1012-00005 · Stonefield Logistics Group · Engagement & Administration

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8200 Facsimile: (212) 554-8201 www.calderwoodharkness.com

September 2, 2022

VIA EMAIL AND HAND DELIVERY

TO:

Tobias Wren, General Counsel, Stonefield Logistics Group Inc. Priya Ramachandran, Chief Financial Officer, Stonefield Logistics Group Inc. Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc. Janet Kirkwood, Vice President, Carrier Relations, Stonefield Logistics Group Inc. Raymond Hess, Director, Contract Compliance, Stonefield Logistics Group Inc.

FROM: Patrick Gallagher, Calderwood & Harkness LLP

RE: LITIGATION HOLD NOTICE — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

MATTER NO.: 1012-00005

LITIGATION HOLD MEMORANDUM

I. Purpose and Legal Obligation

Calderwood & Harkness LLP has been engaged as lead defense counsel for Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in connection with the lawsuit filed by Vantor Holdings Corp. ("Vantor") in the United States District Court for the Southern District of New York, Case No. 22-cv-07841 (the "Litigation"). Our engagement became effective on September 1, 2022, and we expect to file our Notice of Appearance with the Court on September 8, 2022.

This memorandum constitutes a formal litigation hold notice directing the immediate preservation of all documents and electronically stored information ("ESI") that may be relevant to the Litigation. The purpose of this notice is to ensure that Stonefield fully complies with its legal obligation to identify, locate, and preserve all potentially relevant evidence. This obligation extends to each individual who receives this memorandum and to all Stonefield personnel who possess, have access to, or are custodians of potentially relevant materials.

Federal law and the Federal Rules of Civil Procedure impose a duty to preserve potentially relevant evidence once litigation is reasonably anticipated or pending. This preservation duty attached no later than April 8, 2022, the date on which Vantor transmitted its formal demand letter to Stonefield, and arguably arose at an earlier date when the dispute between the parties first materialized. The duty to preserve continues in full force and effect until the Litigation is fully and finally resolved, including the exhaustion of any appeals.

It is critically important that all recipients of this memorandum understand the gravity of this obligation. Failure to preserve relevant materials can result in severe sanctions imposed by the Court, including adverse inference instructions to the jury, monetary penalties, issue preclusion, and other court-imposed consequences under Federal Rule of Civil Procedure 37(e). In cases of willful or grossly negligent spoliation, courts have entered default judgments against offending parties. Such sanctions could be devastating to Stonefield's defense of this matter.

Compliance with this litigation hold is mandatory for all recipients and for any other Stonefield personnel who possess, have access to, or are custodians of potentially relevant materials. This hold supersedes and takes priority over any existing document retention or destruction policies maintained by Stonefield. If there is any conflict between this hold and Stonefield's internal policies, the requirements of this hold control.

II. Summary of the Litigation

To provide context for the scope of materials that must be preserved, the following is a summary of the Litigation and its principal claims.

On August 12, 2022, Vantor Holdings Corp. filed a Complaint in the United States District Court for the Southern District of New York alleging that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"), Vantor's wholly owned operating subsidiary. The TSA governed the provision of over-the-road truckload freight transportation services by VTS on behalf of Stonefield across a network of designated lanes.

Vantor asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and seeks approximately $95.4 million in damages. Vantor's claimed damages include the following categories: liquidated damages under Section 14.2 of the TSA; lost profits for the remaining term of the agreement; stranded asset costs (including tractors, trailers, and related equipment acquired or dedicated by VTS in reliance on the TSA); workforce reduction costs (including severance and outplacement expenses for VTS employees terminated as a result of the contract termination); and mitigation costs allegedly incurred by VTS in attempting to secure alternative business following the termination.

The core of Vantor's claim is that Stonefield's termination for cause, which became effective on March 4, 2022, was pretextual and constituted a material breach of the TSA. Vantor contends that any performance deficiencies on VTS's part were either the result of Stonefield's own failure to tender the Annual Committed Volume under the TSA, were excusable under the force majeure provisions, or were adequately cured within the contractual cure period.

Stonefield's position, which we intend to vigorously advance, is that the termination was valid and properly effected for Cause under Section 13.1 of the TSA due to VTS's sustained and uncured failures to meet the contractual Service Level Obligations ("SLOs") set forth in the agreement. As detailed below, the performance data from the second half of 2021 and early 2022 reflects significant and persistent service failures across multiple SLO categories, which VTS failed to cure despite receiving a formal Cure Notice with a 45-day cure period.

Vantor is represented by the law firm of Caldwell Royce & Shapiro LLP, with Harrison Caldwell serving as lead partner on the matter. The case has been assigned to the Honorable Margaret T. Calloway, United States District Judge for the Southern District of New York. We anticipate that a Rule 16 initial pretrial conference will be scheduled in the coming weeks, at which time the Court will set a discovery schedule and related deadlines.

III. Scope of the Litigation Hold

A. Effective Date and Duration

This litigation hold is effective immediately upon your receipt of this memorandum and applies retroactively to all materials currently in existence, regardless of when such materials were created or received. You must not destroy, delete, modify, discard, overwrite, or otherwise alter any materials covered by this hold under any circumstances, even if such destruction would otherwise be permitted or required under Stonefield's regular document retention and destruction policies.

The hold shall remain in effect until Calderwood & Harkness LLP provides you with written notice that the hold has been lifted or modified. No oral communication from any person — including any Stonefield employee, officer, or agent — is sufficient to release you from your preservation obligations under this hold. Only a written communication from Calderwood & Harkness LLP can modify, narrow, or terminate this hold.

Effective immediately, all routine document destruction activities, automated deletion functions (including email auto-archive and auto-purge settings), and retention schedule purges must be suspended for all materials falling within the scope of this hold. Stonefield's Information Technology department must take the technical steps necessary to implement this suspension, as described in greater detail in Section VI below.

B. Relevant Time Period

The litigation hold covers all documents and ESI from January 1, 2018 through the present (and continuing on a prospective basis for newly created materials). This time period has been selected to capture:

• The period preceding the negotiation and execution of the TSA, including any preliminary discussions, requests for proposal, bid processes, or diligence activities that led to the Stonefield-VTS relationship;

• The negotiation and drafting period for the TSA (approximately late 2018 through March 15, 2019);

• The entire term of the TSA from its effective date of April 1, 2019 through the termination date of March 4, 2022;

• All subsequent events, including the pre-litigation demand letter from Vantor dated April 8, 2022, Stonefield's rejection dated April 29, 2022, the executive negotiation sessions in May and June 2022, and all events through the filing of the Complaint on August 12, 2022 and thereafter.

Any materials created or received after the date of this memorandum that fall within the subject matter categories described below must also be preserved on an ongoing basis.

C. Relevant Subject Matter Categories

The following categories of documents and ESI must be preserved. This list is illustrative and not exhaustive. When in doubt about whether a particular document or item of ESI falls within the scope of this hold, err on the side of preservation and contact Calderwood & Harkness for guidance.

1. The TSA and Related Agreements. All drafts, executed versions, amendments, addenda, supplements, schedules (including but not limited to Schedule B — Rate Structure and Schedule C — Exclusivity/Primary Lanes), exhibits, side letters, letter agreements, memoranda of understanding, and related correspondence concerning the Transportation Services Agreement (Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC. This includes any documents that modify, supplement, interpret, or clarify the terms of the TSA, whether or not formally executed as amendments.

2. Negotiation and Drafting of the TSA. All communications with Ashford Meridian LLP (including specifically with attorneys Lorraine Beckwith and Troy Nakamura) or any other outside counsel regarding the negotiation, drafting, review, and execution of the TSA. This category encompasses all internal and external communications regarding the following provisions, which are of particular significance to the Litigation:

• The liquidated damages provision (Section 14.2);

• The termination for cause provision (Section 13.1);

• The cure notice requirement (Section 13.2), including the 45-day cure period;

• The force majeure clause (Section 12.1);

• The consequential damages waiver (Section 15.1);

• The exclusivity provisions set forth in Schedule C; and

• The Annual Committed Volume provisions and related obligations.

This category also includes any negotiation term sheets, redline drafts, comparison documents, legal memoranda, or internal analyses prepared in connection with the negotiation of these provisions.

3. VTS/Vantor Performance and Service Levels. All records, reports, dashboards, data exports, analyses, correspondence, and communications concerning VTS's performance under the TSA. This includes, without limitation:

• On-time pickup rates and related metrics;

• On-time delivery rates and related metrics;

• Tender acceptance rates;

• Cargo claims data, individual claim files, claims reports, and claims trend analyses;

• Equipment availability records, including tractor and trailer counts, utilization reports, and fleet commitment analyses;

• Performance scorecards, carrier compliance reports, quarterly business review materials, and any other periodic assessments of VTS's performance;

• Any communications between Stonefield and VTS personnel regarding performance issues, corrective action plans, or remediation efforts.

Particular emphasis should be placed on materials from Q3 2021 through March 2022, the period during which VTS's performance deficiencies became most acute and during which the cure notice and termination occurred.

4. Specific Performance Metrics (Q4 2021). All data, reports, analyses, communications, and work papers reflecting or discussing VTS's performance metrics during Q4 2021, including specifically:

• The on-time pickup rate of 78.2% versus the contractual SLO of 95%;

• The on-time delivery rate of 81.6% versus the contractual SLO of 93%;

• The tender acceptance rate of 71.4% versus the contractual SLO of 90%;

• Equipment availability reflecting only 62% of the committed fleet (approximately 248 tractors versus the 400 tractors committed under the TSA);

• The cargo claims ratio, including the 16 claims totaling $387,400 in November–December 2021, yielding a 1.07% claims ratio versus the contractual SLO of ≤ 0.5%.

This includes the underlying raw data from which these metrics were derived, any data validation or quality assurance analyses, and any internal or external communications discussing or disputing these figures.

5. Cure Notice and Termination. All documents and communications related to:

• The formal Cure Notice dated January 18, 2022, issued by Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, VTS), including all drafts, internal review comments, and the final transmitted version;

• Vantor's response dated February 14, 2022, from Derek Pruitt (VP, Business Development, Vantor) to Janet Kirkwood (VP, Carrier Relations, Stonefield), including all internal analyses and discussions regarding the adequacy of that response;

• All internal analyses, memoranda, presentations, and discussions regarding whether VTS adequately cured the identified breaches within the 45-day cure period provided under Section 13.2 of the TSA;

• The formal termination letter dated March 4, 2022, from Tobias Wren (General Counsel, Stonefield) to Vantor/VTS, including all drafts, internal review comments, and outside counsel review;

• Any communications with outside counsel (Ashford Meridian LLP or Calderwood & Harkness LLP) regarding the cure notice or termination process.

6. Volume Tenders and Committed Volumes. All records of freight volume tendered by Stonefield to VTS under the TSA, including:

• Annual and monthly tender data for each contract year:

• CY1: April 2019–March 2020;

• CY2: April 2020–March 2021;

• CY3: April 2021–January 2022 (partial, through the last month of VTS operations prior to termination);

• The Annual Committed Volume of $43.2 million per year as set forth in the TSA;

• Any analyses, reconciliations, or communications regarding volume shortfalls, including the CY2 actual tenders of $31.8 million (approximately 73.6% of the Annual Committed Volume) and the CY3 partial tenders of $36.5 million (annualized);

• Any internal discussions or analyses regarding the reasons for volume shortfalls, including the impact of COVID-19, market conditions, or deliberate decisions to shift volume to alternative carriers.

7. Force Majeure. All documents and communications relating to Stonefield's invocation of the force majeure clause (Section 12.1 of the TSA) for the COVID-19 pandemic period (April 2020–September 2020), including:

• Any force majeure notices transmitted to or received from VTS;

• Internal analyses regarding the applicability and scope of the force majeure provision;

• Communications with VTS regarding the adjusted Annual Committed Volume during the force majeure period;

• Any analyses of the impact of the force majeure declaration on the parties' respective obligations.

8. Carrier Diversification and Alternative Carriers. All documents and communications relating to Stonefield's use of alternative carriers on any lanes, including specifically:

• Cascade Freight Systems Inc. — all records relating to Stonefield's engagement, onboarding, rate negotiations, lane assignments, and volumes awarded to Cascade;

• Briarwood Trucking Co. — all records relating to Stonefield's engagement, onboarding, rate negotiations, lane assignments, and volumes awarded to Briarwood;

• Records identifying which lanes (Primary Lanes versus Secondary Lanes under Schedule C of the TSA) were serviced by each carrier;

• Internal communications regarding decisions to shift volume away from VTS to alternative carriers, including specifically the internal email dated September 22, 2021, from Janet Kirkwood to Carlos Medina concerning diverting volume to Cascade and Briarwood on Lanes 8–14;

• Any analyses of whether the use of alternative carriers on Primary Lanes violated the exclusivity provisions of Schedule C.

9. Rate Adjustment Mechanism. All documents and communications concerning:

• The TSA's Rate Adjustment Mechanism set forth in Section 5.3;

• The anticipated April 2022 rate adjustment that would have taken effect had the TSA not been terminated;

• Any analysis of the projected rate increase, including the analysis prepared by or in conjunction with Ashford Meridian LLP showing a projected increase from a weighted average of $2.87/mile to $3.28/mile, representing a 14.3% increase and adding approximately $6.2 million in annual costs;

• Any internal discussions, memoranda, presentations, or board materials regarding the financial impact of the rate adjustment on the decision to terminate the TSA;

• Any communications suggesting or analyzing whether the upcoming rate increase was a motivating factor in the timing of the termination.

This category is of particular importance because Vantor's Complaint specifically alleges that the true reason for Stonefield's termination was to avoid the April 2022 rate adjustment, and that the invocation of VTS's performance failures was pretextual.

10. Pre-Litigation Demand and Negotiations. All documents and communications concerning:

• The Vantor demand letter dated April 8, 2022, and all internal analyses and responses thereto;

• Stonefield's rejection letter dated April 29, 2022;

• The executive negotiation session on May 16, 2022, between Marcus Denton (CEO, Stonefield) and Nikolai Vantorovich (CEO, Vantor), including any preparatory materials, notes, summaries, or follow-up communications;

• The telephonic negotiation session on June 3, 2022, including any preparatory materials, notes, summaries, or follow-up communications;

• Any other settlement discussions, mediation proposals, or resolution efforts between the parties, whether formal or informal.

11. Financial Records. All financial records, budgets, forecasts, projections, and analyses relating to the VTS/Vantor relationship, including:

• Revenue attributed to services provided by VTS under the TSA;

• Cost analyses, including rate comparisons between VTS and alternative carriers;

• Margin calculations and profitability analyses for the VTS relationship and for specific lanes;

• Any financial impact assessments of the TSA termination, including savings projections, transition costs, and net financial impact analyses;

• Any materials provided to Stonefield's board of directors, audit committee, or executive leadership regarding the financial aspects of the Vantor relationship or the Litigation.

12. Internal Strategy and Decision-Making. All internal memoranda, emails, presentations, board materials, committee meeting minutes, and communications reflecting Stonefield's decision-making process regarding:

• The Vantor/VTS relationship generally;

• Performance monitoring and the escalation of performance concerns;

• The decision to issue the Cure Notice;

• The decision to terminate the TSA;

• Post-termination strategy, including carrier transition planning;

• Any communications with Ridgeline Capital Partners, LP — including specifically with Douglas Whitmore, Alison Trang, and Brendan Carey — regarding the Vantor relationship, the TSA termination, or the Litigation. This includes any board presentations, investor updates, portfolio company reviews, or other communications in which the Vantor matter was discussed with Ridgeline or its representatives.

13. Communications with Vantor/VTS Personnel. All communications — whether by email, letter, telephone, text message, instant message, videoconference, or in person — with any Vantor or VTS employee, officer, director, agent, or representative, including specifically the following individuals:

• Nikolai Vantorovich, Chief Executive Officer, Vantor Holdings Corp.;

• Sandra Milescu, Chief Operating Officer, Vantor Transport Services LLC;

• Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.;

• Gregory Fielding, Chief Financial Officer, Vantor Holdings Corp.

This category also includes communications with any other Vantor or VTS personnel, even if not named above, to the extent such communications relate to the TSA, VTS's performance, the termination, or any related subject matter.

14. Insurance. All documents relating to insurance coverage potentially applicable to the Litigation, including:

• The Directors & Officers liability policy with Graymark Insurance Company, Policy No. GLG-DO-1025-00008, including the policy itself, any endorsements or amendments, any tender letters or coverage requests, and any coverage determinations, reservation of rights letters, or denial letters;

• The Commercial General Liability policy with Brindoval Mutual Insurance Co., Policy No. CGL-SLG-2022-11902, including the policy itself, any endorsements or amendments, any tender letters or coverage requests, and any coverage determinations, reservation of rights letters, or denial letters;

• Any other insurance policies that may provide coverage for the claims asserted in the Litigation;

• All communications with insurance brokers, carriers, or coverage counsel regarding the Litigation.

15. Lender Notifications. All documents and communications relating to notification of the Litigation to Lakeshore National Bank under the Senior Secured Credit Facility (Credit Agreement Reference No. LNB-SLG-2017-CA-4402), including:

• The notification letter dated August 24, 2022, and all drafts thereof;

• Any responses, inquiries, or follow-up communications from Catherine Devereaux or other Lakeshore National Bank personnel;

• Any internal analyses regarding the notification obligation under the Credit Agreement;

• Any communications with counsel regarding the lender notification process or any covenant compliance implications of the Litigation.

IV. Types of Materials Covered

The preservation obligation extends to all forms and formats in which potentially relevant information may exist. The following is a non-exhaustive description of the types of materials covered by this hold.

A. Electronically Stored Information (ESI)

The term "electronically stored information" or "ESI" is to be construed broadly and includes, without limitation, the following:

• Emails — including all attachments, sent items, drafts, deleted items (including items in "Deleted Items" and "Trash" folders), and archived emails — in all email systems, including Hollowell Systems, Strathmore Data Systems, any web-based email platforms, and any personal email accounts (e.g., Northgate Software, Cascade Health IT, Greaves Solutions) that were used at any time for business purposes relating to the subject matter of this hold.

• Text messages, instant messages, and messaging application communications — including but not limited to communications transmitted via Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Harborline Technologies, Westmark Software, SMS/MMS, or any other platform, application, or service used for business communications by any custodian. This includes both messages sent and received, as well as group chats and channels that may contain relevant communications.

• Word processing documents, spreadsheets, presentations, and PDF files — including documents created in Microsoft Word, Excel, Northgate Services Inc., Stonefield Health IT, Stonefield Services Inc., Pemberton Services Inc., Adobe Acrobat, and any other authoring application. This includes all versions, drafts, and revisions of such documents.

• Databases and enterprise system data — including data stored in any transportation management system ("TMS"), carrier management platform, carrier performance portal, scorecard or dashboard system, enterprise resource planning ("ERP") system, or any other database or application that contains data related to VTS, Vantor, or the performance, volumes, rates, or lanes at issue in the Litigation.

• Voicemail messages — if stored electronically in any format, including unified messaging systems, voicemail-to-email transcriptions, and recorded voicemail files.

• Calendar entries and meeting invitations — including all calendar events, meeting requests, acceptances, and associated notes or attachments in Hollowell Systems, Brightmoor Services Inc., or any other calendaring application, to the extent they relate to the subject matter of this hold.

• Network and cloud storage — including files stored on network drives, shared drives, departmental drives, Aldermere Systems sites, Cobalt Ridge Systems accounts, Hollowell Health IT, Larkspur Technologies, box, or any other cloud-based storage service used by Stonefield or its personnel for business purposes.

• Local storage — including files stored on local hard drives of desktop computers, laptop computers, and any other computing devices assigned to or used by custodians.

• Portable media — including files stored on USB flash drives, external hard drives, CDs, DVDs, and any other portable storage media in the possession or control of custodians.

• Mobile devices — including files, applications, and data stored on smartphones, tablets, and other mobile devices, whether company-issued or personal, to the extent such devices contain business communications or data relating to the subject matter of this hold.

• Backup tapes and disaster recovery media — Stonefield's IT department must identify and preserve all backup tapes, server images, snapshots, or other backup or disaster recovery media that may contain data from custodians' accounts or from relevant systems within the relevant time period (January 1, 2018 through the present).

• Metadata — All metadata associated with electronic files must be preserved. Metadata includes, but is not limited to, file creation dates, modification dates, author information, file paths, email headers, and any other system-generated data associated with electronic files. Do not take any action that would alter or strip metadata from potentially relevant files.

B. Hard-Copy Documents

The preservation obligation also applies to all tangible, hard-copy documents, including but not limited to:

• Paper files, memoranda, reports, correspondence, contracts, agreements, and amendments;

• Handwritten notes, notebooks, journals, day planners, and annotated documents;

• Printed copies of emails, spreadsheets, presentations, and other electronic documents;

• Photographs, diagrams, charts, and maps;

• Files maintained in individual offices, departmental file rooms, central filing systems, off-site storage facilities, and home offices.

Each custodian must identify and secure all physical files, binders, folders, notebooks, or other tangible materials relating to the subject matter of this hold. These materials must not be discarded, shredded, relocated, or reorganized without prior written approval from Calderwood & Harkness LLP.

C. Social Media and Web Content

The preservation obligation extends to any Stonefield social media posts, blog entries, website content, or online communications that relate to VTS, Vantor, or the TSA. This includes posts or content on corporate social media accounts (e.g., Westmark Health IT, Ashford Systems, Kestrel Services Inc.) as well as any posts or communications on personal social media accounts of custodians that reference or relate to the Vantor/VTS relationship, the TSA, or the Litigation.

If any custodian is aware of any relevant social media content, please notify Calderwood & Harkness immediately so that appropriate preservation steps can be taken, including web archiving if necessary.

V. Key Custodians

The following individuals have been identified as key custodians whose files, email accounts, electronic data, and hard-copy documents are subject to this litigation hold. Each custodian must take immediate steps to preserve all materials within the scope described above. This includes reviewing your files, email accounts, and personal devices to ensure that no relevant materials are at risk of loss, deletion, or destruction.

Additional custodians may be identified as this case progresses through discovery and as additional information becomes available. Calderwood & Harkness will promptly notify Tobias Wren of any additions to the custodian list, and Mr. Wren will be responsible for ensuring that newly identified custodians receive this memorandum and return executed Acknowledgment forms.

Important: If any recipient of this memorandum is aware of other Stonefield personnel — whether current employees, former employees, consultants, or contractors — who may possess relevant materials not listed above, please notify Patrick Gallagher at Calderwood & Harkness LLP immediately. It is essential that we identify all custodians as early as possible to ensure comprehensive preservation.

VI. Specific Preservation Instructions

A. Immediate Steps Required

The following steps must be taken immediately upon receipt of this memorandum. Each step requires prompt and verifiable action.

1. Suspend Auto-Deletion. Stonefield's Information Technology department must immediately suspend any auto-delete, auto-archive, or auto-purge functions for the email accounts of all identified custodians listed in Section V above. This includes any Strathmore Data Systems retention policies, mailbox size limitations that trigger automatic deletion, and any automated archiving processes that move emails to systems with shorter retention periods. The IT department must confirm in writing to both Tobias Wren and Patrick Gallagher (Calderwood & Harkness LLP) that these suspensions have been implemented, specifying the date and time of implementation and the systems affected.

2. Suspend Retention Policies. Any Stonefield document retention schedules, records management policies, or destruction schedules that are applicable to the categories of materials described in Section III above must be immediately suspended with respect to those materials. This suspension applies to both electronic and hard-copy records. No materials falling within the scope of this hold may be destroyed, discarded, or purged pursuant to any retention schedule, regardless of whether the scheduled destruction date has passed or is imminent.

3. Preserve Backup Media. Stonefield's IT department must identify and preserve all backup tapes, server images, system snapshots, or other backup or disaster recovery media that may contain data from the accounts of identified custodians or from relevant enterprise systems within the relevant time period (January 1, 2018 through the present). No backup media should be recycled, overwritten, or degaussed until the IT department has confirmed with Calderwood & Harkness that all relevant data has been extracted or otherwise preserved. The IT department should prepare an inventory of all relevant backup media and provide it to Calderwood & Harkness within ten (10) business days.

4. Preserve Mobile Device Data. Each custodian must preserve all data on business mobile devices (smartphones, tablets, and any other mobile computing devices) that are company-issued or used for company business. Do not perform factory resets, operating system upgrades that may erase data (unless data is first backed up and the backup is preserved), device trade-ins, or device returns without prior written approval from Calderwood & Harkness LLP. If any custodian's device is malfunctioning or requires replacement, contact Calderwood & Harkness before taking any action that could result in data loss.

5. Preserve Personal Device Data. If any custodian has used personal devices (personal smartphones, tablets, laptops, or home computers) or personal email accounts (e.g., Northgate Software, Cascade Health IT, Hotmail, or any other personal email service) for Stonefield business communications relating to Vantor, VTS, the TSA, or any other subject matter within the scope of this hold, those communications must be preserved. Each custodian must notify Patrick Gallagher at Calderwood & Harkness of any such usage so that appropriate preservation steps can be arranged. We recognize the sensitivity of personal device preservation and will work with each custodian to implement preservation in a manner that is proportionate and respects personal privacy to the extent possible, while ensuring compliance with our legal obligations.

6. Secure Physical Files. Each custodian and department head must identify and secure all physical files, binders, folders, notebooks, day planners, and any other tangible materials relating to the Vantor/VTS relationship. These materials must not be discarded, shredded, relocated, reorganized, or removed from Stonefield's premises without prior written approval from Calderwood & Harkness LLP. If materials are currently stored in locations that may be at risk (e.g., a departing employee's office, a location scheduled for renovation), please notify Calderwood & Harkness immediately so that arrangements can be made to secure those materials.

B. Ongoing Obligations

In addition to the immediate steps described above, the following ongoing obligations apply for the duration of this litigation hold:

• Preserve new materials. Continue to preserve all newly created documents and communications — whether electronic or hard-copy — that fall within the subject matter scope of this hold. This obligation applies prospectively and continues until Calderwood & Harkness provides written notice that the hold has been lifted.

• Departing custodians. If any identified custodian departs Stonefield — whether through resignation, termination, retirement, or any other separation — that custodian's files, email accounts, electronic data, and all other potentially relevant materials must be preserved in their entirety before the individual's departure. Under no circumstances should a departing custodian's email account be deleted or their files discarded. Tobias Wren must notify Calderwood & Harkness immediately upon learning of any pending or actual departure of an identified custodian so that appropriate preservation measures can be implemented.

• Do not modify existing documents. Do not modify, alter, edit, annotate, or overwrite any existing document that falls within the scope of this hold. The normal course-of-business creation of new documents is permitted, but existing documents must be maintained in their current state. If a document needs to be revised for ongoing business purposes, save the revised version as a new file and preserve the original version separately.

• Report any issues promptly. If any custodian becomes aware of any circumstance that may threaten the preservation of relevant materials — including system migrations, software upgrades, hardware failures, office relocations, or any other event — please notify Calderwood & Harkness immediately.

VII. Acknowledgment Requirement

Each recipient of this memorandum must sign and return the attached Litigation Hold Acknowledgment Form (Attachment A) to Patrick Gallagher at Calderwood & Harkness LLP within three (3) business days of receipt — that is, no later than September 7, 2022.

The Acknowledgment Form confirms that the recipient:

(a) Has read and understood this Litigation Hold Memorandum in its entirety;

(b) Will comply fully with all preservation obligations set forth herein;

(c) Has taken immediate steps to identify and preserve all materials within the scope of this hold that are in the recipient's possession, custody, or control; and

(d) Will promptly notify Calderwood & Harkness LLP of any questions, concerns, or issues regarding compliance with this hold.

Tobias Wren, as General Counsel and Stonefield's internal point of contact for this litigation hold, should coordinate the distribution of this memorandum to any additional Stonefield personnel who may possess relevant materials and ensure that their completed Acknowledgment Forms are also returned to Calderwood & Harkness within the specified timeframe. If additional copies of this memorandum or the Acknowledgment Form are needed, please contact Helen Tsao at Calderwood & Harkness.

The return of executed Acknowledgment Forms is an important component of Stonefield's ability to demonstrate good-faith compliance with its preservation obligations. Please treat this deadline seriously.

VIII. Consequences of Non-Compliance

We wish to emphasize the critical importance of full compliance with this litigation hold. Spoliation of evidence — defined as the destruction, alteration, or failure to preserve relevant materials after the duty to preserve has attached — is treated extremely seriously by federal courts and can result in devastating consequences for the offending party.

Under Federal Rule of Civil Procedure 37(e), if ESI that should have been preserved in the anticipation or conduct of litigation is lost because a party failed to take reasonable steps to preserve it, and it cannot be restored or replaced through additional discovery, the Court may:

• Order measures no greater than necessary to cure the prejudice resulting from the loss of the information; or

• If the Court finds that the party acted with the intent to deprive another party of the information's use in the litigation:

(i) Presume that the lost information was unfavorable to the party (an adverse inference instruction to the jury);

(ii) Instruct the jury that it may or must presume the information was unfavorable to the party; or

(iii) Dismiss the action or enter a default judgment against the offending party.

Courts in the Southern District of New York and elsewhere have imposed substantial monetary sanctions, evidentiary sanctions, and adverse inference instructions in cases involving the negligent or intentional destruction of relevant evidence. Such sanctions could significantly undermine Stonefield's ability to defend itself in this Litigation.

When in doubt, preserve. Any questions about whether specific materials fall within the scope of this hold should be resolved in favor of preservation. If you are uncertain about whether a particular document, email, file, or other item must be preserved, do not destroy or discard it. Instead, contact Patrick Gallagher or Simone Laroche at Calderwood & Harkness for guidance. It is far better to over-preserve than to risk the loss of potentially relevant evidence.

IX. Contact Information

All questions regarding this litigation hold — including questions about scope, compliance, preservation techniques, or any other matter — should be directed to the following individuals at Calderwood & Harkness LLP:

Patrick Gallagher, Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8247

Email: pgallagher@calderwoodharkness.com

Simone Laroche, Working Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8312

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8200 Facsimile: (212) 554-8201 www.calderwoodharkness.com
September 2, 2022
VIA EMAIL AND HAND DELIVERY
TO:
Tobias Wren, General Counsel, Stonefield Logistics Group Inc. Priya Ramachandran, Chief Financial Officer, Stonefield Logistics Group Inc. Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc. Janet Kirkwood, Vice President, Carrier Relations, Stonefield Logistics Group Inc. Raymond Hess, Director, Contract Compliance, Stonefield Logistics Group Inc.
FROM: Patrick Gallagher, Calderwood & Harkness LLP
RE: LITIGATION HOLD NOTICE — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
MATTER NO.: 1012-00005
LITIGATION HOLD MEMORANDUM
I. Purpose and Legal Obligation
Calderwood & Harkness LLP has been engaged as lead defense counsel for Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in connection with the lawsuit filed by Vantor Holdings Corp. ("Vantor") in the United States District Court for the Southern District of New York, Case No. 22-cv-07841 (the "Litigation"). Our engagement became effective on September 1, 2022, and we expect to file our Notice of Appearance with the Court on September 8, 2022.
This memorandum constitutes a formal litigation hold notice directing the immediate preservation of all documents and electronically stored information ("ESI") that may be relevant to the Litigation. The purpose of this notice is to ensure that Stonefield fully complies with its legal obligation to identify, locate, and preserve all potentially relevant evidence. This obligation extends to each individual who receives this memorandum and to all Stonefield personnel who possess, have access to, or are custodians of potentially relevant materials.
Federal law and the Federal Rules of Civil Procedure impose a duty to preserve potentially relevant evidence once litigation is reasonably anticipated or pending. This preservation duty attached no later than April 8, 2022, the date on which Vantor transmitted its formal demand letter to Stonefield, and arguably arose at an earlier date when the dispute between the parties first materialized. The duty to preserve continues in full force and effect until the Litigation is fully and finally resolved, including the exhaustion of any appeals.
It is critically important that all recipients of this memorandum understand the gravity of this obligation. Failure to preserve relevant materials can result in severe sanctions imposed by the Court, including adverse inference instructions to the jury, monetary penalties, issue preclusion, and other court-imposed consequences under Federal Rule of Civil Procedure 37(e). In cases of willful or grossly negligent spoliation, courts have entered default judgments against offending parties. Such sanctions could be devastating to Stonefield's defense of this matter.
Compliance with this litigation hold is mandatory for all recipients and for any other Stonefield personnel who possess, have access to, or are custodians of potentially relevant materials. This hold supersedes and takes priority over any existing document retention or destruction policies maintained by Stonefield. If there is any conflict between this hold and Stonefield's internal policies, the requirements of this hold control.
II. Summary of the Litigation
To provide context for the scope of materials that must be preserved, the following is a summary of the Litigation and its principal claims.
On August 12, 2022, Vantor Holdings Corp. filed a Complaint in the United States District Court for the Southern District of New York alleging that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"), Vantor's wholly owned operating subsidiary. The TSA governed the provision of over-the-road truckload freight transportation services by VTS on behalf of Stonefield across a network of designated lanes.
Vantor asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and seeks approximately $95.4 million in damages. Vantor's claimed damages include the following categories: liquidated damages under Section 14.2 of the TSA; lost profits for the remaining term of the agreement; stranded asset costs (including tractors, trailers, and related equipment acquired or dedicated by VTS in reliance on the TSA); workforce reduction costs (including severance and outplacement expenses for VTS employees terminated as a result of the contract termination); and mitigation costs allegedly incurred by VTS in attempting to secure alternative business following the termination.
The core of Vantor's claim is that Stonefield's termination for cause, which became effective on March 4, 2022, was pretextual and constituted a material breach of the TSA. Vantor contends that any performance deficiencies on VTS's part were either the result of Stonefield's own failure to tender the Annual Committed Volume under the TSA, were excusable under the force majeure provisions, or were adequately cured within the contractual cure period.
Stonefield's position, which we intend to vigorously advance, is that the termination was valid and properly effected for Cause under Section 13.1 of the TSA due to VTS's sustained and uncured failures to meet the contractual Service Level Obligations ("SLOs") set forth in the agreement. As detailed below, the performance data from the second half of 2021 and early 2022 reflects significant and persistent service failures across multiple SLO categories, which VTS failed to cure despite receiving a formal Cure Notice with a 45-day cure period.
Vantor is represented by the law firm of Caldwell Royce & Shapiro LLP, with Harrison Caldwell serving as lead partner on the matter. The case has been assigned to the Honorable Margaret T. Calloway, United States District Judge for the Southern District of New York. We anticipate that a Rule 16 initial pretrial conference will be scheduled in the coming weeks, at which time the Court will set a discovery schedule and related deadlines.
III. Scope of the Litigation Hold
A. Effective Date and Duration
This litigation hold is effective immediately upon your receipt of this memorandum and applies retroactively to all materials currently in existence, regardless of when such materials were created or received. You must not destroy, delete, modify, discard, overwrite, or otherwise alter any materials covered by this hold under any circumstances, even if such destruction would otherwise be permitted or required under Stonefield's regular document retention and destruction policies.
The hold shall remain in effect until Calderwood & Harkness LLP provides you with written notice that the hold has been lifted or modified. No oral communication from any person — including any Stonefield employee, officer, or agent — is sufficient to release you from your preservation obligations under this hold. Only a written communication from Calderwood & Harkness LLP can modify, narrow, or terminate this hold.
Effective immediately, all routine document destruction activities, automated deletion functions (including email auto-archive and auto-purge settings), and retention schedule purges must be suspended for all materials falling within the scope of this hold. Stonefield's Information Technology department must take the technical steps necessary to implement this suspension, as described in greater detail in Section VI below.
B. Relevant Time Period
The litigation hold covers all documents and ESI from January 1, 2018 through the present (and continuing on a prospective basis for newly created materials). This time period has been selected to capture:
•  The period preceding the negotiation and execution of the TSA, including any preliminary discussions, requests for proposal, bid processes, or diligence activities that led to the Stonefield-VTS relationship;
•  The negotiation and drafting period for the TSA (approximately late 2018 through March 15, 2019);
•  The entire term of the TSA from its effective date of April 1, 2019 through the termination date of March 4, 2022;
•  All subsequent events, including the pre-litigation demand letter from Vantor dated April 8, 2022, Stonefield's rejection dated April 29, 2022, the executive negotiation sessions in May and June 2022, and all events through the filing of the Complaint on August 12, 2022 and thereafter.
Any materials created or received after the date of this memorandum that fall within the subject matter categories described below must also be preserved on an ongoing basis.
C. Relevant Subject Matter Categories
The following categories of documents and ESI must be preserved. This list is illustrative and not exhaustive. When in doubt about whether a particular document or item of ESI falls within the scope of this hold, err on the side of preservation and contact Calderwood & Harkness for guidance.
1. The TSA and Related Agreements. All drafts, executed versions, amendments, addenda, supplements, schedules (including but not limited to Schedule B — Rate Structure and Schedule C — Exclusivity/Primary Lanes), exhibits, side letters, letter agreements, memoranda of understanding, and related correspondence concerning the Transportation Services Agreement (Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC. This includes any documents that modify, supplement, interpret, or clarify the terms of the TSA, whether or not formally executed as amendments.
2. Negotiation and Drafting of the TSA. All communications with Ashford Meridian LLP (including specifically with attorneys Lorraine Beckwith and Troy Nakamura) or any other outside counsel regarding the negotiation, drafting, review, and execution of the TSA. This category encompasses all internal and external communications regarding the following provisions, which are of particular significance to the Litigation:
•  The liquidated damages provision (Section 14.2);
•  The termination for cause provision (Section 13.1);
•  The cure notice requirement (Section 13.2), including the 45-day cure period;
•  The force majeure clause (Section 12.1);
•  The consequential damages waiver (Section 15.1);
•  The exclusivity provisions set forth in Schedule C; and
•  The Annual Committed Volume provisions and related obligations.
This category also includes any negotiation term sheets, redline drafts, comparison documents, legal memoranda, or internal analyses prepared in connection with the negotiation of these provisions.
3. VTS/Vantor Performance and Service Levels. All records, reports, dashboards, data exports, analyses, correspondence, and communications concerning VTS's performance under the TSA. This includes, without limitation:
•  On-time pickup rates and related metrics;
•  On-time delivery rates and related metrics;
•  Tender acceptance rates;
•  Cargo claims data, individual claim files, claims reports, and claims trend analyses;
•  Equipment availability records, including tractor and trailer counts, utilization reports, and fleet commitment analyses;
•  Performance scorecards, carrier compliance reports, quarterly business review materials, and any other periodic assessments of VTS's performance;
•  Any communications between Stonefield and VTS personnel regarding performance issues, corrective action plans, or remediation efforts.
Particular emphasis should be placed on materials from Q3 2021 through March 2022, the period during which VTS's performance deficiencies became most acute and during which the cure notice and termination occurred.
4. Specific Performance Metrics (Q4 2021). All data, reports, analyses, communications, and work papers reflecting or discussing VTS's performance metrics during Q4 2021, including specifically:
•  The on-time pickup rate of 78.2% versus the contractual SLO of 95%;
•  The on-time delivery rate of 81.6% versus the contractual SLO of 93%;
•  The tender acceptance rate of 71.4% versus the contractual SLO of 90%;
•  Equipment availability reflecting only 62% of the committed fleet (approximately 248 tractors versus the 400 tractors committed under the TSA);
•  The cargo claims ratio, including the 16 claims totaling $387,400 in November–December 2021, yielding a 1.07% claims ratio versus the contractual SLO of ≤ 0.5%.
This includes the underlying raw data from which these metrics were derived, any data validation or quality assurance analyses, and any internal or external communications discussing or disputing these figures.
5. Cure Notice and Termination. All documents and communications related to:
•  The formal Cure Notice dated January 18, 2022, issued by Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, VTS), including all drafts, internal review comments, and the final transmitted version;
•  Vantor's response dated February 14, 2022, from Derek Pruitt (VP, Business Development, Vantor) to Janet Kirkwood (VP, Carrier Relations, Stonefield), including all internal analyses and discussions regarding the adequacy of that response;
•  All internal analyses, memoranda, presentations, and discussions regarding whether VTS adequately cured the identified breaches within the 45-day cure period provided under Section 13.2 of the TSA;
•  The formal termination letter dated March 4, 2022, from Tobias Wren (General Counsel, Stonefield) to Vantor/VTS, including all drafts, internal review comments, and outside counsel review;
•  Any communications with outside counsel (Ashford Meridian LLP or Calderwood & Harkness LLP) regarding the cure notice or termination process.
6. Volume Tenders and Committed Volumes. All records of freight volume tendered by Stonefield to VTS under the TSA, including:
•  Annual and monthly tender data for each contract year:
•  CY1: April 2019–March 2020;
•  CY2: April 2020–March 2021;
•  CY3: April 2021–January 2022 (partial, through the last month of VTS operations prior to termination);
•  The Annual Committed Volume of $43.2 million per year as set forth in the TSA;
•  Any analyses, reconciliations, or communications regarding volume shortfalls, including the CY2 actual tenders of $31.8 million (approximately 73.6% of the Annual Committed Volume) and the CY3 partial tenders of $36.5 million (annualized);
•  Any internal discussions or analyses regarding the reasons for volume shortfalls, including the impact of COVID-19, market conditions, or deliberate decisions to shift volume to alternative carriers.
7. Force Majeure. All documents and communications relating to Stonefield's invocation of the force majeure clause (Section 12.1 of the TSA) for the COVID-19 pandemic period (April 2020–September 2020), including:
•  Any force majeure notices transmitted to or received from VTS;
•  Internal analyses regarding the applicability and scope of the force majeure provision;
•  Communications with VTS regarding the adjusted Annual Committed Volume during the force majeure period;
•  Any analyses of the impact of the force majeure declaration on the parties' respective obligations.
8. Carrier Diversification and Alternative Carriers. All documents and communications relating to Stonefield's use of alternative carriers on any lanes, including specifically:
•  Cascade Freight Systems Inc. — all records relating to Stonefield's engagement, onboarding, rate negotiations, lane assignments, and volumes awarded to Cascade;
•  Briarwood Trucking Co. — all records relating to Stonefield's engagement, onboarding, rate negotiations, lane assignments, and volumes awarded to Briarwood;
•  Records identifying which lanes (Primary Lanes versus Secondary Lanes under Schedule C of the TSA) were serviced by each carrier;
•  Internal communications regarding decisions to shift volume away from VTS to alternative carriers, including specifically the internal email dated September 22, 2021, from Janet Kirkwood to Carlos Medina concerning diverting volume to Cascade and Briarwood on Lanes 8–14;
•  Any analyses of whether the use of alternative carriers on Primary Lanes violated the exclusivity provisions of Schedule C.
9. Rate Adjustment Mechanism. All documents and communications concerning:
•  The TSA's Rate Adjustment Mechanism set forth in Section 5.3;
•  The anticipated April 2022 rate adjustment that would have taken effect had the TSA not been terminated;
•  Any analysis of the projected rate increase, including the analysis prepared by or in conjunction with Ashford Meridian LLP showing a projected increase from a weighted average of $2.87/mile to $3.28/mile, representing a 14.3% increase and adding approximately $6.2 million in annual costs;
•  Any internal discussions, memoranda, presentations, or board materials regarding the financial impact of the rate adjustment on the decision to terminate the TSA;
•  Any communications suggesting or analyzing whether the upcoming rate increase was a motivating factor in the timing of the termination.
This category is of particular importance because Vantor's Complaint specifically alleges that the true reason for Stonefield's termination was to avoid the April 2022 rate adjustment, and that the invocation of VTS's performance failures was pretextual.
10. Pre-Litigation Demand and Negotiations. All documents and communications concerning:
•  The Vantor demand letter dated April 8, 2022, and all internal analyses and responses thereto;
•  Stonefield's rejection letter dated April 29, 2022;
•  The executive negotiation session on May 16, 2022, between Marcus Denton (CEO, Stonefield) and Nikolai Vantorovich (CEO, Vantor), including any preparatory materials, notes, summaries, or follow-up communications;
•  The telephonic negotiation session on June 3, 2022, including any preparatory materials, notes, summaries, or follow-up communications;
•  Any other settlement discussions, mediation proposals, or resolution efforts between the parties, whether formal or informal.
11. Financial Records. All financial records, budgets, forecasts, projections, and analyses relating to the VTS/Vantor relationship, including:
•  Revenue attributed to services provided by VTS under the TSA;
•  Cost analyses, including rate comparisons between VTS and alternative carriers;
•  Margin calculations and profitability analyses for the VTS relationship and for specific lanes;
•  Any financial impact assessments of the TSA termination, including savings projections, transition costs, and net financial impact analyses;
•  Any materials provided to Stonefield's board of directors, audit committee, or executive leadership regarding the financial aspects of the Vantor relationship or the Litigation.
12. Internal Strategy and Decision-Making. All internal memoranda, emails, presentations, board materials, committee meeting minutes, and communications reflecting Stonefield's decision-making process regarding:
•  The Vantor/VTS relationship generally;
•  Performance monitoring and the escalation of performance concerns;
•  The decision to issue the Cure Notice;
•  The decision to terminate the TSA;
•  Post-termination strategy, including carrier transition planning;
•  Any communications with Ridgeline Capital Partners, LP — including specifically with Douglas Whitmore, Alison Trang, and Brendan Carey — regarding the Vantor relationship, the TSA termination, or the Litigation. This includes any board presentations, investor updates, portfolio company reviews, or other communications in which the Vantor matter was discussed with Ridgeline or its representatives.
13. Communications with Vantor/VTS Personnel. All communications — whether by email, letter, telephone, text message, instant message, videoconference, or in person — with any Vantor or VTS employee, officer, director, agent, or representative, including specifically the following individuals:
•  Nikolai Vantorovich, Chief Executive Officer, Vantor Holdings Corp.;
•  Sandra Milescu, Chief Operating Officer, Vantor Transport Services LLC;
•  Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.;
•  Gregory Fielding, Chief Financial Officer, Vantor Holdings Corp.
This category also includes communications with any other Vantor or VTS personnel, even if not named above, to the extent such communications relate to the TSA, VTS's performance, the termination, or any related subject matter.
14. Insurance. All documents relating to insurance coverage potentially applicable to the Litigation, including:
•  The Directors & Officers liability policy with Graymark Insurance Company, Policy No. GLG-DO-1025-00008, including the policy itself, any endorsements or amendments, any tender letters or coverage requests, and any coverage determinations, reservation of rights letters, or denial letters;
•  The Commercial General Liability policy with Brindoval Mutual Insurance Co., Policy No. CGL-SLG-2022-11902, including the policy itself, any endorsements or amendments, any tender letters or coverage requests, and any coverage determinations, reservation of rights letters, or denial letters;
•  Any other insurance policies that may provide coverage for the claims asserted in the Litigation;
•  All communications with insurance brokers, carriers, or coverage counsel regarding the Litigation.
15. Lender Notifications. All documents and communications relating to notification of the Litigation to Lakeshore National Bank under the Senior Secured Credit Facility (Credit Agreement Reference No. LNB-SLG-2017-CA-4402), including:
•  The notification letter dated August 24, 2022, and all drafts thereof;
•  Any responses, inquiries, or follow-up communications from Catherine Devereaux or other Lakeshore National Bank personnel;
•  Any internal analyses regarding the notification obligation under the Credit Agreement;
•  Any communications with counsel regarding the lender notification process or any covenant compliance implications of the Litigation.
IV. Types of Materials Covered
The preservation obligation extends to all forms and formats in which potentially relevant information may exist. The following is a non-exhaustive description of the types of materials covered by this hold.
A. Electronically Stored Information (ESI)
The term "electronically stored information" or "ESI" is to be construed broadly and includes, without limitation, the following:
•  Emails — including all attachments, sent items, drafts, deleted items (including items in "Deleted Items" and "Trash" folders), and archived emails — in all email systems, including Hollowell Systems, Strathmore Data Systems, any web-based email platforms, and any personal email accounts (e.g., Northgate Software, Cascade Health IT, Greaves Solutions) that were used at any time for business purposes relating to the subject matter of this hold.
•  Text messages, instant messages, and messaging application communications — including but not limited to communications transmitted via Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Harborline Technologies, Westmark Software, SMS/MMS, or any other platform, application, or service used for business communications by any custodian. This includes both messages sent and received, as well as group chats and channels that may contain relevant communications.
•  Word processing documents, spreadsheets, presentations, and PDF files — including documents created in Microsoft Word, Excel, Northgate Services Inc., Stonefield Health IT, Stonefield Services Inc., Pemberton Services Inc., Adobe Acrobat, and any other authoring application. This includes all versions, drafts, and revisions of such documents.
•  Databases and enterprise system data — including data stored in any transportation management system ("TMS"), carrier management platform, carrier performance portal, scorecard or dashboard system, enterprise resource planning ("ERP") system, or any other database or application that contains data related to VTS, Vantor, or the performance, volumes, rates, or lanes at issue in the Litigation.
•  Voicemail messages — if stored electronically in any format, including unified messaging systems, voicemail-to-email transcriptions, and recorded voicemail files.
•  Calendar entries and meeting invitations — including all calendar events, meeting requests, acceptances, and associated notes or attachments in Hollowell Systems, Brightmoor Services Inc., or any other calendaring application, to the extent they relate to the subject matter of this hold.
•  Network and cloud storage — including files stored on network drives, shared drives, departmental drives, Aldermere Systems sites, Cobalt Ridge Systems accounts, Hollowell Health IT, Larkspur Technologies, box, or any other cloud-based storage service used by Stonefield or its personnel for business purposes.
•  Local storage — including files stored on local hard drives of desktop computers, laptop computers, and any other computing devices assigned to or used by custodians.
•  Portable media — including files stored on USB flash drives, external hard drives, CDs, DVDs, and any other portable storage media in the possession or control of custodians.
•  Mobile devices — including files, applications, and data stored on smartphones, tablets, and other mobile devices, whether company-issued or personal, to the extent such devices contain business communications or data relating to the subject matter of this hold.
•  Backup tapes and disaster recovery media — Stonefield's IT department must identify and preserve all backup tapes, server images, snapshots, or other backup or disaster recovery media that may contain data from custodians' accounts or from relevant systems within the relevant time period (January 1, 2018 through the present).
•  Metadata — All metadata associated with electronic files must be preserved. Metadata includes, but is not limited to, file creation dates, modification dates, author information, file paths, email headers, and any other system-generated data associated with electronic files. Do not take any action that would alter or strip metadata from potentially relevant files.
B. Hard-Copy Documents
The preservation obligation also applies to all tangible, hard-copy documents, including but not limited to:
•  Paper files, memoranda, reports, correspondence, contracts, agreements, and amendments;
•  Handwritten notes, notebooks, journals, day planners, and annotated documents;
•  Printed copies of emails, spreadsheets, presentations, and other electronic documents;
•  Photographs, diagrams, charts, and maps;
•  Files maintained in individual offices, departmental file rooms, central filing systems, off-site storage facilities, and home offices.
Each custodian must identify and secure all physical files, binders, folders, notebooks, or other tangible materials relating to the subject matter of this hold. These materials must not be discarded, shredded, relocated, or reorganized without prior written approval from Calderwood & Harkness LLP.
C. Social Media and Web Content
The preservation obligation extends to any Stonefield social media posts, blog entries, website content, or online communications that relate to VTS, Vantor, or the TSA. This includes posts or content on corporate social media accounts (e.g., Westmark Health IT, Ashford Systems, Kestrel Services Inc.) as well as any posts or communications on personal social media accounts of custodians that reference or relate to the Vantor/VTS relationship, the TSA, or the Litigation.
If any custodian is aware of any relevant social media content, please notify Calderwood & Harkness immediately so that appropriate preservation steps can be taken, including web archiving if necessary.
V. Key Custodians
The following individuals have been identified as key custodians whose files, email accounts, electronic data, and hard-copy documents are subject to this litigation hold. Each custodian must take immediate steps to preserve all materials within the scope described above. This includes reviewing your files, email accounts, and personal devices to ensure that no relevant materials are at risk of loss, deletion, or destruction.
Additional custodians may be identified as this case progresses through discovery and as additional information becomes available. Calderwood & Harkness will promptly notify Tobias Wren of any additions to the custodian list, and Mr. Wren will be responsible for ensuring that newly identified custodians receive this memorandum and return executed Acknowledgment forms.
Important: If any recipient of this memorandum is aware of other Stonefield personnel — whether current employees, former employees, consultants, or contractors — who may possess relevant materials not listed above, please notify Patrick Gallagher at Calderwood & Harkness LLP immediately. It is essential that we identify all custodians as early as possible to ensure comprehensive preservation.
VI. Specific Preservation Instructions
A. Immediate Steps Required
The following steps must be taken immediately upon receipt of this memorandum. Each step requires prompt and verifiable action.
1. Suspend Auto-Deletion. Stonefield's Information Technology department must immediately suspend any auto-delete, auto-archive, or auto-purge functions for the email accounts of all identified custodians listed in Section V above. This includes any Strathmore Data Systems retention policies, mailbox size limitations that trigger automatic deletion, and any automated archiving processes that move emails to systems with shorter retention periods. The IT department must confirm in writing to both Tobias Wren and Patrick Gallagher (Calderwood & Harkness LLP) that these suspensions have been implemented, specifying the date and time of implementation and the systems affected.
2. Suspend Retention Policies. Any Stonefield document retention schedules, records management policies, or destruction schedules that are applicable to the categories of materials described in Section III above must be immediately suspended with respect to those materials. This suspension applies to both electronic and hard-copy records. No materials falling within the scope of this hold may be destroyed, discarded, or purged pursuant to any retention schedule, regardless of whether the scheduled destruction date has passed or is imminent.
3. Preserve Backup Media. Stonefield's IT department must identify and preserve all backup tapes, server images, system snapshots, or other backup or disaster recovery media that may contain data from the accounts of identified custodians or from relevant enterprise systems within the relevant time period (January 1, 2018 through the present). No backup media should be recycled, overwritten, or degaussed until the IT department has confirmed with Calderwood & Harkness that all relevant data has been extracted or otherwise preserved. The IT department should prepare an inventory of all relevant backup media and provide it to Calderwood & Harkness within ten (10) business days.
4. Preserve Mobile Device Data. Each custodian must preserve all data on business mobile devices (smartphones, tablets, and any other mobile computing devices) that are company-issued or used for company business. Do not perform factory resets, operating system upgrades that may erase data (unless data is first backed up and the backup is preserved), device trade-ins, or device returns without prior written approval from Calderwood & Harkness LLP. If any custodian's device is malfunctioning or requires replacement, contact Calderwood & Harkness before taking any action that could result in data loss.
5. Preserve Personal Device Data. If any custodian has used personal devices (personal smartphones, tablets, laptops, or home computers) or personal email accounts (e.g., Northgate Software, Cascade Health IT, Hotmail, or any other personal email service) for Stonefield business communications relating to Vantor, VTS, the TSA, or any other subject matter within the scope of this hold, those communications must be preserved. Each custodian must notify Patrick Gallagher at Calderwood & Harkness of any such usage so that appropriate preservation steps can be arranged. We recognize the sensitivity of personal device preservation and will work with each custodian to implement preservation in a manner that is proportionate and respects personal privacy to the extent possible, while ensuring compliance with our legal obligations.
6. Secure Physical Files. Each custodian and department head must identify and secure all physical files, binders, folders, notebooks, day planners, and any other tangible materials relating to the Vantor/VTS relationship. These materials must not be discarded, shredded, relocated, reorganized, or removed from Stonefield's premises without prior written approval from Calderwood & Harkness LLP. If materials are currently stored in locations that may be at risk (e.g., a departing employee's office, a location scheduled for renovation), please notify Calderwood & Harkness immediately so that arrangements can be made to secure those materials.
B. Ongoing Obligations
In addition to the immediate steps described above, the following ongoing obligations apply for the duration of this litigation hold:
•  Preserve new materials. Continue to preserve all newly created documents and communications — whether electronic or hard-copy — that fall within the subject matter scope of this hold. This obligation applies prospectively and continues until Calderwood & Harkness provides written notice that the hold has been lifted.
•  Departing custodians. If any identified custodian departs Stonefield — whether through resignation, termination, retirement, or any other separation — that custodian's files, email accounts, electronic data, and all other potentially relevant materials must be preserved in their entirety before the individual's departure. Under no circumstances should a departing custodian's email account be deleted or their files discarded. Tobias Wren must notify Calderwood & Harkness immediately upon learning of any pending or actual departure of an identified custodian so that appropriate preservation measures can be implemented.
•  Do not modify existing documents. Do not modify, alter, edit, annotate, or overwrite any existing document that falls within the scope of this hold. The normal course-of-business creation of new documents is permitted, but existing documents must be maintained in their current state. If a document needs to be revised for ongoing business purposes, save the revised version as a new file and preserve the original version separately.
•  Report any issues promptly. If any custodian becomes aware of any circumstance that may threaten the preservation of relevant materials — including system migrations, software upgrades, hardware failures, office relocations, or any other event — please notify Calderwood & Harkness immediately.
VII. Acknowledgment Requirement
Each recipient of this memorandum must sign and return the attached Litigation Hold Acknowledgment Form (Attachment A) to Patrick Gallagher at Calderwood & Harkness LLP within three (3) business days of receipt — that is, no later than September 7, 2022.
The Acknowledgment Form confirms that the recipient:
(a) Has read and understood this Litigation Hold Memorandum in its entirety;
(b) Will comply fully with all preservation obligations set forth herein;
(c) Has taken immediate steps to identify and preserve all materials within the scope of this hold that are in the recipient's possession, custody, or control; and
(d) Will promptly notify Calderwood & Harkness LLP of any questions, concerns, or issues regarding compliance with this hold.
Tobias Wren, as General Counsel and Stonefield's internal point of contact for this litigation hold, should coordinate the distribution of this memorandum to any additional Stonefield personnel who may possess relevant materials and ensure that their completed Acknowledgment Forms are also returned to Calderwood & Harkness within the specified timeframe. If additional copies of this memorandum or the Acknowledgment Form are needed, please contact Helen Tsao at Calderwood & Harkness.
The return of executed Acknowledgment Forms is an important component of Stonefield's ability to demonstrate good-faith compliance with its preservation obligations. Please treat this deadline seriously.
VIII. Consequences of Non-Compliance
We wish to emphasize the critical importance of full compliance with this litigation hold. Spoliation of evidence — defined as the destruction, alteration, or failure to preserve relevant materials after the duty to preserve has attached — is treated extremely seriously by federal courts and can result in devastating consequences for the offending party.
Under Federal Rule of Civil Procedure 37(e), if ESI that should have been preserved in the anticipation or conduct of litigation is lost because a party failed to take reasonable steps to preserve it, and it cannot be restored or replaced through additional discovery, the Court may:
•  Order measures no greater than necessary to cure the prejudice resulting from the loss of the information; or
•  If the Court finds that the party acted with the intent to deprive another party of the information's use in the litigation:
(i) Presume that the lost information was unfavorable to the party (an adverse inference instruction to the jury);
(ii) Instruct the jury that it may or must presume the information was unfavorable to the party; or
(iii) Dismiss the action or enter a default judgment against the offending party.
Courts in the Southern District of New York and elsewhere have imposed substantial monetary sanctions, evidentiary sanctions, and adverse inference instructions in cases involving the negligent or intentional destruction of relevant evidence. Such sanctions could significantly undermine Stonefield's ability to defend itself in this Litigation.
When in doubt, preserve. Any questions about whether specific materials fall within the scope of this hold should be resolved in favor of preservation. If you are uncertain about whether a particular document, email, file, or other item must be preserved, do not destroy or discard it. Instead, contact Patrick Gallagher or Simone Laroche at Calderwood & Harkness for guidance. It is far better to over-preserve than to risk the loss of potentially relevant evidence.
IX. Contact Information
All questions regarding this litigation hold — including questions about scope, compliance, preservation techniques, or any other matter — should be directed to the following individuals at Calderwood & Harkness LLP:
Patrick Gallagher, Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8247
Email: pgallagher@calderwoodharkness.com
Simone Laroche, Working Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8312
Email: slaroche@calderwoodharkness.com
Helen Tsao, Senior Paralegal Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8419
Email: htsao@calderwoodharkness.com
Stonefield's internal point of contact for coordination and implementation of this litigation hold is Tobias Wren, General Counsel. Mr. Wren is responsible for ensuring that this memorandum is distributed to all relevant Stonefield personnel, that Acknowledgment Forms are collected and returned, and that the preservation steps described herein are implemented across Stonefield's organization. Please direct any internal questions to Mr. Wren in the first instance; if outside counsel guidance is needed, Mr. Wren will coordinate with Calderwood & Harkness.
X. Confidentiality Notice
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation. It is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections.
This memorandum should not be disclosed to any third party — including any Vantor or VTS representative, any opposing counsel, any media outlet, any vendor, or any other person or entity outside of Stonefield — without the prior written consent of Calderwood & Harkness LLP. Unauthorized disclosure could result in waiver of the attorney-client privilege and the work product protection, which could cause irreparable harm to Stonefield's litigation position.
Distribution of this memorandum within Stonefield should be limited to those individuals who need to receive it for purposes of complying with the litigation hold obligations described herein. If you have any questions about whether a particular individual within Stonefield should receive a copy of this memorandum, please consult with Tobias Wren or Patrick Gallagher before distributing it.
Please do not hesitate to contact us with any questions. We appreciate your prompt attention to this important matter.
Respectfully,
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher Lead Associate Direct: (212) 554-8247 pgallagher@calderwoodharkness.com
Enclosure: Litigation Hold Acknowledgment Form (Attachment A)
cc: Margaret Hollister, Partner, Calderwood & Harkness LLP (via internal distribution)
ATTACHMENT A
LITIGATION HOLD ACKNOWLEDGMENT FORM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
Matter: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Matter No.: 1012-00005
Date of Litigation Hold Memorandum: September 2, 2022
I, the undersigned, hereby acknowledge and confirm the following:
1. Receipt and Understanding. I have received, read, and understand the Litigation Hold Memorandum dated September 2, 2022 (the "Memorandum"), prepared by Calderwood & Harkness LLP in connection with the above-referenced matter.
2. Compliance. I will fully comply with all preservation obligations set forth in the Memorandum. I understand that the litigation hold described in the Memorandum supersedes any existing Stonefield Logistics Group Inc. document retention or destruction policies with respect to materials falling within the scope of the hold.
3. Immediate Preservation Steps. I have taken immediate steps to identify and preserve all documents, electronically stored information, and other materials in my possession, custody, or control that fall within the scope of the litigation hold as described in the Memorandum. This includes, without limitation, suspending any auto-delete or auto-archive functions applicable to my email and electronic files, securing all relevant physical files, and preserving data on my mobile devices.
4. No Prior Destruction. I certify that, to the best of my knowledge, information, and belief, no documents, electronically stored information, or other materials falling within the scope of the litigation hold have been destroyed, deleted, discarded, or materially altered since April 8, 2022 (the date on which litigation was reasonably anticipated, being the date of Vantor Holdings Corp.'s demand letter) or, to the extent I became aware of the potential for litigation at an earlier date, since such earlier date.
5. Personal Devices and Accounts. I have reviewed whether I have used any personal devices (personal smartphones, tablets, laptops, or home computers) or personal email accounts for Stonefield business communications relating to Vantor, VTS, or the TSA. (Check one):
I have not used any personal devices or personal email accounts for such business communications.
I have used personal devices or personal email accounts for such business communications and will promptly notify Patrick Gallagher at Calderwood & Harkness LLP to arrange appropriate preservation.
6. Ongoing Obligation. I understand that the preservation obligations described in the Memorandum are ongoing and will remain in effect until I receive written notice from Calderwood & Harkness LLP that the litigation hold has been lifted or modified. I will continue to preserve all newly created documents and communications that fall within the scope of the hold.
7. Questions and Issues. I will promptly notify Calderwood & Harkness LLP (Patrick Gallagher, Simone Laroche, or Helen Tsao) or Tobias Wren (General Counsel, Stonefield Logistics Group Inc.) of any questions, concerns, or issues regarding my compliance with the litigation hold, including but not limited to any circumstances that may threaten the preservation of relevant materials.
CUSTODIAN ACKNOWLEDGMENT
Print Name: ________
Title: ________
Department: ________
Signature: ________
Date: ________
RETURN INSTRUCTIONS: Please sign and return this completed Acknowledgment Form to Patrick Gallagher, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or via email to pgallagher@calderwoodharkness.com, no later than September 7, 2022. Please retain a copy of this Acknowledgment Form and the Litigation Hold Memorandum for your records.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
Name | Title | Reason for Custodian Designation
Tobias Wren | General Counsel | Authorized and signed the termination letter dated March 4, 2022; provided legal oversight of the Vantor/VTS relationship; communicated with Ashford Meridian LLP regarding the TSA and the termination; communications with Lakeshore National Bank regarding lender notification
Priya Ramachandran | Chief Financial Officer | Financial analyses relating to the VTS relationship; budgeting and forecasting; volume tender data and reconciliation; lender notification to Lakeshore National Bank; financial impact assessments of the TSA termination
Carlos Medina | Senior Vice President, Operations | Operational oversight of the VTS relationship and carrier performance; recipient of Janet Kirkwood's September 22, 2021 email regarding volume diversion to alternative carriers; carrier management and lane assignment decisions
Janet Kirkwood | Vice President, Carrier Relations | Primary Stonefield relationship manager with VTS; authored the September 22, 2021 email to Carlos Medina regarding diverting volume to Cascade Freight Systems and Briarwood Trucking on Lanes 8–14; key fact witness regarding VTS performance, communications, and the cure process
Raymond Hess | Director, Contract Compliance | Issued the formal Cure Notice dated January 18, 2022 to Sandra Milescu (COO, VTS); compiled and maintained performance metrics, SLO tracking data, and carrier compliance reports; responsible for ongoing compliance monitoring of the TSA
Marcus Denton | Chief Executive Officer | Executive-level decision-making regarding the Vantor/VTS relationship and the TSA termination; participated in the May 16, 2022 executive negotiation session with Nikolai Vantorovich (CEO, Vantor); communications with Ridgeline Capital Partners, LP regarding the Vantor matter

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION

VIA EMAIL AND HAND DELIVERY

MATTER NO.: 1012-00005

LITIGATION HOLD MEMORANDUM

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