1012-00005 · Stonefield Logistics Group · Engagement & Administration

litigation-hold-ack-medina.docx DOCUMENT Litigation

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 509-4000 Facsimile: (212) 509-4001 www.calderwoodharkness.com

LITIGATION HOLD ACKNOWLEDGMENT

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

September 7, 2022

From: Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc.

To: Patrick Gallagher, Lead Associate, Litigation (General), Calderwood & Harkness LLP

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

RECITALS

I, Carlos Medina, hereby confirm that my full name is Carlos Medina, that I hold the title of Senior Vice President, Operations, and that I am employed by Stonefield Logistics Group Inc., a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102 ("Stonefield" or the "Company"). In my capacity as Senior Vice President, Operations, I have direct responsibility for the management and oversight of Stonefield's freight routing operations, carrier relations, network management, and operational performance monitoring, among other functions.

I confirm that on or about September 2, 2022, I received the Litigation Hold Memorandum dated September 2, 2022 (the "Litigation Hold Memorandum" or the "Hold"), prepared and issued by Patrick Gallagher, Lead Associate, of Calderwood & Harkness LLP, defense counsel for Stonefield Logistics Group Inc. in the above-referenced matter. I have read the Litigation Hold Memorandum in its entirety and understand its contents, directives, and instructions.

I understand that the above-referenced matter, Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, is a breach-of-contract action filed by Vantor Holdings Corp. ("Vantor" or "Plaintiff") in the United States District Court for the Southern District of New York. The claims in this action arise from and relate to the termination of the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) (the "TSA") between Stonefield Logistics Group Inc. and Vantor Transport Services LLC ("VTS"), a subsidiary of Vantor Holdings Corp. I further acknowledge that Calderwood & Harkness LLP was engaged as lead defense counsel for Stonefield effective September 1, 2022, and that the firm is authorized to act on Stonefield's behalf in all matters relating to this litigation, including the issuance and enforcement of litigation hold obligations.

SECTION 1: ACKNOWLEDGMENT OF RECEIPT

I hereby confirm receipt and thorough review of the Litigation Hold Memorandum dated September 2, 2022, as prepared and distributed by Patrick Gallagher of Calderwood & Harkness LLP.

I confirm my understanding that the litigation hold has been issued in connection with pending litigation, specifically Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), currently assigned to the Honorable Margaret T. Calloway, United States District Judge. I understand that this matter is actively pending before the Court and that discovery obligations have attached or will imminently attach.

I acknowledge and understand that Stonefield Logistics Group Inc. has a legal obligation — arising under federal law, the Federal Rules of Civil Procedure, and applicable case law — to preserve all potentially relevant documents and electronically stored information ("ESI") related to the claims and defenses asserted in this matter. I understand that this preservation obligation extends to all documents and ESI that may be relevant to the subject matter of the litigation, including documents that may support or undermine the claims or defenses of either party.

I further acknowledge that the litigation hold supersedes and takes precedence over any document retention or destruction policies, schedules, or practices that might otherwise apply under Stonefield's ordinary business operations, including but not limited to any routine deletion schedules, automated email purging protocols, data recycling procedures, or periodic document destruction cycles. I understand that no documents or ESI falling within the scope of this hold may be destroyed, deleted, discarded, overwritten, or otherwise disposed of, regardless of whether such destruction would otherwise be permitted or required under the Company's existing document management policies.

SECTION 2: UNDERSTANDING OF SCOPE OF PRESERVATION OBLIGATIONS

I confirm my understanding that the preservation obligation applies to all documents and ESI in my possession, custody, or control — whether stored on Company systems, personal devices, third-party platforms, cloud-based services, or in physical form — that relate to the following categories of materials, as specified in the Litigation Hold Memorandum dated September 2, 2022:

(a) Communications with or concerning Vantor entities and personnel. All communications, including but not limited to email correspondence, text messages, instant messages (including messages transmitted via Northgate Data Systems, Meridian Solutions, or any other messaging platform), voicemails, letters, memoranda, and any other written or electronic correspondence, with or concerning Vantor Holdings Corp., Vantor Transport Services LLC, or any of their officers, employees, agents, representatives, or affiliates, including but not limited to Nikolai Vantorovich, Sandra Milescu, Derek Pruitt, and Gregory Fielding.

(b) Transportation Services Agreement and related documents. All documents relating to the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315), including the TSA itself, all schedules and exhibits thereto, all amendments, addenda, modifications, and supplements, all related rate schedules and pricing appendices, and any correspondence or documentation relating to the negotiation, execution, interpretation, or administration of the TSA.

(c) Stonefield's performance under the TSA. All documents relating to Stonefield's performance of its obligations under the TSA, including volume tenders, freight shipment records, lane assignments, carrier utilization data, rate adjustment analyses, load planning documents, capacity allocation reports, and any internal or external reports, dashboards, or summaries tracking Stonefield's compliance with the TSA's terms and conditions.

(d) VTS's performance under the TSA. All documents relating to VTS's performance of its obligations under the TSA, including service level metrics, on-time pickup and delivery data, tender acceptance rates, equipment availability reports, cargo claims and damage reports, detention and demurrage records, and data from or relating to the VTS Carrier Performance Portal, including screenshots, exports, and reports generated from that platform.

(e) Cure Notice and related communications. All documents relating to the Cure Notice dated January 18, 2022, issued by Raymond Hess to Sandra Milescu, and all responses, communications, analyses, and internal discussions concerning that Cure Notice, including but not limited to Vantor's written response dated February 14, 2022, any internal assessments of VTS's remediation efforts, and any follow-up correspondence between the parties regarding compliance or non-compliance with the Cure Notice.

(f) Termination of the TSA. All documents relating to the termination of the TSA, including the termination letter dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC, and all internal and external communications, analyses, legal memoranda, and decision-making materials relating to the decision to terminate the TSA and the manner in which the termination was effectuated.

(g) Alternative carrier arrangements. All documents relating to Stonefield's use of alternative carriers following the deterioration of the VTS relationship or the termination of the TSA, including but not limited to documents concerning Cascade Freight Systems Inc. and Briarwood Trucking Co., as well as any carrier diversification decisions, requests for proposals, carrier onboarding materials, rate negotiations, and capacity planning documents relating to the replacement of VTS capacity.

(h) Internal analyses and communications regarding VTS and the Vantor relationship. All internal communications, reports, memoranda, presentations, analyses, board materials, executive briefings, and any other documents discussing VTS's performance, Stonefield's relationship with Vantor and/or VTS, the decision to issue the Cure Notice, the decision to terminate the TSA, or any related strategic, operational, or financial considerations.

(i) Freight routing and operational decisions. All documents relating to operational decisions regarding freight routing, lane assignments, spot market usage, broker utilization, and carrier network management to the extent such decisions relate to, arise from, or are connected with the VTS relationship, VTS's performance, or the transition away from VTS as a carrier.

(j) Force majeure notices and claims. All documents relating to any force majeure notices or claims under Section 12.1 of the TSA, including those related to COVID-19 impacts on freight demand during the period of approximately April 2020 through September 2020, and any internal or external communications, analyses, or determinations regarding the applicability, scope, or duration of force majeure provisions.

(k) Rate adjustment under TSA Section 5.3. All documents relating to the anticipated April 2022 rate adjustment under TSA Section 5.3, including any rate analysis memoranda, financial impact assessments, benchmarking studies, market analyses, pricing models, and internal or external communications concerning the proposed rate adjustment and its potential effects on the parties' contractual relationship.

(l) Financial records relating to the Vantor/VTS contract. All financial records, budgets, forecasts, projections, and analyses relating to the Vantor/VTS contract or the financial impact of the termination of the TSA, including revenue analyses, cost impact studies, transition cost estimates, and any profit-and-loss statements or margin analyses specific to the VTS-serviced freight lanes.

(m) Board materials and communications with Ridgeline Capital Partners. All board materials, presentations, memoranda, and communications with Ridgeline Capital Partners, LP, or its personnel — including but not limited to Alison Trang and Brendan Carey — concerning the Vantor/VTS relationship, the performance of VTS under the TSA, the Cure Notice, the termination of the TSA, or any strategic, operational, or financial matters relating to the foregoing.

I specifically acknowledge that, in my capacity as Senior Vice President, Operations of Stonefield Logistics Group Inc., I am identified as a key custodian with likely possession, custody, or control of documents and ESI relevant to this litigation. In particular, I understand that my role encompasses direct responsibility for and involvement in operational decisions, carrier relations, freight routing, performance monitoring, and network management activities related to VTS and the TSA, and that documents within my custody are likely to include materials responsive to multiple categories described above.

SECTION 3: SPECIFIC PRESERVATION UNDERTAKINGS

In light of the foregoing, I hereby agree to take the following specific actions to ensure full compliance with the litigation hold and with Stonefield's document preservation obligations:

(a) Immediate suspension of destruction. I will immediately suspend any and all deletion, destruction, overwriting, recycling, or disposal of documents and ESI falling within the categories described in Section 2 above. This suspension applies regardless of whether such documents would otherwise be subject to routine deletion, automated purging, or scheduled destruction under any Stonefield document retention or records management policy.

(b) Preservation of email and messaging. I will preserve all email correspondence — including sent items, drafts, archived items, and deleted-but-recoverable items — as well as all calendar entries and attachments, in my Stonefield email accounts (including my primary corporate email account and any additional or alias accounts) that relate to any of the categories described in Section 2. I will also preserve all messages sent or received through any corporate messaging platform, including Northgate Data Systems, to the extent they fall within the scope of the Hold.

(c) Preservation of electronic files on Company-issued devices and storage. I will preserve all electronic files on my company-issued devices, including my laptop computer, mobile phone (including text messages and messaging application data), and any tablet or other electronic device provided to me by Stonefield. I will also preserve all relevant files stored on local hard drives, shared network drives (including departmental and project-specific drives), and cloud-based storage services, including but not limited to Aldermere Systems, Cobalt Ridge Systems, and any other platform used in connection with my work at Stonefield.

(d) Preservation of physical documents. I will preserve all physical documents, including paper files, notebooks, printed reports, handwritten notes, annotated copies of agreements or correspondence, and any other tangible materials in my offices, files, personal workspace, or any other location where I store or maintain work-related documents, to the extent such materials relate to any of the categories described in Section 2.

(e) Prohibition on modification of documents. I will refrain from modifying, altering, editing, annotating, or otherwise changing the content, metadata, or any other aspect of original documents or ESI that are or may be relevant to this litigation. I understand that the preservation obligation requires that documents be maintained in their original form and condition.

(f) Notification of preservation risks. I will promptly notify Patrick Gallagher of Calderwood & Harkness LLP if I become aware of any documents or ESI within the scope of this Hold that may not be adequately preserved, that are at risk of loss, destruction, alteration, or degradation, or that may require special measures to ensure their continued availability and integrity. This notification obligation includes, but is not limited to, situations involving potential hardware failures, data migration projects, system upgrades, changes to software platforms, or any other circumstances that could affect the preservation of relevant materials.

(g) Cooperation with collection and production efforts. I will cooperate fully and in good faith with Tobias Wren, General Counsel of Stonefield Logistics Group Inc., and with Calderwood & Harkness LLP, in identifying, locating, collecting, reviewing, and producing potentially relevant documents and ESI. I understand that I may be asked to participate in custodian interviews, to assist in identifying relevant data sources, and to facilitate the collection of documents from systems, devices, and locations within my possession or control.

(h) Notification of third-party contact. I will promptly notify Patrick Gallagher of Calderwood & Harkness LLP if any third party — including opposing counsel, Caldwell Royce & Shapiro LLP, or any representative of Vantor Holdings Corp. or Vantor Transport Services LLC — contacts me directly regarding this litigation, requests documents or information from me relating to this matter, or attempts to communicate with me about the subject matter of this case. I understand that I should not respond to any such contact without first consulting with Calderwood & Harkness LLP.

SECTION 4: UNDERSTANDING OF CONSEQUENCES OF NON-COMPLIANCE

I acknowledge and understand that failure to comply with the litigation hold and the preservation obligations described herein may result in serious and significant consequences, including but not limited to:

(a) Court-imposed sanctions. The Court may impose sanctions against Stonefield Logistics Group Inc. for spoliation of evidence or failure to preserve relevant documents and ESI, including adverse inference instructions directing the jury to presume that destroyed or lost evidence was unfavorable to Stonefield, monetary penalties, cost-shifting orders, issue preclusion, or other remedial measures deemed appropriate by the Court under Federal Rule of Civil Procedure 37(e) or the Court's inherent authority.

(b) Spoliation claims. The opposing party, Vantor Holdings Corp., may assert spoliation claims or seek spoliation sanctions based on the destruction, loss, or alteration of relevant documents and ESI, which could materially prejudice Stonefield's defense in this action and result in significant adverse consequences at trial or in dispositive motion practice.

(c) Personal and professional consequences. Individuals who fail to comply with their preservation obligations may face personal and professional consequences, including disciplinary action by the Company, referral to the Court, potential contempt findings, and reputational harm. I understand that my obligation to preserve relevant documents is a serious professional responsibility and that non-compliance may have consequences beyond this specific litigation.

I understand that the obligation to preserve documents and ESI is ongoing and continues in full force and effect until I receive written notice from Calderwood & Harkness LLP or from Tobias Wren, General Counsel of Stonefield Logistics Group Inc., that the litigation hold has been formally lifted, modified, or narrowed. I further understand that I should not assume the Hold has been lifted simply because time has passed or because I have not received further communications regarding the Hold. The Hold remains in effect unless and until I receive affirmative written notice of its termination or modification.

SECTION 5: CONTACT INFORMATION FOR QUESTIONS

I acknowledge that any questions regarding the scope of the litigation hold, the relevance or responsiveness of specific documents or categories of documents, the proper handling of potentially relevant materials, or any other matter related to my preservation obligations should be directed to either of the following individuals:

Patrick Gallagher Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 509-4000

Email: pgallagher@calderwoodharkness.com

Tobias Wren General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102 Telephone: (817) 555-2200

Email: twren@stonefieldlogistics.com

I understand that I should err on the side of preservation in cases of doubt and should consult with Mr. Gallagher or Mr. Wren before making any determination that a document or category of documents falls outside the scope of the Hold.

ACKNOWLEDGMENT AND SIGNATURE

By my signature below, I hereby acknowledge that I have read this Litigation Hold Acknowledgment in its entirety, that I understand the obligations set forth herein, and that I agree to comply fully with all preservation obligations described in this document and in the Litigation Hold Memorandum dated September 2, 2022. I further certify that the statements made herein are true and accurate to the best of my knowledge and belief.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Carlos Medina

Title: Senior Vice President, Operations

Date: September 7, 2022

CONFIRMATION OF RECEIPT BY COUNSEL

The undersigned hereby confirms receipt of this signed Litigation Hold Acknowledgment from Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Patrick Gallagher

Title: Lead Associate, Litigation (General)

Date Received: ________

Distribution: Original to be maintained in the Calderwood & Harkness LLP file for Matter No. 1012-00005. Copy to be provided to Tobias Wren, General Counsel, Stonefield Logistics Group Inc., for retention in the Company's litigation files.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — WORK PRODUCT

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 509-4000 Facsimile: (212) 509-4001 www.calderwoodharkness.com
LITIGATION HOLD ACKNOWLEDGMENT
Matter Reference: Calderwood & Harkness Matter No. 1012-00005 Case Reference: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
September 7, 2022
From: Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc.
To: Patrick Gallagher, Lead Associate, Litigation (General), Calderwood & Harkness LLP
Re: Acknowledgment of Litigation Hold Obligations — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
RECITALS
I, Carlos Medina, hereby confirm that my full name is Carlos Medina, that I hold the title of Senior Vice President, Operations, and that I am employed by Stonefield Logistics Group Inc., a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102 ("Stonefield" or the "Company"). In my capacity as Senior Vice President, Operations, I have direct responsibility for the management and oversight of Stonefield's freight routing operations, carrier relations, network management, and operational performance monitoring, among other functions.
I confirm that on or about September 2, 2022, I received the Litigation Hold Memorandum dated September 2, 2022 (the "Litigation Hold Memorandum" or the "Hold"), prepared and issued by Patrick Gallagher, Lead Associate, of Calderwood & Harkness LLP, defense counsel for Stonefield Logistics Group Inc. in the above-referenced matter. I have read the Litigation Hold Memorandum in its entirety and understand its contents, directives, and instructions.
I understand that the above-referenced matter, Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, is a breach-of-contract action filed by Vantor Holdings Corp. ("Vantor" or "Plaintiff") in the United States District Court for the Southern District of New York. The claims in this action arise from and relate to the termination of the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) (the "TSA") between Stonefield Logistics Group Inc. and Vantor Transport Services LLC ("VTS"), a subsidiary of Vantor Holdings Corp. I further acknowledge that Calderwood & Harkness LLP was engaged as lead defense counsel for Stonefield effective September 1, 2022, and that the firm is authorized to act on Stonefield's behalf in all matters relating to this litigation, including the issuance and enforcement of litigation hold obligations.
SECTION 1: ACKNOWLEDGMENT OF RECEIPT
I hereby confirm receipt and thorough review of the Litigation Hold Memorandum dated September 2, 2022, as prepared and distributed by Patrick Gallagher of Calderwood & Harkness LLP.
I confirm my understanding that the litigation hold has been issued in connection with pending litigation, specifically Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), currently assigned to the Honorable Margaret T. Calloway, United States District Judge. I understand that this matter is actively pending before the Court and that discovery obligations have attached or will imminently attach.
I acknowledge and understand that Stonefield Logistics Group Inc. has a legal obligation — arising under federal law, the Federal Rules of Civil Procedure, and applicable case law — to preserve all potentially relevant documents and electronically stored information ("ESI") related to the claims and defenses asserted in this matter. I understand that this preservation obligation extends to all documents and ESI that may be relevant to the subject matter of the litigation, including documents that may support or undermine the claims or defenses of either party.
I further acknowledge that the litigation hold supersedes and takes precedence over any document retention or destruction policies, schedules, or practices that might otherwise apply under Stonefield's ordinary business operations, including but not limited to any routine deletion schedules, automated email purging protocols, data recycling procedures, or periodic document destruction cycles. I understand that no documents or ESI falling within the scope of this hold may be destroyed, deleted, discarded, overwritten, or otherwise disposed of, regardless of whether such destruction would otherwise be permitted or required under the Company's existing document management policies.
SECTION 2: UNDERSTANDING OF SCOPE OF PRESERVATION OBLIGATIONS
I confirm my understanding that the preservation obligation applies to all documents and ESI in my possession, custody, or control — whether stored on Company systems, personal devices, third-party platforms, cloud-based services, or in physical form — that relate to the following categories of materials, as specified in the Litigation Hold Memorandum dated September 2, 2022:
(a) Communications with or concerning Vantor entities and personnel. All communications, including but not limited to email correspondence, text messages, instant messages (including messages transmitted via Northgate Data Systems, Meridian Solutions, or any other messaging platform), voicemails, letters, memoranda, and any other written or electronic correspondence, with or concerning Vantor Holdings Corp., Vantor Transport Services LLC, or any of their officers, employees, agents, representatives, or affiliates, including but not limited to Nikolai Vantorovich, Sandra Milescu, Derek Pruitt, and Gregory Fielding.
(b) Transportation Services Agreement and related documents. All documents relating to the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315), including the TSA itself, all schedules and exhibits thereto, all amendments, addenda, modifications, and supplements, all related rate schedules and pricing appendices, and any correspondence or documentation relating to the negotiation, execution, interpretation, or administration of the TSA.
(c) Stonefield's performance under the TSA. All documents relating to Stonefield's performance of its obligations under the TSA, including volume tenders, freight shipment records, lane assignments, carrier utilization data, rate adjustment analyses, load planning documents, capacity allocation reports, and any internal or external reports, dashboards, or summaries tracking Stonefield's compliance with the TSA's terms and conditions.
(d) VTS's performance under the TSA. All documents relating to VTS's performance of its obligations under the TSA, including service level metrics, on-time pickup and delivery data, tender acceptance rates, equipment availability reports, cargo claims and damage reports, detention and demurrage records, and data from or relating to the VTS Carrier Performance Portal, including screenshots, exports, and reports generated from that platform.
(e) Cure Notice and related communications. All documents relating to the Cure Notice dated January 18, 2022, issued by Raymond Hess to Sandra Milescu, and all responses, communications, analyses, and internal discussions concerning that Cure Notice, including but not limited to Vantor's written response dated February 14, 2022, any internal assessments of VTS's remediation efforts, and any follow-up correspondence between the parties regarding compliance or non-compliance with the Cure Notice.
(f) Termination of the TSA. All documents relating to the termination of the TSA, including the termination letter dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC, and all internal and external communications, analyses, legal memoranda, and decision-making materials relating to the decision to terminate the TSA and the manner in which the termination was effectuated.
(g) Alternative carrier arrangements. All documents relating to Stonefield's use of alternative carriers following the deterioration of the VTS relationship or the termination of the TSA, including but not limited to documents concerning Cascade Freight Systems Inc. and Briarwood Trucking Co., as well as any carrier diversification decisions, requests for proposals, carrier onboarding materials, rate negotiations, and capacity planning documents relating to the replacement of VTS capacity.
(h) Internal analyses and communications regarding VTS and the Vantor relationship. All internal communications, reports, memoranda, presentations, analyses, board materials, executive briefings, and any other documents discussing VTS's performance, Stonefield's relationship with Vantor and/or VTS, the decision to issue the Cure Notice, the decision to terminate the TSA, or any related strategic, operational, or financial considerations.
(i) Freight routing and operational decisions. All documents relating to operational decisions regarding freight routing, lane assignments, spot market usage, broker utilization, and carrier network management to the extent such decisions relate to, arise from, or are connected with the VTS relationship, VTS's performance, or the transition away from VTS as a carrier.
(j) Force majeure notices and claims. All documents relating to any force majeure notices or claims under Section 12.1 of the TSA, including those related to COVID-19 impacts on freight demand during the period of approximately April 2020 through September 2020, and any internal or external communications, analyses, or determinations regarding the applicability, scope, or duration of force majeure provisions.
(k) Rate adjustment under TSA Section 5.3. All documents relating to the anticipated April 2022 rate adjustment under TSA Section 5.3, including any rate analysis memoranda, financial impact assessments, benchmarking studies, market analyses, pricing models, and internal or external communications concerning the proposed rate adjustment and its potential effects on the parties' contractual relationship.
(l) Financial records relating to the Vantor/VTS contract. All financial records, budgets, forecasts, projections, and analyses relating to the Vantor/VTS contract or the financial impact of the termination of the TSA, including revenue analyses, cost impact studies, transition cost estimates, and any profit-and-loss statements or margin analyses specific to the VTS-serviced freight lanes.
(m) Board materials and communications with Ridgeline Capital Partners. All board materials, presentations, memoranda, and communications with Ridgeline Capital Partners, LP, or its personnel — including but not limited to Alison Trang and Brendan Carey — concerning the Vantor/VTS relationship, the performance of VTS under the TSA, the Cure Notice, the termination of the TSA, or any strategic, operational, or financial matters relating to the foregoing.
I specifically acknowledge that, in my capacity as Senior Vice President, Operations of Stonefield Logistics Group Inc., I am identified as a key custodian with likely possession, custody, or control of documents and ESI relevant to this litigation. In particular, I understand that my role encompasses direct responsibility for and involvement in operational decisions, carrier relations, freight routing, performance monitoring, and network management activities related to VTS and the TSA, and that documents within my custody are likely to include materials responsive to multiple categories described above.
SECTION 3: SPECIFIC PRESERVATION UNDERTAKINGS
In light of the foregoing, I hereby agree to take the following specific actions to ensure full compliance with the litigation hold and with Stonefield's document preservation obligations:
(a) Immediate suspension of destruction. I will immediately suspend any and all deletion, destruction, overwriting, recycling, or disposal of documents and ESI falling within the categories described in Section 2 above. This suspension applies regardless of whether such documents would otherwise be subject to routine deletion, automated purging, or scheduled destruction under any Stonefield document retention or records management policy.
(b) Preservation of email and messaging. I will preserve all email correspondence — including sent items, drafts, archived items, and deleted-but-recoverable items — as well as all calendar entries and attachments, in my Stonefield email accounts (including my primary corporate email account and any additional or alias accounts) that relate to any of the categories described in Section 2. I will also preserve all messages sent or received through any corporate messaging platform, including Northgate Data Systems, to the extent they fall within the scope of the Hold.
(c) Preservation of electronic files on Company-issued devices and storage. I will preserve all electronic files on my company-issued devices, including my laptop computer, mobile phone (including text messages and messaging application data), and any tablet or other electronic device provided to me by Stonefield. I will also preserve all relevant files stored on local hard drives, shared network drives (including departmental and project-specific drives), and cloud-based storage services, including but not limited to Aldermere Systems, Cobalt Ridge Systems, and any other platform used in connection with my work at Stonefield.
(d) Preservation of physical documents. I will preserve all physical documents, including paper files, notebooks, printed reports, handwritten notes, annotated copies of agreements or correspondence, and any other tangible materials in my offices, files, personal workspace, or any other location where I store or maintain work-related documents, to the extent such materials relate to any of the categories described in Section 2.
(e) Prohibition on modification of documents. I will refrain from modifying, altering, editing, annotating, or otherwise changing the content, metadata, or any other aspect of original documents or ESI that are or may be relevant to this litigation. I understand that the preservation obligation requires that documents be maintained in their original form and condition.
(f) Notification of preservation risks. I will promptly notify Patrick Gallagher of Calderwood & Harkness LLP if I become aware of any documents or ESI within the scope of this Hold that may not be adequately preserved, that are at risk of loss, destruction, alteration, or degradation, or that may require special measures to ensure their continued availability and integrity. This notification obligation includes, but is not limited to, situations involving potential hardware failures, data migration projects, system upgrades, changes to software platforms, or any other circumstances that could affect the preservation of relevant materials.
(g) Cooperation with collection and production efforts. I will cooperate fully and in good faith with Tobias Wren, General Counsel of Stonefield Logistics Group Inc., and with Calderwood & Harkness LLP, in identifying, locating, collecting, reviewing, and producing potentially relevant documents and ESI. I understand that I may be asked to participate in custodian interviews, to assist in identifying relevant data sources, and to facilitate the collection of documents from systems, devices, and locations within my possession or control.
(h) Notification of third-party contact. I will promptly notify Patrick Gallagher of Calderwood & Harkness LLP if any third party — including opposing counsel, Caldwell Royce & Shapiro LLP, or any representative of Vantor Holdings Corp. or Vantor Transport Services LLC — contacts me directly regarding this litigation, requests documents or information from me relating to this matter, or attempts to communicate with me about the subject matter of this case. I understand that I should not respond to any such contact without first consulting with Calderwood & Harkness LLP.
SECTION 4: UNDERSTANDING OF CONSEQUENCES OF NON-COMPLIANCE
I acknowledge and understand that failure to comply with the litigation hold and the preservation obligations described herein may result in serious and significant consequences, including but not limited to:
(a) Court-imposed sanctions. The Court may impose sanctions against Stonefield Logistics Group Inc. for spoliation of evidence or failure to preserve relevant documents and ESI, including adverse inference instructions directing the jury to presume that destroyed or lost evidence was unfavorable to Stonefield, monetary penalties, cost-shifting orders, issue preclusion, or other remedial measures deemed appropriate by the Court under Federal Rule of Civil Procedure 37(e) or the Court's inherent authority.
(b) Spoliation claims. The opposing party, Vantor Holdings Corp., may assert spoliation claims or seek spoliation sanctions based on the destruction, loss, or alteration of relevant documents and ESI, which could materially prejudice Stonefield's defense in this action and result in significant adverse consequences at trial or in dispositive motion practice.
(c) Personal and professional consequences. Individuals who fail to comply with their preservation obligations may face personal and professional consequences, including disciplinary action by the Company, referral to the Court, potential contempt findings, and reputational harm. I understand that my obligation to preserve relevant documents is a serious professional responsibility and that non-compliance may have consequences beyond this specific litigation.
I understand that the obligation to preserve documents and ESI is ongoing and continues in full force and effect until I receive written notice from Calderwood & Harkness LLP or from Tobias Wren, General Counsel of Stonefield Logistics Group Inc., that the litigation hold has been formally lifted, modified, or narrowed. I further understand that I should not assume the Hold has been lifted simply because time has passed or because I have not received further communications regarding the Hold. The Hold remains in effect unless and until I receive affirmative written notice of its termination or modification.
SECTION 5: CONTACT INFORMATION FOR QUESTIONS
I acknowledge that any questions regarding the scope of the litigation hold, the relevance or responsiveness of specific documents or categories of documents, the proper handling of potentially relevant materials, or any other matter related to my preservation obligations should be directed to either of the following individuals:
Patrick Gallagher Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 509-4000
Email: pgallagher@calderwoodharkness.com
Tobias Wren General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102 Telephone: (817) 555-2200
Email: twren@stonefieldlogistics.com
I understand that I should err on the side of preservation in cases of doubt and should consult with Mr. Gallagher or Mr. Wren before making any determination that a document or category of documents falls outside the scope of the Hold.
ACKNOWLEDGMENT AND SIGNATURE
By my signature below, I hereby acknowledge that I have read this Litigation Hold Acknowledgment in its entirety, that I understand the obligations set forth herein, and that I agree to comply fully with all preservation obligations described in this document and in the Litigation Hold Memorandum dated September 2, 2022. I further certify that the statements made herein are true and accurate to the best of my knowledge and belief.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Carlos Medina
Title: Senior Vice President, Operations
Date: September 7, 2022
CONFIRMATION OF RECEIPT BY COUNSEL
The undersigned hereby confirms receipt of this signed Litigation Hold Acknowledgment from Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Patrick Gallagher
Title: Lead Associate, Litigation (General)
Date Received: ________
Distribution: Original to be maintained in the Calderwood & Harkness LLP file for Matter No. 1012-00005. Copy to be provided to Tobias Wren, General Counsel, Stonefield Logistics Group Inc., for retention in the Company's litigation files.
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — WORK PRODUCT