessful within sixty (60) days of the initiation of the mediation process, the dispute shall be resolved through binding arbitration in Dallas, Texas, administered under the rules of the American Arbitration Association applicable to commercial disputes. The decision of the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

Nothing in this Section shall limit the Company's right to file a grievance or complaint with the State Bar of Texas or any other applicable disciplinary authority.

15. Acknowledgment and Acceptance

If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this letter in the space provided below. Upon receipt of your executed copy, this letter will constitute the binding engagement agreement between the Firm and the Company with respect to the above-captioned matter.

We are grateful for the opportunity to represent Stonefield Logistics Group Inc. in this important matter. Should you have any questions regarding the terms of this letter or any other aspect of the engagement, please do not hesitate to contact Bernard Crawford or Renata Vasquez at the numbers listed above.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Partner, Labor & Employment Practice Group Responsible Partner

Date: ________

By: ________

Renata Vasquez Partner, Labor & Employment Practice Group Billing Partner

Date: ________

ACCEPTED AND AGREED

The undersigned, on behalf of Stonefield Logistics Group Inc., hereby confirms acceptance of the terms and conditions set forth in this Engagement Letter, effective as of the date first written above.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Margaret Hollis

Title: General Counsel

Date: ________

Enclosures:

1. Calderwood & Harkness LLP Firm Privacy Policy

2. Ridgepoint Capital Partners Portfolio Company Panel Agreement (fee schedule excerpt)

3. Conflict Check Confirmation Memorandum (internal reference copy for client's records)

cc: (via email, with client authorization)

Nathan Okonkwo, Managing Director, Ridgepoint Capital Management LLC Aaron Turcotte, Chief People Officer, Stonefield Logistics Group Inc. Gerald Wynn, Chief Executive Officer, Stonefield Logistics Group Inc.

Timekeeper Category	Hourly Rate
Partners	$875.00 per hour
Associates	$525.00 per hour
Paralegals	$275.00 per hour
Phase	Estimated Expert Fees
Conditional certification phase (total)	$175,000.00
— Preliminary analysis (included in Phase 1 cap)	($90,000.00)
— Remaining expert work through certification ruling	$85,000.00
Merits discovery and summary judgment phase	$125,000.00
Trial preparation and trial testimony	$150,000.00
Estimated total expert fees through trial	$450,000.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 555-7800 Facsimile: (214) 555-7801 www.calderwoodharkness.com
April 30, 2025
Via Email and U.S. Mail
Margaret Hollis, Esq. General Counsel Stonefield Logistics Group Inc. 4200 Commerce Gateway Blvd., Suite 800 Irving, TX 75039
Re: Engagement of Calderwood & Harkness LLP — Defense of *Delano v. Stonefield Logistics Group Inc.*, Case No. 3:25-cv-01847-RBC, U.S. District Court for the Northern District of Texas, Dallas Division
Dear Ms. Hollis:
1. Purpose and Acceptance of Engagement
Calderwood & Harkness LLP is pleased to confirm its engagement by Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a Delaware corporation headquartered in Irving, Texas, to serve as defense counsel in the above-referenced matter. We appreciate the Company's confidence in our Firm, and we look forward to providing the highest caliber of legal representation throughout the course of this litigation.
This letter sets forth the terms and conditions governing the attorney-client relationship between Calderwood & Harkness LLP ("the Firm" or "C&H") and Stonefield. We ask that you review this letter carefully and, if the terms are acceptable, execute and return the enclosed copy as indicated in Section 15 below. This engagement shall be effective as of the date of this letter, April 30, 2025, which is the date on which the Complaint was filed in the United States District Court for the Northern District of Texas.
Prior to accepting this engagement, the Firm has completed a comprehensive conflicts check confirming that no conflicts of interest exist with respect to Stonefield, its affiliates, or any adverse parties in this matter. The results of that conflicts check are summarized in the Conflict Check Confirmation Memorandum enclosed with this letter for the Company's records.
2. Description of the Matter
The Firm is engaged to defend Stonefield in Delano v. Stonefield Logistics Group Inc., Case No. 3:25-cv-01847-RBC, filed on April 30, 2025, in the United States District Court for the Northern District of Texas, Dallas Division. The matter has been assigned to the Honorable Rebecca Chen, United States District Judge, with the Honorable Timothy Farrell, United States Magistrate Judge, presiding over pretrial proceedings.
The nature of the claims is as follows. The named plaintiff, Marcus Delano, a former delivery driver who operated out of Stonefield's Fort Worth distribution hub, has filed a collective action under the Fair Labor Standards Act ("FLSA"), 29 U.S.C. § 216(b), as well as claims under the Texas Payday Law, Tex. Lab. Code §§ 61.001 et seq. Plaintiff alleges that Stonefield systematically misclassified him and approximately 1,200 similarly situated drivers as independent contractors rather than employees, resulting in the denial of overtime compensation to which they were allegedly entitled under federal and state law. Plaintiff further alleges that the Company's classification practices were willful within the meaning of 29 U.S.C. § 255(a), thereby extending the applicable statute of limitations from two years to three years.
Plaintiff seeks conditional certification of a collective consisting of all current and former drivers who performed delivery services for Stonefield pursuant to an Independent Contractor Operating Agreement ("ICOA") at any of the Company's distribution hubs from April 30, 2022, through the date of final judgment. The putative collective, as defined in the Complaint, encompasses drivers at all fourteen of the Company's distribution hubs located across Texas, Oklahoma, Louisiana, and Arkansas.
Plaintiff is represented by Hartwell & Brashear PLLC, located at 500 N. Akard Street, Suite 1750, Dallas, TX 75201. Lead counsel for plaintiff is Claudia Hartwell. We are familiar with Ms. Hartwell's practice and her firm's track record in FLSA collective actions, and we have factored her litigation tendencies into our preliminary strategic assessment.
3. Scope of Engagement
The Firm's engagement encompasses all aspects of the defense of the above-captioned matter. By way of illustration and not limitation, the scope of our representation includes the following:
(a) Responsive Pleadings. Preparing and filing an Answer and Affirmative Defenses in response to the Complaint, including any amended complaints that may be filed during the course of the litigation.
(b) Conditional Certification Opposition. Opposing plaintiff's anticipated and pending motions for conditional certification of a collective action under 29 U.S.C. § 216(b), including the preparation of opposition briefs, supporting declarations from Company witnesses and operations personnel, and coordination of expert analysis.
(c) Arbitration Strategy. Analyzing the enforceability of the arbitration clause and collective action waiver contained in ICOA v3.0 (the January 2023 revision) and, if strategically advisable, filing motions to compel individual arbitration for those drivers who executed ICOA v3.0. This analysis will include an assessment of the enforceability of the arbitration provision under the Federal Arbitration Act, 9 U.S.C. §§ 1–16, applicable Fifth Circuit precedent, and any contractual defenses that may be raised by the plaintiff.
(d) discovery. Conducting and responding to all phases of discovery, including written discovery (interrogatories, requests for production, and requests for admission), depositions of fact witnesses and expert witnesses, and the review and production of electronically stored information ("ESI"). The Firm will work with the Company to develop a defensible document collection and review protocol, and will supervise the ESI review process in accordance with the Federal Rules of Civil Procedure and any applicable discovery orders entered by the Court.
(e) Expert Engagement and Coordination. Engaging and coordinating with expert consultants and witnesses, including labor economists and statistical analysts, to support the Company's defense on both the conditional certification and merits phases of the litigation.
(f) Dispositive Motions. Preparing and filing dispositive motions, including motions for summary judgment or partial summary judgment on individual claims, classification defenses, or damages issues, as warranted by the factual and legal record.
(g) Trial Preparation and Trial. Preparing for and, if necessary, conducting a trial on the merits, including preparation of trial briefs, motions in limine, witness outlines, exhibits, jury instructions (if applicable), and all other trial-related advocacy.
(h) Settlement, Mediation, and Negotiation. Conducting ongoing settlement analysis, participating in mediation or other alternative dispute resolution proceedings, and negotiating settlement terms on behalf of the Company, all subject to the Company's approval and direction.
(i) Post-Trial and Appellate Proceedings. Preparing and filing post-trial motions (including motions for judgment as a matter of law, new trial, or remittitur) and, if authorized by the Company, handling any appeal to the United States Court of Appeals for the Fifth Circuit.
(j) Insurance Coordination. Coordinating with Stonefield's Employment Practices Liability Insurance ("EPLI") carrier, Broadleaf Insurance Company, regarding coverage under Policy No. BIC-EPL-2024-07831, including submission of the formal notice of claim, review of any reservation of rights correspondence, and management of coverage-related communications, all as more fully described in Section 10 below.
Exclusions from Scope. The following matters are expressly excluded from the scope of this engagement:
(i) Representation of any individual officer, director, or employee of Stonefield in a personal capacity. Should any individual become a party or subject of a claim arising from the facts of this matter, separate engagement terms would be required.
(ii) Representation of Ridgepoint Capital Partners Fund III, LP, or Ridgepoint Capital Management LLC, in any capacity. The Firm will, however, coordinate with Ridgepoint as the Company's majority equity holder to the extent authorized by the Company and consistent with the Company's direction.
(iii) Any regulatory or governmental investigation or separate proceeding arising from or related to the same underlying facts, including but not limited to investigations by the U.S. Department of Labor, Wage and Hour Division, the Texas Workforce Commission, or any state attorney general. Should any such investigation or proceeding arise, the Firm would be pleased to discuss a separate engagement to address those matters.
The Firm further notes that Pennfield & Daye LLP, located at 801 Cherry Street, Suite 1400, Fort Worth, TX 76102, previously served as employment counsel to Stonefield, advising the Company on independent contractor classification matters and drafting the ICOA template (including the various revisions thereof). The Firm's engagement is limited to defense litigation in the above-captioned matter and does not include assuming or continuing any advisory role previously held by Pennfield & Daye LLP. The Firm will, however, work with the Company to obtain from Pennfield & Daye all relevant files, correspondence, and work product that may be pertinent to the defense of this litigation, subject to appropriate privilege protections.
4. Client Identification
The Firm's client in this engagement is Stonefield Logistics Group Inc., EIN 82-4731956, Delaware Charter No. 6247183, Texas Secretary of State Filing No. 0803127465. The Firm represents only the corporate entity and does not represent any individual officer, director, or employee of the Company in his or her personal capacity. Nor does the Firm represent Ridgepoint Capital Partners Fund III, LP (EIN 37-8194220), Ridgepoint Capital Management LLC, or any other affiliated or related entity.
The primary client contacts for purposes of this engagement shall be:
•  Margaret Hollis, General Counsel, Stonefield Logistics Group Inc., who shall serve as the primary point of contact for all legal matters, strategy discussions, settlement authority, and engagement administration.
•  Aaron Turcotte, Chief People Officer, Stonefield Logistics Group Inc., who shall serve as a secondary contact for operational matters, including coordination of witness interviews, document collection, human resources records, and access to distribution hub personnel.
In addition, and with the Company's consent as indicated by execution of this letter, the following individual is authorized to receive copies of substantive case updates and litigation reports:
•  Nathan Okonkwo, Managing Director, Ridgepoint Capital Management LLC, 225 W. Wacker Drive, Suite 2400, Chicago, IL 60606, in his capacity as board observer of Stonefield Logistics Group Inc.
The sharing of information with Mr. Okonkwo is subject to the privilege considerations discussed in Section 9 below.
5. Staffing
The Firm has assembled a team of experienced labor and employment litigators to handle this engagement. The initial staffing plan is as follows:
Responsible Partner: Bernard Crawford, Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the partner responsible for the overall direction and strategy of the engagement. He will be the primary point of contact for senior client communications, including discussions with the Company's General Counsel and board-level reporting. Mr. Crawford has over twenty-five years of experience defending employers in FLSA collective actions and wage-and-hour litigation, including multiple matters involving the classification of independent contractors in the logistics and transportation industries.
Billing Partner: Renata Vasquez, Partner, Labor & Employment Practice Group. Ms. Vasquez will oversee billing, budgeting, and fee administration for the engagement. She will serve as the point of contact for all billing inquiries and will work with the Company to ensure that invoices are prepared in compliance with any applicable billing guidelines, including those of Broadleaf Insurance Company.
Lead Associate: James Underwood, Associate, Labor & Employment Practice Group. Mr. Underwood will serve as lead associate responsible for the day-to-day management of the case. His responsibilities will include legal research, brief writing, discovery supervision, expert coordination, and maintaining the litigation calendar and case file. Mr. Underwood is a seventh-year associate with significant experience in FLSA collective actions and has first-chaired depositions in similar matters.
Working Associate: Devon Archer, Associate, Labor & Employment Practice Group. Mr. Archer will support Mr. Underwood on legal research, discovery review, document analysis, and preparation of discovery responses. Mr. Archer is a fourth-year associate with particular expertise in ESI review protocols and e-discovery management.
Paralegal: Lisa Cheng. Ms. Cheng will provide paralegal support for the engagement, including document management, privilege log preparation, deposition scheduling, exhibit organization, and general case administration.
The Firm reserves the right to adjust staffing as needed based on the evolving requirements of the case. This may include the engagement of additional associates or specialists from the Firm's other practice groups — for example, attorneys from the Firm's appellate practice or class action defense group — as circumstances warrant. Any such adjustments will be subject to the billing terms and rates set forth in Section 6 of this letter. The Firm may engage additional timekeepers as necessary and will provide advance notice to the Company of any material changes to the staffing plan.
6. Fee Arrangement
Hourly Rates.  Fees for legal services rendered in connection with this engagement will be billed on an hourly basis pursuant to the Ridgepoint Capital Partners portfolio company panel agreement (the "Panel Agreement") currently in effect between Calderwood & Harkness LLP and Ridgepoint Capital Management LLC. The Panel Agreement provides blended hourly rates for all Ridgepoint portfolio companies, which are available to Stonefield as a portfolio company of Ridgepoint Capital Partners Fund III, LP.
The applicable blended hourly rates under the Panel Agreement are as follows:
These rates represent a meaningful discount from the Firm's standard rates, which currently range from $1,050 to $1,250 per hour for partners, $575 to $750 per hour for associates, and $325 per hour for paralegals. The discounted rates reflect the Firm's relationship with Ridgepoint and its commitment to providing cost-effective representation to Ridgepoint portfolio companies.
The Firm reviews its rates annually, typically effective January 1 of each calendar year. Any rate adjustments will be communicated in writing to the Company at least thirty (30) days in advance of the effective date. Rate adjustments under the Panel Agreement are subject to the terms and conditions of that agreement.
Phase 1 Billing Cap
The initial phase of the engagement ("Phase 1") encompasses all work performed through the Court's ruling on plaintiff's anticipated Motion for Conditional Certification under 29 U.S.C. § 216(b). Phase 1 includes, without limitation, the preparation and filing of the Company's opposition brief, the preparation of supporting declarations from Company witnesses and operations personnel, and the engagement and preliminary analysis by the Firm's retained expert consulting firm.
Phase 1 is subject to a billing cap of $475,000.00 (Four Hundred Seventy-Five Thousand Dollars), which is inclusive of the following components:
•  Legal fees incurred by the Firm: up to $385,000.00
•  Expert preliminary analysis fees payable to Corbin Risk Advisors LLC: up to $90,000.00
The Phase 1 billing cap covers all Firm fees and expert preliminary analysis costs attributable to Phase 1 work. The cap does not include court filing fees, copying and printing costs, travel expenses, process server fees, or other out-of-pocket disbursements, which will be billed separately as described in Section 8 below.
If the Firm anticipates that Phase 1 fees will approach or exceed the billing cap, the Firm will promptly notify the Company and obtain written authorization from the Company before incurring any fees in excess of the cap. No fees in excess of the cap will be incurred without the Company's prior written consent.
Fees for subsequent phases of the engagement — including merits discovery, dispositive motions, trial preparation, trial, and post-trial proceedings — will be billed at the hourly rates set forth above without a cap, unless a separate budget or cap for any subsequent phase is agreed to in writing between the Firm and the Company. The Firm anticipates presenting phase-specific budgets for the Company's review as the litigation progresses.
For the Company's planning purposes, the Firm estimates that total legal fees through trial (assuming no settlement and assuming the collective is conditionally certified) will range from approximately $2,100,000 to $2,800,000, exclusive of expert fees and disbursements. This estimate is provided for budgeting and planning purposes only and does not constitute a cap, guarantee, or binding commitment. Actual fees will depend on numerous factors, including the scope of the collective, the volume of discovery, the number of depositions, and the complexity of pretrial and trial proceedings.
Expert Fees.  The Firm has identified Corbin Risk Advisors LLC, located at 1901 N. Moore Street, Suite 1020, Arlington, VA 22209, as the expert consulting firm to be retained in connection with this engagement. Corbin Risk Advisors specializes in labor economics and statistical analysis in employment litigation matters. The lead consultant assigned to this matter will be Dr. Priya Ramanathan, a labor economist with extensive experience in FLSA classification and damages analysis.
The anticipated expert fee budget is as follows:
Of the $175,000 budgeted for expert work during the conditional certification phase, $90,000 is included within the Phase 1 billing cap described above for preliminary analysis work. The remaining $85,000 in expert fees for work through the Court's ruling on conditional certification will be billed separately as a disbursement.
Expert fees will be billed separately from legal fees and will be invoiced to the Company either (a) by the Firm as a disbursement on the Firm's monthly invoices, or (b) directly by Corbin Risk Advisors pursuant to a separate expert retention agreement between the Firm (on behalf of the Company) and Corbin Risk Advisors. The Firm will prepare and negotiate such retention agreement and will provide the Company with a copy for its records.
The expert fee estimates set forth above are preliminary and may be revised as the scope and complexity of the expert work becomes more defined. The Firm will keep the Company informed of the status of expert costs and will seek the Company's approval before authorizing any material expansion of the expert work scope.
7. Billing and Payment Terms
Invoices for fees and disbursements will be rendered monthly, on or about the tenth (10th) day of each calendar month, for fees and disbursements incurred during the preceding calendar month. Each invoice will include detailed time entries for each timekeeper, a description of the work performed, the time expended, and itemized disbursements.
Payment of invoices is due within thirty (30) days of the invoice date. If the Company has any questions or concerns regarding any invoice, the Company should contact Renata Vasquez, Billing Partner, promptly so that any issues may be addressed in a timely manner. The Firm reserves the right to charge interest on past-due balances at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less, on any amounts remaining unpaid more than sixty (60) days after the invoice date.
Invoices will be directed to Margaret Hollis, General Counsel, at the Company's headquarters address set forth above, with a courtesy copy to Renata Vasquez at the Firm. Upon the Company's written authorization, copies of invoices will also be provided to Nathan Okonkwo at Ridgepoint Capital Management LLC at the address set forth in Section 4 above.
The Company is responsible for all fees and disbursements incurred in connection with this engagement, regardless of any insurance coverage, indemnification arrangements, or other third-party payment obligations. The Firm notes that Stonefield maintains an Employment Practices Liability Insurance ("EPLI") policy with Broadleaf Insurance Company, Policy No. BIC-EPL-2024-07831, which carries a self-insured retention ("SIR") of $2,000,000 and an aggregate limit of $10,000,000. The Company should consult with its carrier regarding the potential reimbursement of defense costs incurred above the SIR threshold. The Firm will assist the Company in preparing and submitting invoices to Broadleaf in a format acceptable to the carrier, but the Company's obligation to pay the Firm's invoices is independent of and not contingent upon receipt of insurance reimbursement.
8. Expenses and Disbursements
The Company will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses include, but are not limited to:
•  Court filing fees and related court costs
•  Service of process costs
•  Deposition transcript fees (original and copies), videography fees, and real-time reporting charges
•  Expert witness fees and expenses, to the extent billed through the Firm rather than directly by the expert
•  Travel expenses, including airfare (coach class for domestic travel), hotel accommodations, ground transportation, and meals, for travel reasonably required in the defense of this matter, including travel to the Company's fourteen (14) distribution hubs located across Texas, Oklahoma, Louisiana, and Arkansas for the purpose of witness interviews, site inspections, and document collection
•  Document reproduction, printing, and binding costs
•  Electronic discovery hosting, processing, and review platform costs, including costs associated with third-party e-discovery vendors
•  Overnight delivery and messenger services
•  Mediation fees and mediator costs
•  Costs associated with demonstrative exhibits or trial technology, as applicable
Travel expenses will be incurred in accordance with the Company's travel reimbursement policy, a copy of which the Company should provide to the Firm. In the absence of such a policy, travel expenses will be incurred at reasonable commercial rates consistent with the Firm's standard travel guidelines.
The Firm will obtain prior written approval from the Company for any single disbursement expected to exceed $10,000. For recurring expenses (such as monthly e-discovery hosting fees), the Firm will obtain approval at the outset and will notify the Company of any material changes in the expected recurring cost.
9. Confidentiality and Privilege
All communications between the Firm and the Company in connection with this engagement are subject to the attorney-client privilege and/or the work product doctrine, to the fullest extent provided by applicable law. The Company agrees to maintain the confidentiality of all legal advice, work product, strategy communications, and other privileged information shared by the Firm in the course of the representation.
The Company has authorized the Firm to share certain substantive case updates and litigation reports with Nathan Okonkwo, Managing Director of Ridgepoint Capital Management LLC, in his capacity as board observer of Stonefield Logistics Group Inc. The sharing of privileged information with Mr. Okonkwo and Ridgepoint Capital Management LLC shall be governed by the common interest doctrine, which provides that parties with a shared legal interest may exchange privileged communications without waiving the privilege, provided certain conditions are met. To ensure that the privilege is properly preserved, the Firm strongly recommends the execution of a Common Interest Agreement among the Company, Ridgepoint Capital Partners Fund III, LP, and Ridgepoint Capital Management LLC. The Firm will prepare a draft Common Interest Agreement for the Company's and Ridgepoint's review and execution at the earliest practicable date.
The Company further acknowledges that privileged communications between the Company and Pennfield & Daye LLP regarding prior classification advice are separate from and pre-date this engagement. The Firm will work with the Company to identify, collect, and preserve such communications and to assert the attorney-client privilege over those materials as appropriate in the course of the litigation. The Company should take care not to disclose the substance of any communications with Pennfield & Daye to any third parties, including Broadleaf Insurance Company, without first consulting with the Firm regarding the privilege implications of such disclosure.
10. Insurance Coverage Coordination
The Firm will coordinate with Broadleaf Insurance Company regarding coverage of defense costs and potential indemnity obligations under the Company's EPLI policy, Policy No. BIC-EPL-2024-07831, for the policy period January 1, 2025, through January 1, 2026. As noted above, the policy provides a self-insured retention of $2,000,000 and an aggregate limit of $10,000,000.
As of the date of this engagement letter, Broadleaf Insurance Company has not yet issued a reservation of rights letter or any other coverage determination in connection with the Delano matter. Formal notice of the claim will be submitted to Broadleaf promptly following the Company's execution of this engagement letter. The Firm will prepare the notice of claim for the Company's review and will assist in managing the initial coverage correspondence with the carrier.
The Company retains the Firm as its counsel of choice in this matter. The Firm's engagement, fees, strategy, and litigation decisions are directed by the Company and are not subject to the approval or control of Broadleaf Insurance Company. Should Broadleaf appoint panel counsel to monitor the defense or to participate in any aspect of the litigation, such panel counsel would serve a separate and distinct role from the Firm's representation. The Firm's representation is independent of and takes precedence over any carrier-appointed counsel, subject to the applicable terms and conditions of the Company's EPLI policy. The Firm will cooperate with carrier-appointed counsel to the extent reasonably required, but will at all times act in the best interests of the Company as its client.
11. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check in connection with this engagement and confirms that it does not currently represent any party adverse to Stonefield Logistics Group Inc. in this matter. Specifically, the Firm does not currently represent Marcus Delano, Hartwell & Brashear PLLC, or any known putative member of the collective described in the Complaint.
The Firm further confirms that it does not currently represent Ridgepoint Capital Partners Fund III, LP, Ridgepoint Capital Management LLC, Meridian National Bank, Whitmore & Solano CPAs LLP, Pennfield & Daye LLP, Broadleaf Insurance Company, or Corbin Risk Advisors LLC in any matter adverse to Stonefield. While the Firm maintains professional relationships with certain of these entities in other contexts, no conflict exists that would impair the Firm's ability to represent the Company zealously and without divided loyalty in this engagement.
If a conflict of interest arises during the course of the engagement, whether through the addition of new parties, the expansion of the collective, or any other development, the Firm will promptly notify the Company and take all appropriate steps to address the conflict, including seeking a waiver from the affected parties or, if a waiver is not obtainable or appropriate, withdrawing from the representation in accordance with applicable rules of professional conduct.
12. Termination
Either party may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate the Firm's representation is absolute and unconditional.
Upon termination of the engagement, the Company will remain responsible for all fees and disbursements incurred through the effective date of termination, including any fees incurred in connection with the orderly transition of the matter to successor counsel. The Firm will cooperate fully in the transition, including promptly providing all client files, work product, and other materials to which the Company is entitled under applicable law and the Texas Disciplinary Rules of Professional Conduct.
The Firm's obligations under applicable rules of professional conduct regarding withdrawal from representation will be observed in all respects, including the obligation to obtain leave of court to withdraw if required by the rules of the United States District Court for the Northern District of Texas or any applicable local rules.
13. No Guarantee of Outcome
The Firm will use its best professional efforts in the defense of this matter. However, the Firm does not and cannot guarantee any particular outcome, whether with respect to the merits of the underlying claims, the Court's ruling on conditional certification, or the ultimate resolution of the case by settlement or judgment.
The Firm notes that the total potential exposure in this matter, based on the allegations set forth in the Complaint and preliminary damages modeling conducted by the Firm, is approximately $73,958,409.00, inclusive of liquidated damages under FLSA § 216(b) (which provides for an equal amount as liquidated damages in cases of willful violations). This exposure estimate is exclusive of plaintiff's attorneys' fees and costs, which would be recoverable by a prevailing plaintiff under 29 U.S.C. § 216(b). The exposure estimate is based on preliminary assumptions regarding the size of the putative collective, average hours worked, and applicable overtime rates, and is subject to significant revision as additional facts are developed through discovery.
The Firm will provide ongoing risk assessments and strategic recommendations as the case develops, including updated exposure analyses following key milestones such as the Court's ruling on conditional certification, the close of merits discovery, and the resolution of any dispositive motions.
14. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.
In the event of any dispute arising out of or relating to this engagement, including disputes concerning fees, the scope of the representation, or the quality of services rendered, the parties agree to first attempt to resolve the dispute through mediation conducted by a mutually agreeable mediator in Dallas, Texas. If mediation is unsuccessful within sixty (60) days of the initiation of the mediation process, the dispute shall be resolved through binding arbitration in Dallas, Texas, administered under the rules of the American Arbitration Association applicable to commercial disputes. The decision of the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.
Nothing in this Section shall limit the Company's right to file a grievance or complaint with the State Bar of Texas or any other applicable disciplinary authority.
15. Acknowledgment and Acceptance
If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this letter in the space provided below. Upon receipt of your executed copy, this letter will constitute the binding engagement agreement between the Firm and the Company with respect to the above-captioned matter.
We are grateful for the opportunity to represent Stonefield Logistics Group Inc. in this important matter. Should you have any questions regarding the terms of this letter or any other aspect of the engagement, please do not hesitate to contact Bernard Crawford or Renata Vasquez at the numbers listed above.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Partner, Labor & Employment Practice Group Responsible Partner
Date: ________
By: ________
Renata Vasquez Partner, Labor & Employment Practice Group Billing Partner
Date: ________
ACCEPTED AND AGREED
The undersigned, on behalf of Stonefield Logistics Group Inc., hereby confirms acceptance of the terms and conditions set forth in this Engagement Letter, effective as of the date first written above.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Margaret Hollis
Title: General Counsel
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP Firm Privacy Policy
2.  Ridgepoint Capital Partners Portfolio Company Panel Agreement (fee schedule excerpt)
3.  Conflict Check Confirmation Memorandum (internal reference copy for client's records)
cc: (via email, with client authorization)
Nathan Okonkwo, Managing Director, Ridgepoint Capital Management LLC Aaron Turcotte, Chief People Officer, Stonefield Logistics Group Inc. Gerald Wynn, Chief Executive Officer, Stonefield Logistics Group Inc.
Timekeeper Category | Hourly Rate
Partners | $875.00 per hour
Associates | $525.00 per hour
Paralegals | $275.00 per hour
Phase | Estimated Expert Fees
Conditional certification phase (total) | $175,000.00
— Preliminary analysis (included in Phase 1 cap) | ($90,000.00)
— Remaining expert work through certification ruling | $85,000.00
Merits discovery and summary judgment phase | $125,000.00
Trial preparation and trial testimony | $150,000.00
Estimated total expert fees through trial | $450,000.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

STONEFIELD LOGISTICS GROUP INC.

Record

Parties

Dates

Amounts