1012-00005 · Stonefield Logistics Group · Engagement & Administration

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

LITIGATION HOLD ACKNOWLEDGMENT

Calderwood & Harkness LLP Matter No. 1012-00005 Vantor Holdings Corp. v. Stonefield Logistics Group Inc. Case No. 22-cv-07841 (S.D.N.Y.)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

September 6, 2022

To:

Patrick Gallagher Lead Associate, Litigation (General) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166

From:

Janet Kirkwood Vice President, Carrier Relations Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, TX 76102

Re: Acknowledgment of Litigation Hold Obligations — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

1. Acknowledgment of Receipt

I, Janet Kirkwood, Vice President, Carrier Relations of Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, hereby acknowledge receipt of the Litigation Hold Memorandum dated September 2, 2022 (the "Hold Memorandum") prepared by Patrick Gallagher, Lead Associate, of Calderwood & Harkness LLP, defense counsel for Stonefield in the above-referenced matter.

I confirm that I received the Hold Memorandum on or about September 3, 2022, via internal distribution from Stonefield's Office of the General Counsel, and that I have had adequate time to review and consider its contents prior to executing this Acknowledgment.

I understand that the Hold Memorandum relates to litigation initiated by Vantor Holdings Corp. ("Vantor"), a New York corporation, and its wholly owned operating subsidiary Vantor Transport Services LLC ("VTS"), a New York limited liability company (Vantor and VTS collectively referred to herein as the "Plaintiffs"), against Stonefield in the United States District Court for the Southern District of New York, bearing Case No. 22-cv-07841 (the "Litigation"). I understand that the Litigation arises out of, and relates to, the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) between Stonefield, in its capacity as "Shipper-Broker," and VTS, in its capacity as "Carrier-Provider" (the "TSA"), including, without limitation, Stonefield's termination of the TSA effective March 4, 2022, and the circumstances, events, negotiations, and communications preceding and following such termination.

2. Understanding of Obligations

I acknowledge that I have carefully read and understand the litigation hold obligations described in the Hold Memorandum. I understand that these obligations are legally binding, that they take effect immediately, and that they supersede any pre-existing document retention or destruction policies, schedules, or practices that might otherwise apply to materials within the scope of the hold.

I acknowledge and understand my obligation to preserve all documents, communications, and electronically stored information ("ESI") in my possession, custody, or control that relate to any of the following subject matters:

(a) The Transportation Services Agreement dated March 15, 2019 (the "TSA"), including all schedules (specifically including but not limited to Schedule A (Scope of Services), Schedule B (Rate Schedules), Schedule C (Lane Designations — Primary Lanes and Secondary Lanes), Schedule D (Service Level Obligations), and Schedule E (Insurance and Indemnification Requirements)), amendments, addenda, side letters, change orders, and all other related documents, whether executed or in draft form;

(b) The relationship between Stonefield and Vantor/VTS, including all written and electronic communications with Vantor and VTS personnel. This specifically includes, but is not limited to, communications with the following individuals: Derek Pruitt, Vice President, Business Development, Vantor; Sandra Milescu, Chief Operating Officer, Vantor/VTS; Nikolai Vantorovich, Chief Executive Officer, Vantor; and Gregory Fielding, Chief Financial Officer, Vantor. This also extends to communications with any other officers, directors, employees, agents, or representatives of Vantor or VTS, regardless of their title or position;

(c) Performance under the TSA, including all documentation relating to service level obligations ("SLOs") as set forth in Schedule D to the TSA, including but not limited to: on-time pickup rates, on-time delivery rates, tender acceptance rates, cargo claims ratios, equipment availability compliance, and any other key performance indicators ("KPIs") referenced in the TSA or utilized by Stonefield in evaluating VTS's performance;

(d) VTS's Q4 2021 performance metrics, including any scorecards, performance reports, data exports, dashboards, analyses, or summaries reflecting VTS's performance during the period of October 1, 2021 through December 31, 2021, as well as any performance data, metrics, or analyses for any other periods during the term of the TSA;

(e) The Cure Notice dated January 18, 2022 (the "Cure Notice"), issued by Raymond Hess, Director, Contract Compliance, Stonefield, to Sandra Milescu, Chief Operating Officer, Vantor/VTS, including all drafts, internal review comments, and communications related to the preparation, issuance, and delivery of the Cure Notice;

(f) Vantor's response to the Cure Notice dated February 14, 2022, including all internal Stonefield communications and analyses regarding the substance, adequacy, and sufficiency of such response;

(g) The termination of the TSA effective March 4, 2022, by Tobias Wren, General Counsel, Stonefield, including all drafts, internal review comments, legal analyses, and communications related to the preparation, issuance, and delivery of the termination notice, as well as any post-termination communications between the parties regarding the effects, implementation, or consequences of termination;

(h) Stonefield's use of alternative carriers, including but not limited to Cascade Freight Systems Inc. and Briarwood Trucking Co., on any lanes previously serviced by VTS, including Primary Lanes and Secondary Lanes as designated in Schedule C to the TSA, and any other lanes on which VTS provided, or was expected to provide, carrier services. This includes all requests for proposals, bid submissions, rate negotiations, service agreements, onboarding documentation, and performance evaluations related to such alternative carriers;

(i) Internal Stonefield communications regarding Vantor/VTS performance, volume tendering, carrier diversification strategies, fleet capacity planning and assessments, and the decision-making process relating to the issuance of the Cure Notice and/or the termination of the TSA, including any communications involving or directed to members of Stonefield's executive leadership team, the Carrier Relations department, the Contract Compliance department, the Operations department, and the Legal department;

(j) Rate structures, rate adjustments, rate benchmarking analyses, and any analyses, communications, memoranda, spreadsheets, or other documents regarding the Rate Adjustment Mechanism under Section 5.3 of the TSA, including but not limited to projected April 2022 rate adjustments, the methodology for calculating such adjustments, and any disputes or discussions regarding the application or interpretation of Section 5.3;

(k) Force majeure notifications, invocations, claims, or assertions under Section 12.1 of the TSA, whether made by Stonefield, Vantor, or VTS, including all supporting documentation and internal assessments regarding the applicability or non-applicability of the force majeure provisions;

(l) Any pre-litigation communications with Ashford Meridian LLP, Stonefield's former outside counsel, regarding interpretation of the TSA, potential termination of the TSA, or related legal advice, to the extent such communications are in my possession, custody, or control;

(m) Any communications with Vantor's counsel, Caldwell Royce & Shapiro LLP, including but not limited to any settlement discussions, demand correspondence, or communications regarding the subject matter of the Litigation;

(n) Vantor's demand letter dated April 8, 2022, and Stonefield's response thereto dated April 29, 2022, including all drafts, internal review comments, and communications related to the preparation of Stonefield's response;

(o) Executive negotiation sessions held on May 16, 2022 and June 3, 2022 under Section 16 of the TSA (Dispute Resolution), including all agendas, notes, presentations, proposals, counterproposals, summaries, and internal debriefing communications related to such sessions;

(p) Any documents relating to Vantor's damages claims, including but not limited to liquidated damages under Section 14.2 of the TSA, lost profits, stranded assets, workforce reduction costs, driver reassignment costs, equipment repositioning expenses, mitigation efforts and costs, and any Stonefield analyses or assessments of Vantor's claimed damages; and

(q) Any other documents, communications, or ESI that are relevant or potentially relevant to the claims, defenses, or counterclaims asserted or reasonably anticipated to be asserted in Case No. 22-cv-07841, including any documents that could bear on the credibility of witnesses or the assessment of damages.

3. Scope of Preserved Materials

I acknowledge that the obligation to preserve documents and ESI as described in Section 2 above extends to all forms and formats of documents and ESI, regardless of the medium on which they are stored. Without limiting the generality of the foregoing, I understand that the categories of materials subject to preservation include, but are not limited to, the following:

(a) Emails, including sent items, received items, drafts, and deleted items (including items in the "Deleted Items" folder or "Trash" folder that have not yet been permanently purged), whether stored in Stonefield's Strathmore Data Systems/Outlook system, in any personal email accounts (including but not limited to Northgate Software, Northpoint Solutions, Greaves Solutions, or other webmail or ISP-provided email services) used for Stonefield business purposes, or in any other email platform or application;

(b) Text messages (SMS and MMS), instant messages, and other electronic communications, including any communications conducted via messaging applications such as Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Harborline Technologies, Westmark Software, or any other messaging platform, whether installed on Stonefield-issued devices or personal devices;

(c) Word processing documents (including Ashbury Holdings Word and Stonefield Health IT), spreadsheets (including Ashbury Holdings Excel and Stonefield Services Inc.), presentations (including Ashbury Holdings Northgate Services Inc. and Pemberton Services Inc.), PDF files, and any other electronic document files, including all versions, drafts, and metadata associated therewith;

(d) Voicemails, whether stored on Stonefield's phone system, on my Stonefield-issued mobile device, or on any personal device, as well as any recorded telephone calls, whether recorded through Stonefield's systems or otherwise;

(e) Handwritten notes, typed notes, memoranda, correspondence, letters, and any other paper-based communications or records;

(f) Calendar entries, meeting invitations, meeting acceptances and declines, and any scheduling-related communications, whether stored in Hollowell Systems, Brightmoor Services Inc., or any other calendaring application;

(g) Hard-copy files, folders, binders, notebooks, ledgers, and any other physical documents or records, whether maintained in my office, in shared file rooms, in off-site storage facilities, or at any other location;

(h) Data maintained in Stonefield's carrier management systems, transportation management systems ("TMS"), including the Bramwell Systems TMS platform, and any portals, dashboards, or platforms through which VTS performance data was tracked, reported, monitored, or shared, including any data exports, reports, or screenshots generated from such systems;

(i) Photographs, images, scanned documents, and any other visual or graphical records, whether in digital or physical form; and

(j) Any backup media, removable storage devices (including USB flash drives, external hard drives, CD-ROMs, and DVDs), and data stored in cloud-based storage services (including Severin Services Inc., Aldermere Systems, Hollowell Health IT, Larkspur Technologies, box, or any other cloud-based file storage or collaboration platform).

I further acknowledge that the obligation to preserve documents and ESI extends to materials stored on Stonefield-issued devices, including my Stonefield-issued laptop computer (Asset Tag No. SLG-LT-4872), Stonefield-issued desktop computer (if applicable), Stonefield-issued mobile phone (Asset Tag No. SLG-MB-2219), and Stonefield-issued tablet (if applicable), as well as to any personal devices — including personal mobile phones, personal laptops or desktop computers, personal tablets, and personal cloud storage accounts — that I have used, at any time, for Stonefield business communications or to store Stonefield business documents.

I further acknowledge that I have been identified as a key custodian and a key fact witness in this Litigation, given my specific role as Vice President, Carrier Relations, in which capacity I oversaw the day-to-day management of the Vantor/VTS carrier relationship, participated in performance reviews, was involved in discussions regarding the Cure Notice and termination, and attended the executive negotiation sessions referenced in Section 2(o) above. I understand that my document preservation obligations are of particular significance to the defense of this Litigation and that the materials in my possession, custody, or control are likely to be highly relevant to the claims and defenses at issue.

4. Specific Commitments

In connection with the litigation hold obligations described herein and in the Hold Memorandum, I make the following specific commitments:

(a) No Destruction or Alteration. I will not delete, destroy, discard, alter, modify, overwrite, or otherwise dispose of any documents or ESI falling within the scope of the litigation hold, whether in paper or electronic form, and regardless of whether such documents or ESI are originals or copies. I understand that this commitment applies to both intentional and inadvertent destruction, and that I must take affirmative steps to guard against accidental deletion or loss of relevant materials.

(b) No Modification of Retention or Auto-Deletion Settings. I will not modify, disable, or otherwise alter any document retention policies, auto-deletion settings, auto-archive settings, or similar automated processes on my email accounts, messaging applications, or other systems that would result in the destruction, deletion, or removal of documents or ESI falling within the scope of the litigation hold. If I am uncertain whether any existing auto-deletion or retention setting may affect the preservation of relevant materials, I will promptly notify Patrick Gallagher at Calderwood & Harkness LLP or Tobias Wren, General Counsel, Stonefield, and seek guidance before taking any action.

(c) Segregation and Preservation of Hard-Copy Documents. I will take affirmative steps to identify, segregate, and preserve any relevant hard-copy documents in a secure location within Stonefield's offices. I will label or mark such documents in a manner sufficient to indicate that they are subject to the litigation hold and are not to be destroyed, removed, or altered. I will ensure that any hard-copy documents that I maintain at my home, in my vehicle, or at any other off-site location are similarly preserved and secured.

(d) Notification Obligations. I will promptly notify Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP, or Tobias Wren, General Counsel, Stonefield Logistics Group Inc., if any of the following circumstances arise:

(i) I become aware of any additional documents or ESI in my possession, custody, or control — or in the possession, custody, or control of any other person — that may be responsive to the litigation hold and that I did not previously identify or disclose;

(ii) I become aware of any actual or potential destruction, loss, degradation, or alteration of documents or ESI that fall within the scope of the litigation hold, regardless of the cause of such destruction, loss, degradation, or alteration;

(iii) I am contacted directly by Vantor, VTS, any officer, director, employee, agent, or representative of Vantor or VTS, their counsel of record (Caldwell Royce & Shapiro LLP), or any other third party regarding the Litigation, the subject matter of the TSA, or any matter related to the claims, defenses, or counterclaims at issue in Case No. 22-cv-07841;

(iv) I plan to change, replace, upgrade, or decommission any Stonefield-issued or personal device (including laptops, desktop computers, mobile phones, and tablets) on which relevant ESI may be stored, or I plan to close, deactivate, or migrate any email account, messaging account, or cloud storage account on which relevant ESI may be stored; or

(v) I anticipate or become aware of any other circumstance that could affect the preservation of documents or ESI subject to the litigation hold.

(e) Full Cooperation. I will cooperate fully and in good faith with Calderwood & Harkness LLP and Stonefield's internal legal team in connection with the identification, collection, review, and production of documents and ESI responsive to discovery requests in the Litigation. I understand that such cooperation may include, without limitation, submitting my Stonefield-issued and personal devices for forensic imaging or targeted collection, participating in interviews with counsel, and providing declarations or certifications regarding my preservation efforts and the completeness of my document productions.

5. Duration of Hold

I acknowledge and understand that the litigation hold described in the Hold Memorandum and in this Acknowledgment remains in full force and effect until I receive express written notice from Calderwood & Harkness LLP or from Stonefield's General Counsel, Tobias Wren, that the hold has been formally released. I understand that such release will not occur until the Litigation has been fully and finally resolved, whether by settlement, judgment, or otherwise, and all applicable appellate periods have expired or been exhausted.

I further acknowledge and understand that the litigation hold is not limited in duration and that it survives any changes in my employment status, title, responsibilities, reporting structure, or position at Stonefield Logistics Group Inc. In the event that my employment with Stonefield is terminated — whether voluntarily or involuntarily — or in the event that I transfer to a different department, division, or affiliate of Stonefield, my obligations under this litigation hold shall continue in full force and effect, and I shall continue to preserve all documents and ESI within the scope of the hold. In such circumstances, I commit to coordinating with Tobias Wren, General Counsel, Stonefield, and Patrick Gallagher, Calderwood & Harkness LLP, to ensure the orderly collection and preservation of all relevant materials prior to and following any such change in my employment status.

6. Consequences of Non-Compliance

I acknowledge and understand that failure to comply with the litigation hold obligations described in the Hold Memorandum and in this Acknowledgment may result in serious and adverse legal consequences for Stonefield Logistics Group Inc. Such consequences may include, but are not limited to: court-imposed sanctions (including monetary sanctions and case-dispositive sanctions), adverse inference instructions to the jury, preclusion of evidence, orders compelling additional discovery, findings of spoliation of evidence, and other remedies that the Court may deem appropriate under Federal Rule of Civil Procedure 37(e) and applicable case law.

I further acknowledge and understand that non-compliance with the litigation hold may also result in disciplinary action against me by Stonefield, up to and including termination of employment, in accordance with Stonefield's internal policies and procedures.

I fully understand the importance and seriousness of my obligation to comply with the litigation hold completely, diligently, and in a timely manner, and I commit to doing so to the best of my ability.

7. Questions and Contact Information

I understand that if I have any questions regarding the scope, application, or interpretation of the litigation hold, or if I am uncertain whether a particular document, communication, or category of ESI falls within the scope of the hold, I should direct such questions to one or both of the following individuals:

Patrick Gallagher Lead Associate, Litigation (General) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166 Telephone: (212) 554-7300

Email: pgallagher@calderwoodharkness.com

Tobias Wren General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, TX 76102 Telephone: (817) 429-8100

Email: twren@stonefieldlogistics.com

I understand that I should not attempt to make independent judgments about whether particular documents or ESI are within the scope of the hold, and that when in doubt, I should err on the side of preservation and seek guidance from the individuals listed above.

Execution

By signing below, I confirm that I have read this Litigation Hold Acknowledgment in its entirety, that I understand my obligations as described herein and in the Hold Memorandum, and that I agree to comply fully with all such obligations.

ACKNOWLEDGED AND AGREED:

By: ________

Name: Janet Kirkwood

Title: Vice President, Carrier Relations

Organization: Stonefield Logistics Group Inc.

Date: September 6, 2022

cc:

Tobias Wren, General Counsel, Stonefield Logistics Group Inc. Samuel Eklund, Responsible Partner, Calderwood & Harkness LLP File — Matter No. 1012-00005

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT. This document and the information contained herein are protected by the attorney-client privilege and/or the attorney work product doctrine. This document is intended solely for the use of the individuals to whom it is addressed. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited. If you have received this document in error, please contact Calderwood & Harkness LLP immediately at (212) 554-7300.

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, NY 10166
LITIGATION HOLD ACKNOWLEDGMENT
Calderwood & Harkness LLP Matter No. 1012-00005 Vantor Holdings Corp. v. Stonefield Logistics Group Inc. Case No. 22-cv-07841 (S.D.N.Y.)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
September 6, 2022
To:
Patrick Gallagher Lead Associate, Litigation (General) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166
From:
Janet Kirkwood Vice President, Carrier Relations Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, TX 76102
Re: Acknowledgment of Litigation Hold Obligations — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
1. Acknowledgment of Receipt
I, Janet Kirkwood, Vice President, Carrier Relations of Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, hereby acknowledge receipt of the Litigation Hold Memorandum dated September 2, 2022 (the "Hold Memorandum") prepared by Patrick Gallagher, Lead Associate, of Calderwood & Harkness LLP, defense counsel for Stonefield in the above-referenced matter.
I confirm that I received the Hold Memorandum on or about September 3, 2022, via internal distribution from Stonefield's Office of the General Counsel, and that I have had adequate time to review and consider its contents prior to executing this Acknowledgment.
I understand that the Hold Memorandum relates to litigation initiated by Vantor Holdings Corp. ("Vantor"), a New York corporation, and its wholly owned operating subsidiary Vantor Transport Services LLC ("VTS"), a New York limited liability company (Vantor and VTS collectively referred to herein as the "Plaintiffs"), against Stonefield in the United States District Court for the Southern District of New York, bearing Case No. 22-cv-07841 (the "Litigation"). I understand that the Litigation arises out of, and relates to, the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) between Stonefield, in its capacity as "Shipper-Broker," and VTS, in its capacity as "Carrier-Provider" (the "TSA"), including, without limitation, Stonefield's termination of the TSA effective March 4, 2022, and the circumstances, events, negotiations, and communications preceding and following such termination.
2. Understanding of Obligations
I acknowledge that I have carefully read and understand the litigation hold obligations described in the Hold Memorandum. I understand that these obligations are legally binding, that they take effect immediately, and that they supersede any pre-existing document retention or destruction policies, schedules, or practices that might otherwise apply to materials within the scope of the hold.
I acknowledge and understand my obligation to preserve all documents, communications, and electronically stored information ("ESI") in my possession, custody, or control that relate to any of the following subject matters:
(a) The Transportation Services Agreement dated March 15, 2019 (the "TSA"), including all schedules (specifically including but not limited to Schedule A (Scope of Services), Schedule B (Rate Schedules), Schedule C (Lane Designations — Primary Lanes and Secondary Lanes), Schedule D (Service Level Obligations), and Schedule E (Insurance and Indemnification Requirements)), amendments, addenda, side letters, change orders, and all other related documents, whether executed or in draft form;
(b) The relationship between Stonefield and Vantor/VTS, including all written and electronic communications with Vantor and VTS personnel. This specifically includes, but is not limited to, communications with the following individuals: Derek Pruitt, Vice President, Business Development, Vantor; Sandra Milescu, Chief Operating Officer, Vantor/VTS; Nikolai Vantorovich, Chief Executive Officer, Vantor; and Gregory Fielding, Chief Financial Officer, Vantor. This also extends to communications with any other officers, directors, employees, agents, or representatives of Vantor or VTS, regardless of their title or position;
(c) Performance under the TSA, including all documentation relating to service level obligations ("SLOs") as set forth in Schedule D to the TSA, including but not limited to: on-time pickup rates, on-time delivery rates, tender acceptance rates, cargo claims ratios, equipment availability compliance, and any other key performance indicators ("KPIs") referenced in the TSA or utilized by Stonefield in evaluating VTS's performance;
(d) VTS's Q4 2021 performance metrics, including any scorecards, performance reports, data exports, dashboards, analyses, or summaries reflecting VTS's performance during the period of October 1, 2021 through December 31, 2021, as well as any performance data, metrics, or analyses for any other periods during the term of the TSA;
(e) The Cure Notice dated January 18, 2022 (the "Cure Notice"), issued by Raymond Hess, Director, Contract Compliance, Stonefield, to Sandra Milescu, Chief Operating Officer, Vantor/VTS, including all drafts, internal review comments, and communications related to the preparation, issuance, and delivery of the Cure Notice;
(f) Vantor's response to the Cure Notice dated February 14, 2022, including all internal Stonefield communications and analyses regarding the substance, adequacy, and sufficiency of such response;
(g) The termination of the TSA effective March 4, 2022, by Tobias Wren, General Counsel, Stonefield, including all drafts, internal review comments, legal analyses, and communications related to the preparation, issuance, and delivery of the termination notice, as well as any post-termination communications between the parties regarding the effects, implementation, or consequences of termination;
(h) Stonefield's use of alternative carriers, including but not limited to Cascade Freight Systems Inc. and Briarwood Trucking Co., on any lanes previously serviced by VTS, including Primary Lanes and Secondary Lanes as designated in Schedule C to the TSA, and any other lanes on which VTS provided, or was expected to provide, carrier services. This includes all requests for proposals, bid submissions, rate negotiations, service agreements, onboarding documentation, and performance evaluations related to such alternative carriers;
(i) Internal Stonefield communications regarding Vantor/VTS performance, volume tendering, carrier diversification strategies, fleet capacity planning and assessments, and the decision-making process relating to the issuance of the Cure Notice and/or the termination of the TSA, including any communications involving or directed to members of Stonefield's executive leadership team, the Carrier Relations department, the Contract Compliance department, the Operations department, and the Legal department;
(j) Rate structures, rate adjustments, rate benchmarking analyses, and any analyses, communications, memoranda, spreadsheets, or other documents regarding the Rate Adjustment Mechanism under Section 5.3 of the TSA, including but not limited to projected April 2022 rate adjustments, the methodology for calculating such adjustments, and any disputes or discussions regarding the application or interpretation of Section 5.3;
(k) Force majeure notifications, invocations, claims, or assertions under Section 12.1 of the TSA, whether made by Stonefield, Vantor, or VTS, including all supporting documentation and internal assessments regarding the applicability or non-applicability of the force majeure provisions;
(l) Any pre-litigation communications with Ashford Meridian LLP, Stonefield's former outside counsel, regarding interpretation of the TSA, potential termination of the TSA, or related legal advice, to the extent such communications are in my possession, custody, or control;
(m) Any communications with Vantor's counsel, Caldwell Royce & Shapiro LLP, including but not limited to any settlement discussions, demand correspondence, or communications regarding the subject matter of the Litigation;
(n) Vantor's demand letter dated April 8, 2022, and Stonefield's response thereto dated April 29, 2022, including all drafts, internal review comments, and communications related to the preparation of Stonefield's response;
(o) Executive negotiation sessions held on May 16, 2022 and June 3, 2022 under Section 16 of the TSA (Dispute Resolution), including all agendas, notes, presentations, proposals, counterproposals, summaries, and internal debriefing communications related to such sessions;
(p) Any documents relating to Vantor's damages claims, including but not limited to liquidated damages under Section 14.2 of the TSA, lost profits, stranded assets, workforce reduction costs, driver reassignment costs, equipment repositioning expenses, mitigation efforts and costs, and any Stonefield analyses or assessments of Vantor's claimed damages; and
(q) Any other documents, communications, or ESI that are relevant or potentially relevant to the claims, defenses, or counterclaims asserted or reasonably anticipated to be asserted in Case No. 22-cv-07841, including any documents that could bear on the credibility of witnesses or the assessment of damages.
3. Scope of Preserved Materials
I acknowledge that the obligation to preserve documents and ESI as described in Section 2 above extends to all forms and formats of documents and ESI, regardless of the medium on which they are stored. Without limiting the generality of the foregoing, I understand that the categories of materials subject to preservation include, but are not limited to, the following:
(a) Emails, including sent items, received items, drafts, and deleted items (including items in the "Deleted Items" folder or "Trash" folder that have not yet been permanently purged), whether stored in Stonefield's Strathmore Data Systems/Outlook system, in any personal email accounts (including but not limited to Northgate Software, Northpoint Solutions, Greaves Solutions, or other webmail or ISP-provided email services) used for Stonefield business purposes, or in any other email platform or application;
(b) Text messages (SMS and MMS), instant messages, and other electronic communications, including any communications conducted via messaging applications such as Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Harborline Technologies, Westmark Software, or any other messaging platform, whether installed on Stonefield-issued devices or personal devices;
(c) Word processing documents (including Ashbury Holdings Word and Stonefield Health IT), spreadsheets (including Ashbury Holdings Excel and Stonefield Services Inc.), presentations (including Ashbury Holdings Northgate Services Inc. and Pemberton Services Inc.), PDF files, and any other electronic document files, including all versions, drafts, and metadata associated therewith;
(d) Voicemails, whether stored on Stonefield's phone system, on my Stonefield-issued mobile device, or on any personal device, as well as any recorded telephone calls, whether recorded through Stonefield's systems or otherwise;
(e) Handwritten notes, typed notes, memoranda, correspondence, letters, and any other paper-based communications or records;
(f) Calendar entries, meeting invitations, meeting acceptances and declines, and any scheduling-related communications, whether stored in Hollowell Systems, Brightmoor Services Inc., or any other calendaring application;
(g) Hard-copy files, folders, binders, notebooks, ledgers, and any other physical documents or records, whether maintained in my office, in shared file rooms, in off-site storage facilities, or at any other location;
(h) Data maintained in Stonefield's carrier management systems, transportation management systems ("TMS"), including the Bramwell Systems TMS platform, and any portals, dashboards, or platforms through which VTS performance data was tracked, reported, monitored, or shared, including any data exports, reports, or screenshots generated from such systems;
(i) Photographs, images, scanned documents, and any other visual or graphical records, whether in digital or physical form; and
(j) Any backup media, removable storage devices (including USB flash drives, external hard drives, CD-ROMs, and DVDs), and data stored in cloud-based storage services (including Severin Services Inc., Aldermere Systems, Hollowell Health IT, Larkspur Technologies, box, or any other cloud-based file storage or collaboration platform).
I further acknowledge that the obligation to preserve documents and ESI extends to materials stored on Stonefield-issued devices, including my Stonefield-issued laptop computer (Asset Tag No. SLG-LT-4872), Stonefield-issued desktop computer (if applicable), Stonefield-issued mobile phone (Asset Tag No. SLG-MB-2219), and Stonefield-issued tablet (if applicable), as well as to any personal devices — including personal mobile phones, personal laptops or desktop computers, personal tablets, and personal cloud storage accounts — that I have used, at any time, for Stonefield business communications or to store Stonefield business documents.
I further acknowledge that I have been identified as a key custodian and a key fact witness in this Litigation, given my specific role as Vice President, Carrier Relations, in which capacity I oversaw the day-to-day management of the Vantor/VTS carrier relationship, participated in performance reviews, was involved in discussions regarding the Cure Notice and termination, and attended the executive negotiation sessions referenced in Section 2(o) above. I understand that my document preservation obligations are of particular significance to the defense of this Litigation and that the materials in my possession, custody, or control are likely to be highly relevant to the claims and defenses at issue.
4. Specific Commitments
In connection with the litigation hold obligations described herein and in the Hold Memorandum, I make the following specific commitments:
(a) No Destruction or Alteration. I will not delete, destroy, discard, alter, modify, overwrite, or otherwise dispose of any documents or ESI falling within the scope of the litigation hold, whether in paper or electronic form, and regardless of whether such documents or ESI are originals or copies. I understand that this commitment applies to both intentional and inadvertent destruction, and that I must take affirmative steps to guard against accidental deletion or loss of relevant materials.
(b) No Modification of Retention or Auto-Deletion Settings. I will not modify, disable, or otherwise alter any document retention policies, auto-deletion settings, auto-archive settings, or similar automated processes on my email accounts, messaging applications, or other systems that would result in the destruction, deletion, or removal of documents or ESI falling within the scope of the litigation hold. If I am uncertain whether any existing auto-deletion or retention setting may affect the preservation of relevant materials, I will promptly notify Patrick Gallagher at Calderwood & Harkness LLP or Tobias Wren, General Counsel, Stonefield, and seek guidance before taking any action.
(c) Segregation and Preservation of Hard-Copy Documents. I will take affirmative steps to identify, segregate, and preserve any relevant hard-copy documents in a secure location within Stonefield's offices. I will label or mark such documents in a manner sufficient to indicate that they are subject to the litigation hold and are not to be destroyed, removed, or altered. I will ensure that any hard-copy documents that I maintain at my home, in my vehicle, or at any other off-site location are similarly preserved and secured.
(d) Notification Obligations. I will promptly notify Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP, or Tobias Wren, General Counsel, Stonefield Logistics Group Inc., if any of the following circumstances arise:
(i) I become aware of any additional documents or ESI in my possession, custody, or control — or in the possession, custody, or control of any other person — that may be responsive to the litigation hold and that I did not previously identify or disclose;
(ii) I become aware of any actual or potential destruction, loss, degradation, or alteration of documents or ESI that fall within the scope of the litigation hold, regardless of the cause of such destruction, loss, degradation, or alteration;
(iii) I am contacted directly by Vantor, VTS, any officer, director, employee, agent, or representative of Vantor or VTS, their counsel of record (Caldwell Royce & Shapiro LLP), or any other third party regarding the Litigation, the subject matter of the TSA, or any matter related to the claims, defenses, or counterclaims at issue in Case No. 22-cv-07841;
(iv) I plan to change, replace, upgrade, or decommission any Stonefield-issued or personal device (including laptops, desktop computers, mobile phones, and tablets) on which relevant ESI may be stored, or I plan to close, deactivate, or migrate any email account, messaging account, or cloud storage account on which relevant ESI may be stored; or
(v) I anticipate or become aware of any other circumstance that could affect the preservation of documents or ESI subject to the litigation hold.
(e) Full Cooperation. I will cooperate fully and in good faith with Calderwood & Harkness LLP and Stonefield's internal legal team in connection with the identification, collection, review, and production of documents and ESI responsive to discovery requests in the Litigation. I understand that such cooperation may include, without limitation, submitting my Stonefield-issued and personal devices for forensic imaging or targeted collection, participating in interviews with counsel, and providing declarations or certifications regarding my preservation efforts and the completeness of my document productions.
5. Duration of Hold
I acknowledge and understand that the litigation hold described in the Hold Memorandum and in this Acknowledgment remains in full force and effect until I receive express written notice from Calderwood & Harkness LLP or from Stonefield's General Counsel, Tobias Wren, that the hold has been formally released. I understand that such release will not occur until the Litigation has been fully and finally resolved, whether by settlement, judgment, or otherwise, and all applicable appellate periods have expired or been exhausted.
I further acknowledge and understand that the litigation hold is not limited in duration and that it survives any changes in my employment status, title, responsibilities, reporting structure, or position at Stonefield Logistics Group Inc. In the event that my employment with Stonefield is terminated — whether voluntarily or involuntarily — or in the event that I transfer to a different department, division, or affiliate of Stonefield, my obligations under this litigation hold shall continue in full force and effect, and I shall continue to preserve all documents and ESI within the scope of the hold. In such circumstances, I commit to coordinating with Tobias Wren, General Counsel, Stonefield, and Patrick Gallagher, Calderwood & Harkness LLP, to ensure the orderly collection and preservation of all relevant materials prior to and following any such change in my employment status.
6. Consequences of Non-Compliance
I acknowledge and understand that failure to comply with the litigation hold obligations described in the Hold Memorandum and in this Acknowledgment may result in serious and adverse legal consequences for Stonefield Logistics Group Inc. Such consequences may include, but are not limited to: court-imposed sanctions (including monetary sanctions and case-dispositive sanctions), adverse inference instructions to the jury, preclusion of evidence, orders compelling additional discovery, findings of spoliation of evidence, and other remedies that the Court may deem appropriate under Federal Rule of Civil Procedure 37(e) and applicable case law.
I further acknowledge and understand that non-compliance with the litigation hold may also result in disciplinary action against me by Stonefield, up to and including termination of employment, in accordance with Stonefield's internal policies and procedures.
I fully understand the importance and seriousness of my obligation to comply with the litigation hold completely, diligently, and in a timely manner, and I commit to doing so to the best of my ability.
7. Questions and Contact Information
I understand that if I have any questions regarding the scope, application, or interpretation of the litigation hold, or if I am uncertain whether a particular document, communication, or category of ESI falls within the scope of the hold, I should direct such questions to one or both of the following individuals:
Patrick Gallagher Lead Associate, Litigation (General) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166 Telephone: (212) 554-7300
Email: pgallagher@calderwoodharkness.com
Tobias Wren General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, TX 76102 Telephone: (817) 429-8100
Email: twren@stonefieldlogistics.com
I understand that I should not attempt to make independent judgments about whether particular documents or ESI are within the scope of the hold, and that when in doubt, I should err on the side of preservation and seek guidance from the individuals listed above.
Execution
By signing below, I confirm that I have read this Litigation Hold Acknowledgment in its entirety, that I understand my obligations as described herein and in the Hold Memorandum, and that I agree to comply fully with all such obligations.
ACKNOWLEDGED AND AGREED:
By: ________
Name: Janet Kirkwood
Title: Vice President, Carrier Relations
Organization: Stonefield Logistics Group Inc.
Date: September 6, 2022
cc:
Tobias Wren, General Counsel, Stonefield Logistics Group Inc. Samuel Eklund, Responsible Partner, Calderwood & Harkness LLP File — Matter No. 1012-00005
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT. This document and the information contained herein are protected by the attorney-client privilege and/or the attorney work product doctrine. This document is intended solely for the use of the individuals to whom it is addressed. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited. If you have received this document in error, please contact Calderwood & Harkness LLP immediately at (212) 554-7300.

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

LITIGATION HOLD ACKNOWLEDGMENT

ACKNOWLEDGED AND AGREED:

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