1012-00005 · Stonefield Logistics Group · Engagement & Administration

engagement-letter-stonefield.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

Telephone: (212) 506-7000 Facsimile: (212) 506-7001

September 1, 2022

Tobias Wren, Esq. General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102

Re: Engagement of Calderwood & Harkness LLP — Defense of *Vantor Holdings Corp. v. Stonefield Logistics Group Inc.*, Case No. 22-cv-07841 (U.S. District Court for the Southern District of New York)

Matter No.: 1012-00005

Dear Mr. Wren:

We appreciate the opportunity to represent Stonefield Logistics Group Inc. ("Stonefield," "SLG," or the "Company") in connection with the above-referenced matter. We value the trust and confidence the Company has placed in Calderwood & Harkness LLP, and we look forward to providing the highest quality legal representation in defense of the claims asserted by Vantor Holdings Corp.

The purpose of this letter is to confirm the terms and conditions of the Firm's engagement as defense counsel for Stonefield in this matter. This letter, upon execution by both parties, shall constitute a binding agreement between Calderwood & Harkness LLP (the "Firm" or "C&H") and Stonefield Logistics Group Inc. governing the Firm's representation of the Company in the captioned litigation. We ask that you review the terms set forth below carefully and, if they are acceptable, execute and return a countersigned copy of this letter in accordance with the instructions set forth in Section XVI.

I. IDENTIFICATION OF THE CLIENT

The Firm's client in this engagement is Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, Employer Identification Number 83-2947106.

The Company's primary contact for purposes of this engagement shall be Tobias Wren, General Counsel.

It is important to note that this engagement is with Stonefield Logistics Group Inc. only. The Firm does not, by virtue of this engagement, represent any affiliate, subsidiary, parent company, shareholder, officer, director, or employee of the Company in this matter, unless such representation is separately agreed upon in writing. The scope of the attorney-client relationship created by this letter extends exclusively to the Company as a corporate entity.

Specifically, and for the avoidance of doubt, this engagement does not extend to Ridgeline Capital Partners, LP, Ridgeline Fund III, LP, or any other entity within the Ridgeline Capital Partners family of funds and affiliated entities, notwithstanding Ridgeline's status as the majority equity holder of Stonefield. The Firm wishes to note that Ridgeline Capital Partners, LP is an existing client of the Firm in other, unrelated matters. Appropriate conflicts clearance has been obtained in accordance with the applicable Rules of Professional Conduct, as discussed further in Section XI of this letter.

The Firm acknowledges that, at the Company's direction and with the Company's express authorization, the Firm may from time to time provide updates, reports, and other communications regarding this matter to designated representatives of Ridgeline Capital Partners. However, such communications shall not create, and shall not be construed as creating, an attorney-client relationship between the Firm and Ridgeline Capital Partners, LP, Ridgeline Fund III, LP, or any other Ridgeline entity with respect to this matter. Any such communications shall be made on behalf of, and at the direction of, Stonefield Logistics Group Inc. as the Firm's sole client in this engagement.

II. SCOPE OF ENGAGEMENT

A. Description of the Matter

The Firm is being engaged to defend Stonefield Logistics Group Inc. against the claims asserted by Vantor Holdings Corp. ("Vantor") in the civil action captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, currently pending in the United States District Court for the Southern District of New York, assigned to the Honorable Margaret T. Calloway, United States District Judge.

By way of background, Vantor filed a Complaint in this action on or about August 12, 2022, alleging that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019, bearing Contract Reference Number SLG-VTS-2019-0315 (the "TSA"), entered into between Stonefield and Vantor Transport Services LLC ("VTS"), a wholly owned subsidiary of Vantor Holdings Corp. The TSA governed the provision of certain freight management, last-mile delivery, and intermodal transportation services by VTS on behalf of Stonefield across multiple geographic regions.

In its Complaint, Vantor asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and seeks damages in the approximate aggregate amount of $95.4 million, inclusive of alleged liquidated damages under the TSA, lost profits, stranded asset costs related to dedicated fleet assets and leased warehouse facilities, workforce reduction and severance costs, and mitigation expenses.

Stonefield's position, as we understand it based on our preliminary review, is that the Company's termination of the TSA was validly effected for Cause under Section 13.1 of the TSA, following VTS's sustained and uncured material breach of its service level obligations as set forth in Exhibits C and D to the TSA, including persistent failures to meet on-time delivery metrics, damage rate thresholds, and reporting requirements over a period of more than twelve consecutive months, despite multiple written cure notices issued by Stonefield in accordance with the TSA's cure provisions.

B. Services to Be Provided

The Firm will provide all legal services reasonably necessary and appropriate to defend Stonefield in the Vantor litigation, including but not limited to the following:

(a) Thorough analysis of the Complaint and all subsequent pleadings, motions, and filings by Vantor or any other party;

(b) Preparation and filing of responsive pleadings, including the Answer, assertion of affirmative defenses, and counterclaims against Vantor, Vantor Transport Services LLC, or other parties as may be appropriate based on the facts and circumstances of the case;

(c) Preparation and filing of pre-answer motions, including motions to dismiss any or all of Vantor's claims, to the extent supported by applicable law and the factual record;

(d) Conduct of all phases of discovery, including the preparation and service of document requests, interrogatories, and requests for admission; response to Vantor's discovery demands; review and production of documents and electronically stored information ("ESI"); and the taking, defending, and summarizing of depositions of fact witnesses;

(e) Retention and management of expert witnesses, including damages rebuttal experts, transportation industry experts, and any other experts whose testimony may be necessary or beneficial to the defense, subject to the Company's approval of expert selection and fees;

(f) Engagement and oversight of eDiscovery vendors for the collection, processing, hosting, review, and production of ESI, including management of technology-assisted review workflows and quality control protocols;

(g) All motion practice necessary to protect the Company's interests, including discovery-related motions, motions in limine, and dispositive motions such as motions for summary judgment;

(h) Settlement analysis, valuation, and negotiation, as directed by the Company, including the preparation of mediation submissions and participation in any court-ordered or voluntary mediation or settlement conference;

(i) Trial preparation and trial representation, including the preparation of trial exhibits, witness outlines, jury instructions, and all other trial-related materials, and the conduct of trial proceedings before the Court;

(j) Post-trial motions, including motions for judgment as a matter of law, motions for a new trial, and any other post-verdict proceedings; and

(k) Participation in any related appellate proceedings arising from this matter, subject to the execution of a separate engagement letter specifically addressing appellate work, as discussed below.

C. Limitations on Scope

The scope of this engagement is limited to the defense of the captioned action as described above. This engagement does not encompass, and the Firm shall have no obligation to provide legal services with respect to, the following:

(i) Affirmative litigation by Stonefield against Vantor or any third party outside the scope of the captioned action, except for counterclaims asserted by Stonefield within the action itself;

(ii) Any regulatory or governmental investigation, inquiry, or enforcement proceeding arising out of or related to the same facts, transactions, or circumstances at issue in the Vantor litigation;

(iii) Any insurance coverage dispute, claim, or litigation relating to potential coverage for the Vantor claims under any insurance policy maintained by the Company, including without limitation any directors and officers liability, errors and omissions, or commercial general liability policies;

(iv) Any advice, counsel, or legal services relating to the Stonefield credit facility with Lakeshore National Bank (Reference No. LNB-SLG-2017-CA-4402), except to the extent that the Firm provides incidental guidance regarding the Company's litigation notification or disclosure obligations under such credit facility; and

(v) Any tax advice or tax planning services.

The Firm further notes that Ashford Meridian LLP previously served as Stonefield's transactional counsel in connection with the drafting, negotiation, and execution of the original Transportation Services Agreement and provided the Company with initial pre-litigation guidance prior to the filing of the Vantor Complaint. This engagement supersedes and replaces Ashford Meridian LLP's role with respect to the litigation defense of the Vantor claims. The Company may, of course, continue to consult with Ashford Meridian on non-litigation commercial matters at its discretion, and the Firm will coordinate with Ashford Meridian as necessary to obtain relevant transactional background, work product, and files, with the Company's authorization.

If any of the matters described above as outside the scope of this engagement should arise and require legal attention, the Firm would be pleased to discuss a supplemental or separate engagement to address those needs.

III. STAFFING

The Firm will staff this matter with the following professionals, who bring substantial experience in complex commercial litigation, contract disputes, and the logistics and transportation sector:

From time to time, additional attorneys, paralegals, or support staff may be assigned to the matter as the needs of the engagement require. This may include, for example, the assignment of additional associates to handle specific depositions, the engagement of subject-matter specialists within the Firm for discrete legal issues, or the temporary augmentation of the document review team during periods of heightened discovery activity. The Company will be notified of any material staffing changes, and the Firm will endeavor at all times to maintain continuity in the core engagement team throughout the duration of the matter.

IV. BILLING RATES AND FEE ARRANGEMENTS

A. Standard Hourly Rates

The Firm will bill for professional services rendered in this matter on an hourly basis. The following table sets forth the standard hourly rates and applicable rates (after any discount, as described below) for each timekeeper assigned to the matter for the current calendar year (2022):

If additional timekeepers are assigned to the matter, the Company will be advised of their names, roles, and applicable billing rates at the time of assignment.

B. Ridgeline Portfolio discount

In recognition of Stonefield's status as a portfolio company of Ridgeline Capital Partners, LP, and consistent with the Firm's standing arrangement for Ridgeline portfolio companies, the Firm extends a ten percent (10%) courtesy discount on associate-level billing rates. This discount applies to the hourly rates of all Senior Associates, Associates, and Contract Associates assigned to the matter, as reflected in the rate table above.

Partner rates and paralegal/litigation support rates are not subject to the portfolio company discount.

The application of this discount reflects the Firm's appreciation for the broader relationship with the Ridgeline platform and the Firm's desire to provide cost-effective representation to companies within the Ridgeline portfolio.

C. Rate Adjustments

The Firm's standard hourly rates are subject to annual review and adjustment, which typically takes effect on January 1 of each calendar year. Any rate adjustments reflect changes in market conditions, the experience levels of individual timekeepers, and other factors bearing on the cost of providing high-quality legal services.

The Company will be notified in writing of any rate changes at least thirty (30) days in advance of the effective date of such changes. The Ridgeline portfolio discount percentage of ten percent (10%) on associate-level rates will remain in effect for the duration of this engagement, unless modified by mutual written agreement of the parties. Any rate adjustment will be applied to the then-current standard rate, with the portfolio discount applied thereafter.

V. COSTS AND DISBURSEMENTS

In addition to professional fees for legal services, the Company will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the matter. Such costs and disbursements include, but are not limited to, the following:

• Court filing fees and service of process costs;

• Deposition transcription fees, real-time court reporting charges, videography fees, and related transcript reproduction and delivery costs;

• Expert witness fees and expenses, including fees payable to Kensington Analytics Group LLC (or any other expert consulting or testifying firm retained in connection with the matter) for damages analysis, rebuttal opinions, report preparation, deposition testimony, and trial testimony;

• eDiscovery vendor fees and expenses, including fees payable to Pinnacle Forensics LLC (Project ID: PF-SLG-2022-0914) for forensic data collection, ESI processing, document hosting, review platform access, analytics tools, and production formatting;

• Travel expenses incurred in connection with court appearances, depositions, client meetings, witness preparation sessions, and other matter-related activities, including airfare, lodging, ground transportation, and reasonable meal expenses, all in accordance with the Firm's standard travel reimbursement policies;

• Photocopying, printing, and document reproduction costs, including costs associated with the preparation and assembly of court filings, exhibit binders, and production sets;

• Overnight delivery, courier, and messenger charges;

• Online legal research charges, including charges for access to Westmark Data Systems, Sundial Solutions, PACER, and other legal research databases;

• Process server fees and related service of process expenses; and

• Any other reasonable out-of-pocket costs directly related to the matter.

With respect to major cost items — defined for these purposes as any single cost item or related group of cost items individually or in the aggregate exceeding Twenty-Five Thousand Dollars ($25,000) — the Firm will discuss such costs with the Company and obtain the Company's advance approval before committing to the expenditure.

Expert witness retention will be subject to separate engagement letters entered into between the Firm (acting on behalf of Stonefield) and the expert or expert firm. Copies of all expert engagement letters will be provided to the Company for review and approval, and the Company will retain ultimate decision-making authority over the selection and retention of experts.

VI. BILLING AND PAYMENT TERMS

A. Invoicing. The Firm will render invoices to the Company on a monthly basis. Invoices will be prepared and provided on or about the fifteenth (15th) day of each calendar month for professional services rendered and costs and disbursements incurred during the preceding calendar month.

Each invoice will contain a detailed description of the services performed by each timekeeper, including the date on which the services were rendered, the number of hours expended (in tenths of an hour), a narrative description of the work performed, and the applicable hourly rate. Invoices will also include an itemized statement of all costs and disbursements incurred during the billing period.

Invoices will be addressed to the attention of Tobias Wren, General Counsel, at the Company's principal address set forth above, unless the Company designates an alternative billing address or contact. The Firm can accommodate electronic invoice submission through LEDES or other billing formats utilized by the Company, upon request.

B. Payment. Invoices are due and payable within thirty (30) calendar days of receipt by the Company. The Firm respectfully requests that the Company process all invoices within this payment window to ensure timely administration of the engagement.

Payments may be remitted by check to Calderwood & Harkness LLP at the address set forth above, or by wire transfer to a bank account to be separately designated by the Firm. Wire transfer instructions will be provided upon request.

In the event that any invoice remains unpaid for more than sixty (60) calendar days after the date of receipt, the Firm reserves the right to charge interest on the outstanding balance at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date payment was due until the date payment is received. The Firm will provide written notice before assessing any interest charges and will afford the Company a reasonable opportunity to address any payment issues.

C. Retainer. No retainer or advance deposit against fees is required at this time. The Firm reserves the right to request a retainer or advance deposit if circumstances warrant, including, without limitation, if the Company fails to make timely payment of invoices or if the matter enters a phase requiring significant expenditures within a compressed time frame. Any retainer received will be deposited in the Firm's client trust account and applied against future invoices in accordance with applicable rules governing attorney trust accounts.

D. Fee Disputes

The Firm is committed to maintaining a transparent and constructive billing relationship with the Company. Any questions, concerns, or disputes regarding the Firm's invoices should be raised promptly with Linda Osei, Billing Partner, or Samuel Eklund, Responsible Partner. The Firm will address all billing inquiries in a timely and thorough manner and will work cooperatively with the Company to resolve any questions.

In the event that the Company disputes a specific charge on an invoice, the Company agrees to pay the undisputed portion of the invoice within the standard payment terms while the disputed charge is being reviewed and resolved.

VII. ESTIMATED BUDGET

Based on an initial assessment of the matter — and recognizing that litigation is inherently unpredictable and that the ultimate costs of the engagement will depend on range factors, including the scope and complexity of discovery, the number and duration of depositions, the resolution of any pre-trial motions, the involvement of expert witnesses, and the disposition of the case through settlement, summary judgment, or trial — the Firm provides the following preliminary budget estimate for the defense of the Vantor action through summary judgment disposition:

The professional fee estimate is further broken out by approximate litigation phase as follows:

This budget estimate does not include fees or costs associated with any appellate proceedings that may follow the trial court's disposition of the matter.

This estimate is preliminary in nature and is subject to revision based on case developments, including but not limited to the volume of discoverable documents, the number and location of deponents, the positions taken by Vantor in discovery and motion practice, rulings by the Court, and any amendments to the pleadings. A separate, more detailed budget memorandum will be prepared by Linda Osei and provided to the Company under separate cover within approximately thirty (30) days of the date of this letter.

To facilitate the Company's financial planning and budgeting, the Firm will provide the Company with quarterly billing summaries and periodic budget-to-actual comparisons, which will track cumulative fees and costs against the budget by litigation phase. The Firm will communicate promptly with the Company if material developments in the case suggest that the estimated budget will be materially exceeded, and will discuss any appropriate adjustments or alternative strategies to manage costs.

VIII. CLIENT RESPONSIBILITIES AND COOPERATION

The effective defense of this matter will require the active cooperation of Stonefield and its personnel. The Company agrees to fulfill the following responsibilities in connection with the engagement:

(a) Cooperation. The Company will cooperate fully with the Firm in the defense of the matter, including making its officers, directors, employees, agents, and consultants available for interviews, witness preparation sessions, depositions, and, if necessary, testimony at trial, at reasonable times and with reasonable notice.

(b) Document and Information Production. The Company will promptly provide to the Firm all documents, data, electronically stored information, and other materials reasonably requested by the Firm in connection with the defense, including documents relating to the TSA, the Company's relationship with VTS and Vantor, the termination of the TSA, service level performance records, correspondence, internal communications, financial records, and any other categories of information identified by the Firm as relevant to the defense.

(c) Litigation Hold. The Company will implement and maintain a comprehensive litigation hold on all documents and electronically stored information related to the Vantor relationship, the TSA, the termination of the TSA, and related communications, in accordance with the Company's document preservation obligations under applicable law. A detailed Litigation Hold Memorandum will be issued by the Firm concurrently with, or shortly following, the execution of this engagement letter, and the Company agrees to distribute the litigation hold notice to all relevant custodians and to take all reasonable steps to ensure compliance.

(d) Notification of Communications. The Company will promptly notify the Firm of any communications received from Vantor, Vantor's counsel (currently Caldwell Royce & Shapiro LLP, or any successor counsel), or the Court relating to the captioned action or the subject matter thereof.

(e) Notification of Material Developments. The Company will promptly notify the Firm of any facts, circumstances, events, or developments that may be material to the defense, including without limitation any related claims, threatened claims, investigations, regulatory inquiries, insurance claims, or other proceedings involving the Company that relate to or may bear upon the Vantor litigation.

(f) Direct Communications. The Company will not communicate directly with Vantor Holdings Corp., Vantor Transport Services LLC, or their respective counsel regarding the subject matter of the litigation without prior consultation with the Firm. All substantive communications with opposing parties and their counsel should be directed through or coordinated with the Firm to ensure consistency of position and to protect the Company's legal interests.

IX. CONFIDENTIALITY AND PRIVILEGE

All communications between the Company and the Firm in connection with this engagement are subject to the attorney-client privilege and shall be treated as strictly confidential. The attorney-client privilege attaches to communications made for the purpose of seeking or providing legal advice and is a fundamental protection that must be carefully preserved throughout the engagement.

All work product prepared by the Firm in connection with this matter — including legal memoranda, research analysis, litigation strategy documents, draft pleadings, and internal case assessments — is protected by the attorney work product doctrine and shall be treated as confidential and privileged.

The Company should take care to preserve the confidentiality of privileged communications by limiting distribution of such communications to those persons within the Company who have a legitimate need to know in connection with the defense of the matter. Privileged communications should not be forwarded to individuals outside the Company, disclosed in non-privileged settings, or included in broadly distributed reports or memoranda without first consulting with the Firm regarding the potential implications for privilege.

With respect to communications with representatives of Ridgeline Capital Partners regarding this litigation, the Firm advises as follows: any such communications should be made at the Company's express direction and should be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION." If the Company anticipates that extensive sharing of privileged information with Ridgeline will be necessary or desirable — for example, in connection with board reporting, investment committee updates, or strategic oversight — the Firm strongly recommends the establishment of a common-interest agreement or joint-defense protocol between the Company and Ridgeline to provide an additional layer of protection against any argument that the sharing of privileged materials with Ridgeline waived the privilege. The Firm will advise on the appropriate structure and documentation for any such arrangement.

The Firm will continue to advise the Company on appropriate privilege protections as the matter proceeds, including in connection with the review and production of documents in discovery.

X. CONFLICTS OF INTEREST

The Firm has conducted a comprehensive conflicts-of-interest check in connection with this engagement and confirms that it has identified no conflicts of interest that would preclude its representation of Stonefield Logistics Group Inc. in this matter.

Specifically, the Firm has no prior or current matters involving Vantor Holdings Corp., Vantor Transport Services LLC, or any of their affiliates, subsidiaries, officers, or directors. The Firm has no financial interest, business relationship, or other connection with any Vantor entity that would give rise to a conflict or the appearance of a conflict.

As noted above, Ridgeline Capital Partners, LP is an existing client of the Firm in other, unrelated matters. The Firm has carefully evaluated whether its concurrent representation of Ridgeline in those matters and its representation of Stonefield in this engagement give rise to any actual or potential conflict of interest. Based on that evaluation, the Firm has concluded that no such conflict exists, as the matters are unrelated, the interests of Ridgeline and Stonefield in this litigation are aligned, and the Firm's representation of Stonefield does not create any duty or obligation to Ridgeline with respect to this matter. Appropriate clearance has been obtained from both Stonefield and Ridgeline Capital Partners in accordance with the applicable provisions of the New York Rules of Professional Conduct.

In the event that a conflict of interest arises during the course of this engagement — whether due to changes in the parties, the claims, or the circumstances — the Firm will promptly notify the Company and take all appropriate steps to address the conflict, which may include seeking the informed written consent of all affected parties where permissible, implementing appropriate ethical screens, or, if the conflict cannot be resolved, withdrawing from the representation in accordance with applicable rules and procedures.

XI. COMMUNICATION PROTOCOL

Effective communication between the Firm and the Company is essential to the successful defense of this matter. The following communication protocols will be observed:

Firm Contacts. Samuel Eklund will serve as the primary point of contact for the engagement and will be responsible for all significant strategic decisions, major client communications, and escalated matters. Patrick Gallagher, as Lead Associate, will handle day-to-day communications with the Company regarding case developments, discovery matters, scheduling, and routine updates. Both Mr. Eklund and Mr. Gallagher may be reached at the Firm's main telephone number or by email at the addresses to be provided separately.

Company Contacts. Tobias Wren, General Counsel, will serve as the Company's primary point of contact for all engagement-related matters. Additional Company contacts may be designated by Mr. Wren from time to time as needed, and the Firm will direct communications accordingly.

Ridgeline Capital Partners. At the Company's direction, the Firm will provide periodic updates and copies of significant filings, court orders, and correspondence to the following representatives of Ridgeline Capital Partners: (i) Alison Trang, Partner at Ridgeline Capital Partners and member of the Stonefield Board of Directors; and (ii) Douglas Whitmore, Managing Partner of Ridgeline Capital Partners. Such communications will be provided in accordance with the privilege protections described in Section IX above.

Status Reports. The Firm will provide monthly written status reports to the Company's General Counsel summarizing key developments in the matter, upcoming deadlines, recent and anticipated expenditures, and strategic considerations. These reports will be transmitted by email or secure document-sharing platform, as the Company prefers.

Material Developments. Material developments in the case — including significant court rulings, dispositive motion decisions, major discovery events, subpoenas, settlement communications or offers, and scheduling orders — will be communicated to the Company promptly by email or telephone, without waiting for the next monthly status report.

XII. TERMINATION OF ENGAGEMENT

Either the Company or the Firm may terminate this engagement at any time, subject to the following provisions and to applicable ethical rules and court procedures.

Termination by the Company. The Company may terminate the Firm's engagement at any time by providing written notice to the Firm. In the event of such termination, the Company will remain responsible for payment of all professional fees and costs incurred through the date of termination, as well as any fees or costs reasonably incurred by the Firm in connection with the orderly transition of the matter to successor counsel.

Withdrawal by the Firm. If the Firm determines that it must or should withdraw from the representation — whether due to the emergence of a conflict of interest, a material breakdown in the attorney-client relationship, nonpayment of fees, or any other reason recognized under the applicable rules of professional conduct — the Firm will do so in compliance with the New York Rules of Professional Conduct and any applicable rules of the United States District Court for the Southern District of New York, including by filing a motion to withdraw if required by the Court. The Firm will provide reasonable notice to the Company and will cooperate fully to ensure an orderly transition to successor counsel, including making files and work product available, preparing a case status memorandum, and responding to reasonable inquiries from successor counsel.

Return of Files. Upon termination of the engagement, the Firm will return or make available to the Company all original client documents and files. The Firm retains the right to keep copies of all files, work product, and correspondence for its own records, as permitted and required by applicable professional obligations and the Firm's document retention policies.

XIII. GOVERNING LAW

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Any disputes arising out of or relating to this engagement, the Firm's representation of the Company, or the terms and conditions of this letter, shall be subject to the exclusive jurisdiction of the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts.

XIV. DOCUMENT RETENTION

Upon the conclusion of the matter, whether by settlement, judgment, or otherwise, the Firm will retain the engagement file in accordance with its standard document retention policies, which currently provide for a minimum retention period of seven (7) years from the date of matter closing. After the expiration of the retention period, the Firm may dispose of the file in accordance with its standard procedures, unless the Company has requested the return of the file or specific materials within it.

The Company may request the return of original documents at any time during the engagement or the retention period, and the Firm will comply with such requests promptly.

XV. ACCEPTANCE AND EXECUTION

If the terms and conditions set forth in this engagement letter are acceptable, please indicate the Company's agreement by signing in the space provided below and returning a fully executed copy of this letter to:

Samuel Eklund, Partner Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166

An executed copy may be returned by hand delivery, overnight courier, or scanned electronic copy (with original to follow), directed to Samuel Eklund's attention.

This engagement shall be deemed effective as of September 1, 2022, upon execution by both parties.

We look forward to receiving your executed copy at your earliest convenience so that we may proceed promptly with the defense of this matter.

XVI. ENCLOSURES

The following documents are enclosed with or will follow this engagement letter:

1. Litigation Hold Memorandum (dated September 2, 2022) — to be distributed by the Company to all relevant custodians and departments in accordance with the instructions set forth therein.

2. Preliminary Litigation Budget Memorandum — to be prepared and provided under separate cover by Linda Osei, Billing Partner, within approximately thirty (30) days of the date of this letter.

For the record, the Firm's internal Conflict Check Memorandum has been prepared and retained in the Firm's files; a copy is not enclosed with the client copy of this letter but is available for review upon request.

XVII. CLOSING

We are confident in the strength of Stonefield's defense position and in the Company's ability to demonstrate that the termination of the TSA was justified under the express terms of the agreement. The Firm is committed to providing vigorous, strategic, and cost-effective representation throughout all phases of this matter.

Should you have any questions regarding this engagement letter or any other aspect of the representation, please do not hesitate to contact me directly, or to reach out to Patrick Gallagher, who will be available to address your questions on a day-to-day basis.

We look forward to working closely with you and the Stonefield team on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Samuel Eklund

Title: Partner, Litigation (General)

Date: ________

ACCEPTED AND AGREED

By signing below, the undersigned, on behalf of Stonefield Logistics Group Inc., confirms that the undersigned has the authority to bind the Company and hereby accepts and agrees to the terms and conditions of the engagement set forth in this letter, effective as of September 1, 2022.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Tobias Wren

Title: General Counsel

Date: ________

Please return a signed copy to: Samuel Eklund, Partner, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166. Matter No. 1012-00005.

Name	Role	Title
Samuel Eklund	Responsible Partner — overall strategic direction, supervision, key court appearances, and client relationship management	Partner, Litigation (General)
Linda Osei	Billing Partner — billing administration, budget oversight, and financial reporting for the engagement	Partner, Litigation (General)
Patrick Gallagher	Lead Associate — day-to-day case management, drafting of pleadings and motions, discovery coordination, deposition preparation and conduct	Senior Associate, Litigation (General)
Simone Laroche	Working Associate — legal research, preparation of memoranda of law, oversight of document review workflow, and motion drafting support	Associate, Litigation (General)
Helen Tsao	Senior Paralegal — document management, privilege log maintenance, deposition logistics, cite-checking, and trial support	Senior Paralegal
David Moretti	Litigation Support / eDiscovery Manager — coordination with eDiscovery vendors, management of technology-assisted review, data processing and hosting oversight	Litigation Support
Kara Nystrom	Contract Associate — first-pass document review, initial privilege and responsiveness designations, and review quality control	Contract Associate
Timekeeper	Standard Rate (2022)	Applicable Rate (After discount)
Samuel Eklund (Partner)	$1,275.00/hour	$1,275.00/hour
Linda Osei (Partner)	$1,175.00/hour	$1,175.00/hour
Patrick Gallagher (Senior Associate)	$825.00/hour	$742.50/hour
Simone Laroche (Associate)	$650.00/hour	$585.00/hour
Helen Tsao (Senior Paralegal)	$375.00/hour	$375.00/hour
David Moretti (Litigation Support)	$375.00/hour	$375.00/hour
Kara Nystrom (Contract Associate)	$425.00/hour	$382.50/hour
Category	Estimated Range
Professional Fees	$3,500,000 – $5,200,000
Costs and Disbursements	$400,000 – $750,000
Total Estimated Range	$3,900,000 – $5,950,000
Litigation Phase	Estimated Fee Range
Pleadings and initial motions practice (including Motion to Dismiss)	$250,000 – $400,000
Fact discovery (document production, interrogatories, requests for admission)	$800,000 – $1,200,000
Depositions (preparation, conduct, and summarization)	$600,000 – $900,000
Expert discovery (retention, report preparation, rebuttal)	$400,000 – $650,000

Dispositive motions (summary judgment briefing)	$500,000 – $750,000
Trial preparation and trial (if necessary)	$900,000 – $1,300,000

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
Telephone: (212) 506-7000 Facsimile: (212) 506-7001
September 1, 2022
Tobias Wren, Esq. General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102
Re: Engagement of Calderwood & Harkness LLP — Defense of *Vantor Holdings Corp. v. Stonefield Logistics Group Inc.*, Case No. 22-cv-07841 (U.S. District Court for the Southern District of New York)
Matter No.: 1012-00005
Dear Mr. Wren:
We appreciate the opportunity to represent Stonefield Logistics Group Inc. ("Stonefield," "SLG," or the "Company") in connection with the above-referenced matter. We value the trust and confidence the Company has placed in Calderwood & Harkness LLP, and we look forward to providing the highest quality legal representation in defense of the claims asserted by Vantor Holdings Corp.
The purpose of this letter is to confirm the terms and conditions of the Firm's engagement as defense counsel for Stonefield in this matter. This letter, upon execution by both parties, shall constitute a binding agreement between Calderwood & Harkness LLP (the "Firm" or "C&H") and Stonefield Logistics Group Inc. governing the Firm's representation of the Company in the captioned litigation. We ask that you review the terms set forth below carefully and, if they are acceptable, execute and return a countersigned copy of this letter in accordance with the instructions set forth in Section XVI.
I. IDENTIFICATION OF THE CLIENT
The Firm's client in this engagement is Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, Employer Identification Number 83-2947106.
The Company's primary contact for purposes of this engagement shall be Tobias Wren, General Counsel.
It is important to note that this engagement is with Stonefield Logistics Group Inc. only. The Firm does not, by virtue of this engagement, represent any affiliate, subsidiary, parent company, shareholder, officer, director, or employee of the Company in this matter, unless such representation is separately agreed upon in writing. The scope of the attorney-client relationship created by this letter extends exclusively to the Company as a corporate entity.
Specifically, and for the avoidance of doubt, this engagement does not extend to Ridgeline Capital Partners, LP, Ridgeline Fund III, LP, or any other entity within the Ridgeline Capital Partners family of funds and affiliated entities, notwithstanding Ridgeline's status as the majority equity holder of Stonefield. The Firm wishes to note that Ridgeline Capital Partners, LP is an existing client of the Firm in other, unrelated matters. Appropriate conflicts clearance has been obtained in accordance with the applicable Rules of Professional Conduct, as discussed further in Section XI of this letter.
The Firm acknowledges that, at the Company's direction and with the Company's express authorization, the Firm may from time to time provide updates, reports, and other communications regarding this matter to designated representatives of Ridgeline Capital Partners. However, such communications shall not create, and shall not be construed as creating, an attorney-client relationship between the Firm and Ridgeline Capital Partners, LP, Ridgeline Fund III, LP, or any other Ridgeline entity with respect to this matter. Any such communications shall be made on behalf of, and at the direction of, Stonefield Logistics Group Inc. as the Firm's sole client in this engagement.
II. SCOPE OF ENGAGEMENT
A. Description of the Matter
The Firm is being engaged to defend Stonefield Logistics Group Inc. against the claims asserted by Vantor Holdings Corp. ("Vantor") in the civil action captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, currently pending in the United States District Court for the Southern District of New York, assigned to the Honorable Margaret T. Calloway, United States District Judge.
By way of background, Vantor filed a Complaint in this action on or about August 12, 2022, alleging that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019, bearing Contract Reference Number SLG-VTS-2019-0315 (the "TSA"), entered into between Stonefield and Vantor Transport Services LLC ("VTS"), a wholly owned subsidiary of Vantor Holdings Corp. The TSA governed the provision of certain freight management, last-mile delivery, and intermodal transportation services by VTS on behalf of Stonefield across multiple geographic regions.
In its Complaint, Vantor asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and seeks damages in the approximate aggregate amount of $95.4 million, inclusive of alleged liquidated damages under the TSA, lost profits, stranded asset costs related to dedicated fleet assets and leased warehouse facilities, workforce reduction and severance costs, and mitigation expenses.
Stonefield's position, as we understand it based on our preliminary review, is that the Company's termination of the TSA was validly effected for Cause under Section 13.1 of the TSA, following VTS's sustained and uncured material breach of its service level obligations as set forth in Exhibits C and D to the TSA, including persistent failures to meet on-time delivery metrics, damage rate thresholds, and reporting requirements over a period of more than twelve consecutive months, despite multiple written cure notices issued by Stonefield in accordance with the TSA's cure provisions.
B. Services to Be Provided
The Firm will provide all legal services reasonably necessary and appropriate to defend Stonefield in the Vantor litigation, including but not limited to the following:
(a) Thorough analysis of the Complaint and all subsequent pleadings, motions, and filings by Vantor or any other party;
(b) Preparation and filing of responsive pleadings, including the Answer, assertion of affirmative defenses, and counterclaims against Vantor, Vantor Transport Services LLC, or other parties as may be appropriate based on the facts and circumstances of the case;
(c) Preparation and filing of pre-answer motions, including motions to dismiss any or all of Vantor's claims, to the extent supported by applicable law and the factual record;
(d) Conduct of all phases of discovery, including the preparation and service of document requests, interrogatories, and requests for admission; response to Vantor's discovery demands; review and production of documents and electronically stored information ("ESI"); and the taking, defending, and summarizing of depositions of fact witnesses;
(e) Retention and management of expert witnesses, including damages rebuttal experts, transportation industry experts, and any other experts whose testimony may be necessary or beneficial to the defense, subject to the Company's approval of expert selection and fees;
(f) Engagement and oversight of eDiscovery vendors for the collection, processing, hosting, review, and production of ESI, including management of technology-assisted review workflows and quality control protocols;
(g) All motion practice necessary to protect the Company's interests, including discovery-related motions, motions in limine, and dispositive motions such as motions for summary judgment;
(h) Settlement analysis, valuation, and negotiation, as directed by the Company, including the preparation of mediation submissions and participation in any court-ordered or voluntary mediation or settlement conference;
(i) Trial preparation and trial representation, including the preparation of trial exhibits, witness outlines, jury instructions, and all other trial-related materials, and the conduct of trial proceedings before the Court;
(j) Post-trial motions, including motions for judgment as a matter of law, motions for a new trial, and any other post-verdict proceedings; and
(k) Participation in any related appellate proceedings arising from this matter, subject to the execution of a separate engagement letter specifically addressing appellate work, as discussed below.
C. Limitations on Scope
The scope of this engagement is limited to the defense of the captioned action as described above. This engagement does not encompass, and the Firm shall have no obligation to provide legal services with respect to, the following:
(i) Affirmative litigation by Stonefield against Vantor or any third party outside the scope of the captioned action, except for counterclaims asserted by Stonefield within the action itself;
(ii) Any regulatory or governmental investigation, inquiry, or enforcement proceeding arising out of or related to the same facts, transactions, or circumstances at issue in the Vantor litigation;
(iii) Any insurance coverage dispute, claim, or litigation relating to potential coverage for the Vantor claims under any insurance policy maintained by the Company, including without limitation any directors and officers liability, errors and omissions, or commercial general liability policies;
(iv) Any advice, counsel, or legal services relating to the Stonefield credit facility with Lakeshore National Bank (Reference No. LNB-SLG-2017-CA-4402), except to the extent that the Firm provides incidental guidance regarding the Company's litigation notification or disclosure obligations under such credit facility; and
(v) Any tax advice or tax planning services.
The Firm further notes that Ashford Meridian LLP previously served as Stonefield's transactional counsel in connection with the drafting, negotiation, and execution of the original Transportation Services Agreement and provided the Company with initial pre-litigation guidance prior to the filing of the Vantor Complaint. This engagement supersedes and replaces Ashford Meridian LLP's role with respect to the litigation defense of the Vantor claims. The Company may, of course, continue to consult with Ashford Meridian on non-litigation commercial matters at its discretion, and the Firm will coordinate with Ashford Meridian as necessary to obtain relevant transactional background, work product, and files, with the Company's authorization.
If any of the matters described above as outside the scope of this engagement should arise and require legal attention, the Firm would be pleased to discuss a supplemental or separate engagement to address those needs.
III. STAFFING
The Firm will staff this matter with the following professionals, who bring substantial experience in complex commercial litigation, contract disputes, and the logistics and transportation sector:
From time to time, additional attorneys, paralegals, or support staff may be assigned to the matter as the needs of the engagement require. This may include, for example, the assignment of additional associates to handle specific depositions, the engagement of subject-matter specialists within the Firm for discrete legal issues, or the temporary augmentation of the document review team during periods of heightened discovery activity. The Company will be notified of any material staffing changes, and the Firm will endeavor at all times to maintain continuity in the core engagement team throughout the duration of the matter.
IV. BILLING RATES AND FEE ARRANGEMENTS
A. Standard Hourly Rates
The Firm will bill for professional services rendered in this matter on an hourly basis. The following table sets forth the standard hourly rates and applicable rates (after any discount, as described below) for each timekeeper assigned to the matter for the current calendar year (2022):
If additional timekeepers are assigned to the matter, the Company will be advised of their names, roles, and applicable billing rates at the time of assignment.
B. Ridgeline Portfolio discount
In recognition of Stonefield's status as a portfolio company of Ridgeline Capital Partners, LP, and consistent with the Firm's standing arrangement for Ridgeline portfolio companies, the Firm extends a ten percent (10%) courtesy discount on associate-level billing rates. This discount applies to the hourly rates of all Senior Associates, Associates, and Contract Associates assigned to the matter, as reflected in the rate table above.
Partner rates and paralegal/litigation support rates are not subject to the portfolio company discount.
The application of this discount reflects the Firm's appreciation for the broader relationship with the Ridgeline platform and the Firm's desire to provide cost-effective representation to companies within the Ridgeline portfolio.
C. Rate Adjustments
The Firm's standard hourly rates are subject to annual review and adjustment, which typically takes effect on January 1 of each calendar year. Any rate adjustments reflect changes in market conditions, the experience levels of individual timekeepers, and other factors bearing on the cost of providing high-quality legal services.
The Company will be notified in writing of any rate changes at least thirty (30) days in advance of the effective date of such changes. The Ridgeline portfolio discount percentage of ten percent (10%) on associate-level rates will remain in effect for the duration of this engagement, unless modified by mutual written agreement of the parties. Any rate adjustment will be applied to the then-current standard rate, with the portfolio discount applied thereafter.
V. COSTS AND DISBURSEMENTS
In addition to professional fees for legal services, the Company will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the matter. Such costs and disbursements include, but are not limited to, the following:
•  Court filing fees and service of process costs;
•  Deposition transcription fees, real-time court reporting charges, videography fees, and related transcript reproduction and delivery costs;
•  Expert witness fees and expenses, including fees payable to Kensington Analytics Group LLC (or any other expert consulting or testifying firm retained in connection with the matter) for damages analysis, rebuttal opinions, report preparation, deposition testimony, and trial testimony;
•  eDiscovery vendor fees and expenses, including fees payable to Pinnacle Forensics LLC (Project ID: PF-SLG-2022-0914) for forensic data collection, ESI processing, document hosting, review platform access, analytics tools, and production formatting;
•  Travel expenses incurred in connection with court appearances, depositions, client meetings, witness preparation sessions, and other matter-related activities, including airfare, lodging, ground transportation, and reasonable meal expenses, all in accordance with the Firm's standard travel reimbursement policies;
•  Photocopying, printing, and document reproduction costs, including costs associated with the preparation and assembly of court filings, exhibit binders, and production sets;
•  Overnight delivery, courier, and messenger charges;
•  Online legal research charges, including charges for access to Westmark Data Systems, Sundial Solutions, PACER, and other legal research databases;
•  Process server fees and related service of process expenses; and
•  Any other reasonable out-of-pocket costs directly related to the matter.
With respect to major cost items — defined for these purposes as any single cost item or related group of cost items individually or in the aggregate exceeding Twenty-Five Thousand Dollars ($25,000) — the Firm will discuss such costs with the Company and obtain the Company's advance approval before committing to the expenditure.
Expert witness retention will be subject to separate engagement letters entered into between the Firm (acting on behalf of Stonefield) and the expert or expert firm. Copies of all expert engagement letters will be provided to the Company for review and approval, and the Company will retain ultimate decision-making authority over the selection and retention of experts.
VI. BILLING AND PAYMENT TERMS
A. Invoicing.  The Firm will render invoices to the Company on a monthly basis. Invoices will be prepared and provided on or about the fifteenth (15th) day of each calendar month for professional services rendered and costs and disbursements incurred during the preceding calendar month.
Each invoice will contain a detailed description of the services performed by each timekeeper, including the date on which the services were rendered, the number of hours expended (in tenths of an hour), a narrative description of the work performed, and the applicable hourly rate. Invoices will also include an itemized statement of all costs and disbursements incurred during the billing period.
Invoices will be addressed to the attention of Tobias Wren, General Counsel, at the Company's principal address set forth above, unless the Company designates an alternative billing address or contact. The Firm can accommodate electronic invoice submission through LEDES or other billing formats utilized by the Company, upon request.
B. Payment.  Invoices are due and payable within thirty (30) calendar days of receipt by the Company. The Firm respectfully requests that the Company process all invoices within this payment window to ensure timely administration of the engagement.
Payments may be remitted by check to Calderwood & Harkness LLP at the address set forth above, or by wire transfer to a bank account to be separately designated by the Firm. Wire transfer instructions will be provided upon request.
In the event that any invoice remains unpaid for more than sixty (60) calendar days after the date of receipt, the Firm reserves the right to charge interest on the outstanding balance at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date payment was due until the date payment is received. The Firm will provide written notice before assessing any interest charges and will afford the Company a reasonable opportunity to address any payment issues.
C. Retainer.  No retainer or advance deposit against fees is required at this time. The Firm reserves the right to request a retainer or advance deposit if circumstances warrant, including, without limitation, if the Company fails to make timely payment of invoices or if the matter enters a phase requiring significant expenditures within a compressed time frame. Any retainer received will be deposited in the Firm's client trust account and applied against future invoices in accordance with applicable rules governing attorney trust accounts.
D. Fee Disputes
The Firm is committed to maintaining a transparent and constructive billing relationship with the Company. Any questions, concerns, or disputes regarding the Firm's invoices should be raised promptly with Linda Osei, Billing Partner, or Samuel Eklund, Responsible Partner. The Firm will address all billing inquiries in a timely and thorough manner and will work cooperatively with the Company to resolve any questions.
In the event that the Company disputes a specific charge on an invoice, the Company agrees to pay the undisputed portion of the invoice within the standard payment terms while the disputed charge is being reviewed and resolved.
VII. ESTIMATED BUDGET
Based on an initial assessment of the matter — and recognizing that litigation is inherently unpredictable and that the ultimate costs of the engagement will depend on range factors, including the scope and complexity of discovery, the number and duration of depositions, the resolution of any pre-trial motions, the involvement of expert witnesses, and the disposition of the case through settlement, summary judgment, or trial — the Firm provides the following preliminary budget estimate for the defense of the Vantor action through summary judgment disposition:
The professional fee estimate is further broken out by approximate litigation phase as follows:
This budget estimate does not include fees or costs associated with any appellate proceedings that may follow the trial court's disposition of the matter.
This estimate is preliminary in nature and is subject to revision based on case developments, including but not limited to the volume of discoverable documents, the number and location of deponents, the positions taken by Vantor in discovery and motion practice, rulings by the Court, and any amendments to the pleadings. A separate, more detailed budget memorandum will be prepared by Linda Osei and provided to the Company under separate cover within approximately thirty (30) days of the date of this letter.
To facilitate the Company's financial planning and budgeting, the Firm will provide the Company with quarterly billing summaries and periodic budget-to-actual comparisons, which will track cumulative fees and costs against the budget by litigation phase. The Firm will communicate promptly with the Company if material developments in the case suggest that the estimated budget will be materially exceeded, and will discuss any appropriate adjustments or alternative strategies to manage costs.
VIII. CLIENT RESPONSIBILITIES AND COOPERATION
The effective defense of this matter will require the active cooperation of Stonefield and its personnel. The Company agrees to fulfill the following responsibilities in connection with the engagement:
(a) Cooperation. The Company will cooperate fully with the Firm in the defense of the matter, including making its officers, directors, employees, agents, and consultants available for interviews, witness preparation sessions, depositions, and, if necessary, testimony at trial, at reasonable times and with reasonable notice.
(b) Document and Information Production. The Company will promptly provide to the Firm all documents, data, electronically stored information, and other materials reasonably requested by the Firm in connection with the defense, including documents relating to the TSA, the Company's relationship with VTS and Vantor, the termination of the TSA, service level performance records, correspondence, internal communications, financial records, and any other categories of information identified by the Firm as relevant to the defense.
(c) Litigation Hold. The Company will implement and maintain a comprehensive litigation hold on all documents and electronically stored information related to the Vantor relationship, the TSA, the termination of the TSA, and related communications, in accordance with the Company's document preservation obligations under applicable law. A detailed Litigation Hold Memorandum will be issued by the Firm concurrently with, or shortly following, the execution of this engagement letter, and the Company agrees to distribute the litigation hold notice to all relevant custodians and to take all reasonable steps to ensure compliance.
(d) Notification of Communications. The Company will promptly notify the Firm of any communications received from Vantor, Vantor's counsel (currently Caldwell Royce & Shapiro LLP, or any successor counsel), or the Court relating to the captioned action or the subject matter thereof.
(e) Notification of Material Developments. The Company will promptly notify the Firm of any facts, circumstances, events, or developments that may be material to the defense, including without limitation any related claims, threatened claims, investigations, regulatory inquiries, insurance claims, or other proceedings involving the Company that relate to or may bear upon the Vantor litigation.
(f) Direct Communications. The Company will not communicate directly with Vantor Holdings Corp., Vantor Transport Services LLC, or their respective counsel regarding the subject matter of the litigation without prior consultation with the Firm. All substantive communications with opposing parties and their counsel should be directed through or coordinated with the Firm to ensure consistency of position and to protect the Company's legal interests.
IX. CONFIDENTIALITY AND PRIVILEGE
All communications between the Company and the Firm in connection with this engagement are subject to the attorney-client privilege and shall be treated as strictly confidential. The attorney-client privilege attaches to communications made for the purpose of seeking or providing legal advice and is a fundamental protection that must be carefully preserved throughout the engagement.
All work product prepared by the Firm in connection with this matter — including legal memoranda, research analysis, litigation strategy documents, draft pleadings, and internal case assessments — is protected by the attorney work product doctrine and shall be treated as confidential and privileged.
The Company should take care to preserve the confidentiality of privileged communications by limiting distribution of such communications to those persons within the Company who have a legitimate need to know in connection with the defense of the matter. Privileged communications should not be forwarded to individuals outside the Company, disclosed in non-privileged settings, or included in broadly distributed reports or memoranda without first consulting with the Firm regarding the potential implications for privilege.
With respect to communications with representatives of Ridgeline Capital Partners regarding this litigation, the Firm advises as follows: any such communications should be made at the Company's express direction and should be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION." If the Company anticipates that extensive sharing of privileged information with Ridgeline will be necessary or desirable — for example, in connection with board reporting, investment committee updates, or strategic oversight — the Firm strongly recommends the establishment of a common-interest agreement or joint-defense protocol between the Company and Ridgeline to provide an additional layer of protection against any argument that the sharing of privileged materials with Ridgeline waived the privilege. The Firm will advise on the appropriate structure and documentation for any such arrangement.
The Firm will continue to advise the Company on appropriate privilege protections as the matter proceeds, including in connection with the review and production of documents in discovery.
X. CONFLICTS OF INTEREST
The Firm has conducted a comprehensive conflicts-of-interest check in connection with this engagement and confirms that it has identified no conflicts of interest that would preclude its representation of Stonefield Logistics Group Inc. in this matter.
Specifically, the Firm has no prior or current matters involving Vantor Holdings Corp., Vantor Transport Services LLC, or any of their affiliates, subsidiaries, officers, or directors. The Firm has no financial interest, business relationship, or other connection with any Vantor entity that would give rise to a conflict or the appearance of a conflict.
As noted above, Ridgeline Capital Partners, LP is an existing client of the Firm in other, unrelated matters. The Firm has carefully evaluated whether its concurrent representation of Ridgeline in those matters and its representation of Stonefield in this engagement give rise to any actual or potential conflict of interest. Based on that evaluation, the Firm has concluded that no such conflict exists, as the matters are unrelated, the interests of Ridgeline and Stonefield in this litigation are aligned, and the Firm's representation of Stonefield does not create any duty or obligation to Ridgeline with respect to this matter. Appropriate clearance has been obtained from both Stonefield and Ridgeline Capital Partners in accordance with the applicable provisions of the New York Rules of Professional Conduct.
In the event that a conflict of interest arises during the course of this engagement — whether due to changes in the parties, the claims, or the circumstances — the Firm will promptly notify the Company and take all appropriate steps to address the conflict, which may include seeking the informed written consent of all affected parties where permissible, implementing appropriate ethical screens, or, if the conflict cannot be resolved, withdrawing from the representation in accordance with applicable rules and procedures.
XI. COMMUNICATION PROTOCOL
Effective communication between the Firm and the Company is essential to the successful defense of this matter. The following communication protocols will be observed:
Firm Contacts. Samuel Eklund will serve as the primary point of contact for the engagement and will be responsible for all significant strategic decisions, major client communications, and escalated matters. Patrick Gallagher, as Lead Associate, will handle day-to-day communications with the Company regarding case developments, discovery matters, scheduling, and routine updates. Both Mr. Eklund and Mr. Gallagher may be reached at the Firm's main telephone number or by email at the addresses to be provided separately.
Company Contacts. Tobias Wren, General Counsel, will serve as the Company's primary point of contact for all engagement-related matters. Additional Company contacts may be designated by Mr. Wren from time to time as needed, and the Firm will direct communications accordingly.
Ridgeline Capital Partners. At the Company's direction, the Firm will provide periodic updates and copies of significant filings, court orders, and correspondence to the following representatives of Ridgeline Capital Partners: (i) Alison Trang, Partner at Ridgeline Capital Partners and member of the Stonefield Board of Directors; and (ii) Douglas Whitmore, Managing Partner of Ridgeline Capital Partners. Such communications will be provided in accordance with the privilege protections described in Section IX above.
Status Reports. The Firm will provide monthly written status reports to the Company's General Counsel summarizing key developments in the matter, upcoming deadlines, recent and anticipated expenditures, and strategic considerations. These reports will be transmitted by email or secure document-sharing platform, as the Company prefers.
Material Developments. Material developments in the case — including significant court rulings, dispositive motion decisions, major discovery events, subpoenas, settlement communications or offers, and scheduling orders — will be communicated to the Company promptly by email or telephone, without waiting for the next monthly status report.
XII. TERMINATION OF ENGAGEMENT
Either the Company or the Firm may terminate this engagement at any time, subject to the following provisions and to applicable ethical rules and court procedures.
Termination by the Company. The Company may terminate the Firm's engagement at any time by providing written notice to the Firm. In the event of such termination, the Company will remain responsible for payment of all professional fees and costs incurred through the date of termination, as well as any fees or costs reasonably incurred by the Firm in connection with the orderly transition of the matter to successor counsel.
Withdrawal by the Firm. If the Firm determines that it must or should withdraw from the representation — whether due to the emergence of a conflict of interest, a material breakdown in the attorney-client relationship, nonpayment of fees, or any other reason recognized under the applicable rules of professional conduct — the Firm will do so in compliance with the New York Rules of Professional Conduct and any applicable rules of the United States District Court for the Southern District of New York, including by filing a motion to withdraw if required by the Court. The Firm will provide reasonable notice to the Company and will cooperate fully to ensure an orderly transition to successor counsel, including making files and work product available, preparing a case status memorandum, and responding to reasonable inquiries from successor counsel.
Return of Files. Upon termination of the engagement, the Firm will return or make available to the Company all original client documents and files. The Firm retains the right to keep copies of all files, work product, and correspondence for its own records, as permitted and required by applicable professional obligations and the Firm's document retention policies.
XIII. GOVERNING LAW
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Any disputes arising out of or relating to this engagement, the Firm's representation of the Company, or the terms and conditions of this letter, shall be subject to the exclusive jurisdiction of the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts.
XIV. DOCUMENT RETENTION
Upon the conclusion of the matter, whether by settlement, judgment, or otherwise, the Firm will retain the engagement file in accordance with its standard document retention policies, which currently provide for a minimum retention period of seven (7) years from the date of matter closing. After the expiration of the retention period, the Firm may dispose of the file in accordance with its standard procedures, unless the Company has requested the return of the file or specific materials within it.
The Company may request the return of original documents at any time during the engagement or the retention period, and the Firm will comply with such requests promptly.
XV. ACCEPTANCE AND EXECUTION
If the terms and conditions set forth in this engagement letter are acceptable, please indicate the Company's agreement by signing in the space provided below and returning a fully executed copy of this letter to:
Samuel Eklund, Partner Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166
An executed copy may be returned by hand delivery, overnight courier, or scanned electronic copy (with original to follow), directed to Samuel Eklund's attention.
This engagement shall be deemed effective as of September 1, 2022, upon execution by both parties.
We look forward to receiving your executed copy at your earliest convenience so that we may proceed promptly with the defense of this matter.
XVI. ENCLOSURES
The following documents are enclosed with or will follow this engagement letter:
1.  Litigation Hold Memorandum (dated September 2, 2022) — to be distributed by the Company to all relevant custodians and departments in accordance with the instructions set forth therein.
2.  Preliminary Litigation Budget Memorandum — to be prepared and provided under separate cover by Linda Osei, Billing Partner, within approximately thirty (30) days of the date of this letter.
For the record, the Firm's internal Conflict Check Memorandum has been prepared and retained in the Firm's files; a copy is not enclosed with the client copy of this letter but is available for review upon request.
XVII. CLOSING
We are confident in the strength of Stonefield's defense position and in the Company's ability to demonstrate that the termination of the TSA was justified under the express terms of the agreement. The Firm is committed to providing vigorous, strategic, and cost-effective representation throughout all phases of this matter.
Should you have any questions regarding this engagement letter or any other aspect of the representation, please do not hesitate to contact me directly, or to reach out to Patrick Gallagher, who will be available to address your questions on a day-to-day basis.
We look forward to working closely with you and the Stonefield team on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Samuel Eklund
Title: Partner, Litigation (General)
Date: ________
ACCEPTED AND AGREED
By signing below, the undersigned, on behalf of Stonefield Logistics Group Inc., confirms that the undersigned has the authority to bind the Company and hereby accepts and agrees to the terms and conditions of the engagement set forth in this letter, effective as of September 1, 2022.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Tobias Wren
Title: General Counsel
Date: ________
Please return a signed copy to: Samuel Eklund, Partner, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166. Matter No. 1012-00005.
Name | Role | Title
Samuel Eklund | Responsible Partner — overall strategic direction, supervision, key court appearances, and client relationship management | Partner, Litigation (General)
Linda Osei | Billing Partner — billing administration, budget oversight, and financial reporting for the engagement | Partner, Litigation (General)
Patrick Gallagher | Lead Associate — day-to-day case management, drafting of pleadings and motions, discovery coordination, deposition preparation and conduct | Senior Associate, Litigation (General)
Simone Laroche | Working Associate — legal research, preparation of memoranda of law, oversight of document review workflow, and motion drafting support | Associate, Litigation (General)
Helen Tsao | Senior Paralegal — document management, privilege log maintenance, deposition logistics, cite-checking, and trial support | Senior Paralegal
David Moretti | Litigation Support / eDiscovery Manager — coordination with eDiscovery vendors, management of technology-assisted review, data processing and hosting oversight | Litigation Support
Kara Nystrom | Contract Associate — first-pass document review, initial privilege and responsiveness designations, and review quality control | Contract Associate
Timekeeper | Standard Rate (2022) | Applicable Rate (After discount)
Samuel Eklund (Partner) | $1,275.00/hour | $1,275.00/hour
Linda Osei (Partner) | $1,175.00/hour | $1,175.00/hour
Patrick Gallagher (Senior Associate) | $825.00/hour | $742.50/hour
Simone Laroche (Associate) | $650.00/hour | $585.00/hour
Helen Tsao (Senior Paralegal) | $375.00/hour | $375.00/hour
David Moretti (Litigation Support) | $375.00/hour | $375.00/hour
Kara Nystrom (Contract Associate) | $425.00/hour | $382.50/hour
Category | Estimated Range
Professional Fees | $3,500,000 – $5,200,000
Costs and Disbursements | $400,000 – $750,000
Total Estimated Range | $3,900,000 – $5,950,000
Litigation Phase | Estimated Fee Range
Pleadings and initial motions practice (including Motion to Dismiss) | $250,000 – $400,000
Fact discovery (document production, interrogatories, requests for admission) | $800,000 – $1,200,000
Depositions (preparation, conduct, and summarization) | $600,000 – $900,000
Expert discovery (retention, report preparation, rebuttal) | $400,000 – $650,000
Dispositive motions (summary judgment briefing) | $500,000 – $750,000
Trial preparation and trial (if necessary) | $900,000 – $1,300,000

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

I. IDENTIFICATION OF THE CLIENT

II. SCOPE OF ENGAGEMENT

III. STAFFING

IV. BILLING RATES AND FEE ARRANGEMENTS

V. COSTS AND DISBURSEMENTS

VI. BILLING AND PAYMENT TERMS

VII. ESTIMATED BUDGET

VIII. CLIENT RESPONSIBILITIES AND COOPERATION

IX. CONFIDENTIALITY AND PRIVILEGE

X. CONFLICTS OF INTEREST

XI. COMMUNICATION PROTOCOL

XII. TERMINATION OF ENGAGEMENT

XIII. GOVERNING LAW

XIV. DOCUMENT RETENTION

XV. ACCEPTANCE AND EXECUTION

XVI. ENCLOSURES

XVII. CLOSING

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

STONEFIELD LOGISTICS GROUP INC.

Record

Parties

Dates

Amounts