1012-00005 · Stonefield Logistics Group · Insurance & Lender Notifications

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STONEFIELD LOGISTICS GROUP INC. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102

September 6, 2022

Via Certified Mail, Return Receipt Requested and Via Electronic Mail

Claims Department Graymark Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103

Re: Notice of Claim and Tender of Defense Under Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871

Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, United States District Court for the Southern District of New York

Dear Claims Department:

I. Introduction and Purpose

I am the General Counsel of Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Fort Worth, Texas. I write on behalf of the Company and its current and former directors and officers in connection with the above-referenced litigation.

Stonefield is the named insured under Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871 (the "Policy"), issued by Graymark Insurance Company ("Graymark" or the "Insurer"), with an aggregate limit of liability of Fifteen Million Dollars ($15,000,000). The Policy is currently in force and effect.

The purpose of this letter is to provide Graymark with timely notice of a claim against the Company and certain of its directors and officers, and to formally tender the defense and indemnification of the Company and the individual insureds under the Policy in connection with the civil action captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, pending in the United States District Court for the Southern District of New York (the "Vantor Litigation" or the "Action").

Stonefield is providing this notice promptly and in full accordance with the notice provisions set forth in the Policy in order to preserve all rights of the Company and its directors and officers thereunder. The Company expressly reserves all of its rights under the Policy and under applicable law, and nothing in this letter shall be construed as a waiver of any such rights or as a limitation on the Company's entitlement to coverage, defense, or indemnification.

II. Description of the Insured

The insured entity and relevant organizational details are as follows:

Named Insured: Stonefield Logistics Group Inc., a Delaware corporation

Employer Identification Number (EIN): 83-2947106

Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801

Principal Place of Business: 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102

Industry: Transportation and logistics; mid-market freight brokerage, managed transportation, and supply chain solutions

Approximate Revenue: Fiscal Year 2021: approximately $1.42 billion; Fiscal Year 2022 (projected): approximately $1.28 billion

Approximate Number of Employees: approximately 2,800

Ownership: The Company is majority owned (approximately 72% equity) by Ridgeline Fund III, LP, an investment fund affiliated with Ridgeline Capital Partners, LP, a private equity firm headquartered at 300 Crescent Court, Suite 1500, Dallas, Texas 75201.

Senior Officers:

• Marcus Denton, Chief Executive Officer

• Priya Ramachandran, Chief Financial Officer

• Tobias Wren, General Counsel

The directors and officers of the Company who are potentially implicated by the claims asserted in the Vantor Litigation include the following individuals:

• Marcus Denton, Chief Executive Officer

• Priya Ramachandran, Chief Financial Officer

• Tobias Wren, General Counsel

• Carlos Medina, Senior Vice President, Operations

• Janet Kirkwood, Vice President, Carrier Relations

• Raymond Hess, Director, Contract Compliance

• Alison Trang, Director and Partner, Ridgeline Capital Partners, LP

• Brendan Carey, Board Observer and Vice President, Ridgeline Capital Partners, LP

Each of the foregoing individuals is believed to qualify as an "Insured Person" within the meaning of the Policy.

III. Description of the Claim

A. The Underlying Litigation

On August 12, 2022, Vantor Holdings Corp. ("Vantor"), a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018, filed a Complaint against Stonefield Logistics Group Inc. in the United States District Court for the Southern District of New York. The Action has been assigned Case No. 22-cv-07841 and is assigned to the Honorable Margaret T. Calloway, United States District Judge.

Vantor is a holding company. Its wholly owned operating subsidiary, Vantor Transport Services LLC ("VTS"), a New York limited liability company, was the direct counterparty to the contractual arrangement at the center of this dispute. Vantor has brought the Action in its capacity as the parent and sole owner of VTS and as an assignee of VTS's claims and interests under the relevant contract.

Vantor is represented in the Action by the law firm of Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, New York 10006. The lead counsel for Vantor is Harrison Caldwell, a named partner of that firm.

A true and correct copy of the Complaint is enclosed with this letter as Enclosure 1.

B. The Transportation Services Agreement

The dispute at the center of the Vantor Litigation arises out of a Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315), entered into between Stonefield, in its capacity as "Shipper-Broker," and VTS, in its capacity as "Carrier-Provider."

The TSA has a five-year term commencing on April 1, 2019 and expiring on March 31, 2024. It is governed by the laws of the State of New York, without regard to its conflicts-of-law provisions, and contains a forum selection clause designating the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, as the exclusive forums for any dispute arising out of or related to the agreement.

Under the terms of the TSA, VTS agreed to provide dedicated and on-demand truckload transportation services across specified freight lanes in the Northeast, Mid-Atlantic, and Southeast corridors. In consideration of VTS's commitment to maintain fleet capacity and service levels, Stonefield committed to tender a minimum Annual Committed Volume ("ACV") of Forty-Three Million Two Hundred Thousand Dollars ($43,200,000) per contract year, representing a total five-year commitment of approximately Two Hundred Sixteen Million Dollars ($216,000,000).

In exchange, VTS was obligated to maintain specified Service Level Obligations ("SLOs"), as set forth in Schedule C to the TSA. The key SLO benchmarks were as follows:

• On-time pickup rate: ≥ 95%

• On-time delivery rate: ≥ 93%

• Tender acceptance rate: ≥ 90%

• Cargo claims ratio: ≤ 0.5% of total freight value

• Equipment availability compliance: ≥ 85% of committed fleet capacity, consisting of 400 tractors and 1,200 trailers

The TSA further provided, in Section 14.2, for liquidated damages in the event Stonefield terminated the agreement other than "for Cause" (as that term is defined in Section 13.1(a) of the TSA). The liquidated damages formula specified that Stonefield would be liable for an amount equal to seventy-five percent (75%) of the ACV multiplied by the number of remaining contract years (or pro rata portion thereof) at the time of termination.

A true and correct copy of the TSA is enclosed with this letter as Enclosure 3.

C. Stonefield's Termination of the TSA

On January 18, 2022, Raymond Hess, Stonefield's Director of Contract Compliance, issued a written Cure Notice to VTS identifying material breaches of the TSA's Service Level Obligations during the fourth quarter of 2021 (October through December 2021). The Cure Notice detailed the following specific performance failures:

• On-time pickup rate: 78.2% (against the 95% SLO benchmark, representing a deficiency of 16.8 percentage points)

• On-time delivery rate: 81.6% (against the 93% SLO benchmark, representing a deficiency of 11.4 percentage points)

• Tender acceptance rate: 71.4% (against the 90% SLO benchmark, representing a deficiency of 18.6 percentage points)

• Equipment availability: Approximately 62% of committed fleet capacity, representing approximately 248 tractors available versus the 400 tractors required under the TSA

• Cargo claims ratio: Approximately 1.07%, based on sixteen (16) claims totaling $387,400 during November and December 2021, compared to the contractual maximum of 0.5%

The Cure Notice invoked the 30-day cure period prescribed by Section 13.2 of the TSA and expressly notified VTS that if the material breaches were not cured within thirty (30) days, Stonefield would exercise its right to terminate the TSA for Cause pursuant to Section 13.1(a).

A true and correct copy of the Cure Notice is enclosed with this letter as Enclosure 4.

On February 14, 2022, VTS responded to the Cure Notice through Derek Pruitt, Vice President of Business Development at Vantor. In its response, VTS acknowledged what it characterized as "operational challenges" but asserted that the performance deficiencies identified in the Cure Notice were caused by factors outside of VTS's control, including: (i) a nationwide driver shortage that materially impacted the trucking industry throughout 2021; (ii) Stonefield's own failure to tender the minimum committed volumes under the TSA during contract years two and three; and (iii) Stonefield's alleged diversion of freight volume to lower-cost spot market carriers. VTS did not, however, cure the identified breaches within the cure period.

The thirty-day cure period expired on February 17, 2022, without VTS having remedied the material breaches.

On March 4, 2022, I, in my capacity as General Counsel of Stonefield, sent a formal termination letter to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately for Cause pursuant to Section 13.1(a) of the TSA. The termination letter stated that VTS had failed to cure the identified material breaches within the cure period prescribed by Section 13.2, and that Stonefield was therefore entitled to terminate the TSA without further obligation under the liquidated damages provision of Section 14.2.

At the time of termination, approximately two (2) years and twenty-seven (27) days remained in the TSA term (the period from March 4, 2022 through March 31, 2024).

A true and correct copy of the termination letter is enclosed with this letter as Enclosure 5.

D. Vantor's Pre-Suit Demand

On April 8, 2022, Vantor, through its counsel at Caldwell Royce & Shapiro LLP, sent a demand letter to Stonefield claiming that Stonefield's termination of the TSA was wrongful and without legal justification. The demand letter asserted damages of approximately Ninety-Five Million Four Hundred Thousand Dollars ($95,400,000) and threatened litigation if the matter was not resolved within sixty (60) days.

A true and correct copy of the pre-suit demand letter is enclosed with this letter as Enclosure 2.

On April 29, 2022, I responded to the demand letter on behalf of Stonefield, rejecting Vantor's demand in its entirety. In that response, I also invoked the mandatory thirty-day executive negotiation period prescribed by Section 16 of the TSA, which requires that prior to initiating formal legal proceedings, the senior executives of both parties attempt to resolve any dispute through good-faith negotiations.

Pursuant to Section 16, two executive negotiation sessions took place:

• May 16, 2022: An in-person meeting between Marcus Denton, Chief Executive Officer of Stonefield, and Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor, at mutually agreed offices in New York, New York.

• June 3, 2022: A telephonic conference between the same principals and their respective counsel.

Neither session resulted in a resolution of the dispute. Following the failure of the executive negotiation process, Vantor initiated the Action by filing the Complaint on August 12, 2022.

E. Vantor's Claims and Alleged Damages

Vantor's Complaint alleges that Stonefield wrongfully terminated the TSA, that the purported termination for Cause was pretextual, and that Stonefield's termination constituted a material breach of the TSA. Specifically, Vantor asserts that the performance deficiencies cited by Stonefield in its Cure Notice and termination letter were manufactured or exaggerated, and that the true motivation for the termination was Stonefield's desire to avoid its contractual obligations and achieve cost savings for the benefit of the Company and its private equity sponsor.

Vantor claims the following damages, totaling approximately $95,400,000:

In addition to the foregoing damages, Vantor alleges that Stonefield failed to tender the Annual Committed Volume during contract years two and three of the TSA, that Stonefield diverted freight to competing carriers — specifically, Cascade Freight Systems Inc. and Briarwood Trucking Co. — in violation of exclusivity provisions contained in the TSA, and that Stonefield terminated the TSA in order to avoid paying higher rates under the April 2022 rate adjustment. Vantor alleges that the rate adjustment, which was contractually mandated under the TSA's annual repricing mechanism, would have resulted in a projected 14.3% increase to the weighted average per-mile rate, from approximately $2.87 per mile to $3.28 per mile, representing approximately $6,200,000 in additional annual transportation costs to Stonefield.

F. Relevance to Directors and Officers

Although the Complaint is styled as a breach of contract claim against the corporate entity, the allegations contained therein directly implicate the conduct and decision-making of the Company's directors and officers. Specifically, Vantor alleges that the decision to terminate the TSA was made by Stonefield's senior management and was pretextual in nature — that is, made to avoid contractual obligations and to achieve cost savings for the benefit of the Company and its private equity sponsor, Ridgeline Capital Partners, rather than in response to genuine performance deficiencies by VTS.

These allegations implicate the actions and decisions of the following individuals, each of whom is believed to qualify as an Insured Person under the Policy:

• Marcus Denton, Chief Executive Officer — participated in the executive negotiation sessions with Vantor's CEO; oversaw and approved the termination decision; is alleged in the Complaint to have directed the Company's strategic decision to exit the VTS relationship.

• Tobias Wren, General Counsel — authored the formal termination letter on behalf of the Company; participated in the executive negotiation sessions; supervised the Cure Notice process.

• Carlos Medina, Senior Vice President, Operations — the Complaint alleges that Mr. Medina received and participated in internal communications regarding a strategy to divert freight volume away from VTS and toward lower-cost carriers.

• Janet Kirkwood, Vice President, Carrier Relations — the Complaint references an internal email communication authored by Ms. Kirkwood discussing the potential termination of the VTS relationship and the diversion of volume to alternative carriers in advance of the Cure Notice.

• Raymond Hess, Director, Contract Compliance — Mr. Hess issued the Cure Notice and was responsible for determining the compliance metrics cited therein; the Complaint alleges that the compliance metrics were selectively calculated or manipulated.

• Alison Trang, Director (Partner, Ridgeline Capital Partners, LP) — as a member of the Company's Board of Directors and a partner at the Company's majority equity sponsor, Ms. Trang is implicated by the Complaint's allegations that the termination decision was driven by private equity sponsor influence and a desire to reduce costs to enhance returns.

• Brendan Carey, Board Observer (Vice President, Ridgeline Capital Partners, LP) — although a non-voting board observer, Mr. Carey is alleged in the Complaint to have participated in discussions concerning the Company's carrier cost-reduction strategy and the VTS termination.

The nature of Vantor's allegations — specifically, the claims of pretextual conduct, bad faith, and decision-making driven by private equity sponsor interests rather than legitimate business justifications — implicates the individual directors' and officers' exercise of their duties and could, depending on the course of the litigation, give rise to claims against those individuals personally or expose them to personal liability. Accordingly, the Company tenders this claim on behalf of itself and on behalf of each of the above-identified directors and officers.

IV. Tender of Defense and Indemnification

Stonefield Logistics Group Inc. hereby formally tenders the defense of the Vantor Litigation to Graymark Insurance Company under the Policy. The Company further tenders the defense on behalf of each of the directors and officers identified in Section III.F above who are or may become parties or targets of the claims asserted in the Action.

In connection with this tender, Stonefield respectfully requests that Graymark take the following actions:

1. Acknowledge receipt of this notice of claim and tender, confirming the date on which this notice was received by the Claims Department.

2. Confirm coverage under the Policy for the defense of the Company and its directors and officers in connection with the Vantor Litigation, including a determination as to whether the claims fall within the Policy's insuring agreements and whether any exclusions are asserted.

3. Assume or reimburse the costs of defense, including reasonable and necessary attorneys' fees, expert witness fees, consultant fees, court costs, and all related litigation expenses incurred in connection with the defense of the Action.

4. Indemnify the Company and its directors and officers for any amounts for which they may become legally obligated to pay in connection with the Vantor Litigation, including any judgment, settlement, or other resolution, up to the Policy's aggregate limit of Fifteen Million Dollars ($15,000,000).

The Company wishes to inform Graymark that it has engaged the law firm of Calderwood & Harkness LLP, located at 200 Park Avenue, 38th Floor, New York, New York 10166, as litigation defense counsel in the Action. The responsible partner on the matter is Samuel Eklund, and the billing partner is Linda Osei. Calderwood & Harkness LLP is a nationally recognized litigation firm with significant experience in complex commercial disputes and breach of contract matters of the type at issue in the Vantor Litigation. The Company believes that the retention of Calderwood & Harkness LLP is both reasonable and appropriate given the complexity and magnitude of the claims asserted.

Stonefield respectfully requests that Graymark advise the Company, in writing, whether Graymark consents to the retention of Calderwood & Harkness LLP as defense counsel under the Policy, or whether Graymark intends to designate its own panel counsel to handle the defense. In the event Graymark wishes to designate panel counsel, the Company reserves the right to object to any proposed counsel and to assert its rights under the Policy and applicable law to the selection of counsel of its choosing, particularly in the event of any actual or potential conflict of interest between the Insurer and the insureds.

Pending Graymark's coverage determination, Stonefield reserves the right to continue to defend the Vantor Litigation through its chosen counsel and to seek full reimbursement of all defense costs incurred from the date the Complaint was served, in the event that coverage is confirmed or is later determined to apply.

V. Stonefield's Position and Anticipated Defenses

While a full discussion of the Company's litigation strategy is beyond the scope of this notice letter, the Company wishes to inform Graymark of its general position regarding the merits of the Vantor Litigation.

Stonefield believes that Vantor's claims lack merit and intends to vigorously defend the Action. The Company's position is as follows:

Valid Termination for Cause. The termination of the TSA was valid and properly effected for Cause based on VTS's sustained and severe failures to meet the TSA's Service Level Obligations during the fourth quarter of 2021. These failures — including an on-time pickup rate nearly 17 percentage points below the contractual threshold, an equipment availability rate nearly 23 percentage points below the contractual threshold, and a cargo claims ratio more than double the permitted maximum — were documented in the Cure Notice, were not disputed by VTS in substance, and were not cured within the thirty-day cure period prescribed by Section 13.2 of the TSA.

Inapplicability of the Liquidated Damages Clause. The liquidated damages provision of TSA Section 14.2 is, by its express terms, applicable only to terminations other than "for Cause." Because the termination was effected for Cause, the liquidated damages clause does not apply. In the alternative, and even assuming arguendo that the termination were deemed not to be for Cause, the liquidated damages formula specified in Section 14.2 yields a result that is grossly disproportionate to any reasonably anticipated harm and constitutes an unenforceable penalty under New York law. See Truck Rent-A-Ctr., Inc. v. Purdy Corp., 41 N.Y.2d 354 (1977); Kestrel Corporation, 4 N.Y.3d 373 (2005).

Affirmative Defenses. The Company intends to assert, among other defenses, that Vantor failed to mitigate its damages, that VTS's own material breaches of the TSA preclude recovery under the first-to-breach doctrine, and that VTS's contributory conduct — including its failure to maintain the requisite fleet capacity and its operational failures — bars or substantially reduces any damages to which Vantor may be entitled.

Pre-Answer Motions. The Company, through its counsel, intends to pursue appropriate pre-answer motions, including a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure, and will vigorously contest the legal sufficiency of Vantor's claims at the earliest opportunity.

The Company's assessment, based on the advice of its litigation counsel and a thorough analysis of the factual and legal issues presented, is that the maximum realistic exposure to the Company — even under adverse assumptions — is substantially below the total claimed damages of $95,400,000. Nevertheless, the claims are significant and the litigation will require substantial resources to defend, which is precisely the type of risk the Policy was designed to address.

VI. Reservation of Rights

Stonefield Logistics Group Inc. expressly reserves all of its rights under the Policy, at law, and in equity, including but not limited to the following:

• The right to seek full coverage for defense costs and indemnification under the Policy for the Vantor Litigation and any related claims, proceedings, or investigations that may arise;

• The right to challenge any denial, limitation, or restriction of coverage imposed by Graymark, whether in whole or in part;

• The right to assert that any delay or failure by Graymark to respond to this notice of claim, to acknowledge coverage, or to assume or reimburse defense costs constitutes a waiver of any coverage defenses, reservations, or exclusions that Graymark might otherwise assert;

• The right to recover all defense costs incurred by the Company and its directors and officers from and after the date the Complaint was served, in the event that coverage is confirmed or is later determined to apply, whether by agreement, judicial determination, or otherwise;

• The right to assert and pursue any claim for bad faith, breach of contract, or breach of the implied covenant of good faith and fair dealing against Graymark in the event that coverage is wrongfully denied or unreasonably delayed; and

• The right to seek coverage under any other applicable insurance policy or program maintained by the Company, without prejudice to the Company's rights under the Policy.

The Company's tender of this claim shall not be construed as an admission that the Policy provides the exclusive or sole source of insurance coverage for the Vantor Litigation, or as a waiver of any rights the Company or its directors and officers may have under any other applicable insurance policy, contract, or indemnification arrangement.

In this regard, the Company notes that Stonefield also maintains a Commercial General Liability insurance policy with Brindoval Mutual Insurance Co., Policy No. CGL-SLG-2022-11902. However, the Company understands that commercial general liability policies generally do not provide coverage for breach of contract claims, and accordingly Stonefield is not tendering the Vantor Litigation under that policy at this time. The Company reserves the right to tender under that or any other policy in the future should circumstances warrant.

VII. Request for Prompt Response

Given the pendency of the Vantor Litigation and the need for the Company and its counsel to make timely decisions regarding the defense of the Action, Stonefield respectfully requests that Graymark provide a written coverage determination within thirty (30) days of receipt of this notice, or such shorter period as may be required by the terms of the Policy or by applicable law. The Company emphasizes the importance of a prompt and substantive response in order to avoid prejudice to the Company and its directors and officers in the defense of the litigation.

If Graymark intends to deny coverage, in whole or in part, or to issue a reservation of rights letter, Stonefield requests that Graymark set forth in writing the specific grounds for any such denial or reservation, with particular reference to the applicable Policy provisions, definitions, exclusions, or conditions upon which Graymark relies.

All communications regarding this claim should be directed to:

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

Email: twren@stonefieldlogistics.com

with a copy to:

Samuel Eklund Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 555-7800

Email: seklund@calderwoodharkness.com

VIII. Enclosed Materials

The following documents are enclosed with this notice for Graymark's review:

1. Copy of the Complaint, Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), filed August 12, 2022;

2. Copy of Vantor's pre-suit demand letter dated April 8, 2022, from Caldwell Royce & Shapiro LLP;

3. Copy of the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315);

4. Copy of Stonefield's Cure Notice dated January 18, 2022, from Raymond Hess (Director, Contract Compliance) to VTS;

5. Copy of Stonefield's Termination Letter dated March 4, 2022, from Tobias Wren (General Counsel) to Vantor Holdings Corp. and Vantor Transport Services LLC; and

6. Copy of the declarations page of Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871.

IX. Closing

Stonefield will continue to provide Graymark with updates regarding the Vantor Litigation as material developments occur and as required by the terms of the Policy. The Company will cooperate fully with Graymark's reasonable requests for information in connection with its investigation and evaluation of this claim.

Stonefield respectfully requests that Graymark acknowledge receipt of this notice and the enclosed materials at its earliest convenience by contacting the undersigned at the address and contact information set forth above.

We look forward to Graymark's prompt attention to this matter.

Very truly yours,

STONEFIELD LOGISTICS GROUP INC.

By: ________

Tobias Wren General Counsel 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102 Telephone: (817) 555-4200

Email: twren@stonefieldlogistics.com

cc:

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

Marcus Denton, Chief Executive Officer, Stonefield Logistics Group Inc.

Priya Ramachandran, Chief Financial Officer, Stonefield Logistics Group Inc.

Alison Trang, Partner, Ridgeline Capital Partners, LP, 300 Crescent Court, Suite 1500, Dallas, TX 75201

Enclosures (6)

Category	Amount	Basis
Liquidated damages (2 full remaining contract years)	$64,800,000	75% × $43.2M ACV × 2 years
Liquidated damages (partial remaining year — 27 days)	$2,430,000	75% × $43.2M ACV × 27/365
Lost profits (above-contract margin)	$18,700,000	Alleged 12% operating margin on SLG freight over remaining committed volume
Stranded assets and costs	$5,200,000	Depreciation on tractors/trailers acquired for SLG contract; lease termination costs
Workforce reduction costs	$2,870,000	Severance and unemployment costs for approximately 180 drivers and support staff
Mitigation costs	$1,400,000	Costs incurred seeking replacement freight
Total Claimed Damages	$95,400,000

STONEFIELD LOGISTICS GROUP INC. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102
September 6, 2022
Via Certified Mail, Return Receipt Requested and Via Electronic Mail
Claims Department Graymark Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103
Re: Notice of Claim and Tender of Defense Under Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871
Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, United States District Court for the Southern District of New York
Dear Claims Department:
I. Introduction and Purpose
I am the General Counsel of Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Fort Worth, Texas. I write on behalf of the Company and its current and former directors and officers in connection with the above-referenced litigation.
Stonefield is the named insured under Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871 (the "Policy"), issued by Graymark Insurance Company ("Graymark" or the "Insurer"), with an aggregate limit of liability of Fifteen Million Dollars ($15,000,000). The Policy is currently in force and effect.
The purpose of this letter is to provide Graymark with timely notice of a claim against the Company and certain of its directors and officers, and to formally tender the defense and indemnification of the Company and the individual insureds under the Policy in connection with the civil action captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, pending in the United States District Court for the Southern District of New York (the "Vantor Litigation" or the "Action").
Stonefield is providing this notice promptly and in full accordance with the notice provisions set forth in the Policy in order to preserve all rights of the Company and its directors and officers thereunder. The Company expressly reserves all of its rights under the Policy and under applicable law, and nothing in this letter shall be construed as a waiver of any such rights or as a limitation on the Company's entitlement to coverage, defense, or indemnification.
II. Description of the Insured
The insured entity and relevant organizational details are as follows:
Named Insured: Stonefield Logistics Group Inc., a Delaware corporation
Employer Identification Number (EIN): 83-2947106
Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801
Principal Place of Business: 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102
Industry: Transportation and logistics; mid-market freight brokerage, managed transportation, and supply chain solutions
Approximate Revenue: Fiscal Year 2021: approximately $1.42 billion; Fiscal Year 2022 (projected): approximately $1.28 billion
Approximate Number of Employees: approximately 2,800
Ownership: The Company is majority owned (approximately 72% equity) by Ridgeline Fund III, LP, an investment fund affiliated with Ridgeline Capital Partners, LP, a private equity firm headquartered at 300 Crescent Court, Suite 1500, Dallas, Texas 75201.
Senior Officers:
• Marcus Denton, Chief Executive Officer
• Priya Ramachandran, Chief Financial Officer
• Tobias Wren, General Counsel
The directors and officers of the Company who are potentially implicated by the claims asserted in the Vantor Litigation include the following individuals:
• Marcus Denton, Chief Executive Officer
• Priya Ramachandran, Chief Financial Officer
• Tobias Wren, General Counsel
• Carlos Medina, Senior Vice President, Operations
• Janet Kirkwood, Vice President, Carrier Relations
• Raymond Hess, Director, Contract Compliance
• Alison Trang, Director and Partner, Ridgeline Capital Partners, LP
• Brendan Carey, Board Observer and Vice President, Ridgeline Capital Partners, LP
Each of the foregoing individuals is believed to qualify as an "Insured Person" within the meaning of the Policy.
III. Description of the Claim
A. The Underlying Litigation
On August 12, 2022, Vantor Holdings Corp. ("Vantor"), a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018, filed a Complaint against Stonefield Logistics Group Inc. in the United States District Court for the Southern District of New York. The Action has been assigned Case No. 22-cv-07841 and is assigned to the Honorable Margaret T. Calloway, United States District Judge.
Vantor is a holding company. Its wholly owned operating subsidiary, Vantor Transport Services LLC ("VTS"), a New York limited liability company, was the direct counterparty to the contractual arrangement at the center of this dispute. Vantor has brought the Action in its capacity as the parent and sole owner of VTS and as an assignee of VTS's claims and interests under the relevant contract.
Vantor is represented in the Action by the law firm of Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, New York 10006. The lead counsel for Vantor is Harrison Caldwell, a named partner of that firm.
A true and correct copy of the Complaint is enclosed with this letter as Enclosure 1.
B. The Transportation Services Agreement
The dispute at the center of the Vantor Litigation arises out of a Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315), entered into between Stonefield, in its capacity as "Shipper-Broker," and VTS, in its capacity as "Carrier-Provider."
The TSA has a five-year term commencing on April 1, 2019 and expiring on March 31, 2024. It is governed by the laws of the State of New York, without regard to its conflicts-of-law provisions, and contains a forum selection clause designating the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, as the exclusive forums for any dispute arising out of or related to the agreement.
Under the terms of the TSA, VTS agreed to provide dedicated and on-demand truckload transportation services across specified freight lanes in the Northeast, Mid-Atlantic, and Southeast corridors. In consideration of VTS's commitment to maintain fleet capacity and service levels, Stonefield committed to tender a minimum Annual Committed Volume ("ACV") of Forty-Three Million Two Hundred Thousand Dollars ($43,200,000) per contract year, representing a total five-year commitment of approximately Two Hundred Sixteen Million Dollars ($216,000,000).
In exchange, VTS was obligated to maintain specified Service Level Obligations ("SLOs"), as set forth in Schedule C to the TSA. The key SLO benchmarks were as follows:
• On-time pickup rate: ≥ 95%
• On-time delivery rate: ≥ 93%
• Tender acceptance rate: ≥ 90%
• Cargo claims ratio: ≤ 0.5% of total freight value
• Equipment availability compliance: ≥ 85% of committed fleet capacity, consisting of 400 tractors and 1,200 trailers
The TSA further provided, in Section 14.2, for liquidated damages in the event Stonefield terminated the agreement other than "for Cause" (as that term is defined in Section 13.1(a) of the TSA). The liquidated damages formula specified that Stonefield would be liable for an amount equal to seventy-five percent (75%) of the ACV multiplied by the number of remaining contract years (or pro rata portion thereof) at the time of termination.
A true and correct copy of the TSA is enclosed with this letter as Enclosure 3.
C. Stonefield's Termination of the TSA
On January 18, 2022, Raymond Hess, Stonefield's Director of Contract Compliance, issued a written Cure Notice to VTS identifying material breaches of the TSA's Service Level Obligations during the fourth quarter of 2021 (October through December 2021). The Cure Notice detailed the following specific performance failures:
• On-time pickup rate: 78.2% (against the 95% SLO benchmark, representing a deficiency of 16.8 percentage points)
• On-time delivery rate: 81.6% (against the 93% SLO benchmark, representing a deficiency of 11.4 percentage points)
• Tender acceptance rate: 71.4% (against the 90% SLO benchmark, representing a deficiency of 18.6 percentage points)
• Equipment availability: Approximately 62% of committed fleet capacity, representing approximately 248 tractors available versus the 400 tractors required under the TSA
• Cargo claims ratio: Approximately 1.07%, based on sixteen (16) claims totaling $387,400 during November and December 2021, compared to the contractual maximum of 0.5%
The Cure Notice invoked the 30-day cure period prescribed by Section 13.2 of the TSA and expressly notified VTS that if the material breaches were not cured within thirty (30) days, Stonefield would exercise its right to terminate the TSA for Cause pursuant to Section 13.1(a).
A true and correct copy of the Cure Notice is enclosed with this letter as Enclosure 4.
On February 14, 2022, VTS responded to the Cure Notice through Derek Pruitt, Vice President of Business Development at Vantor. In its response, VTS acknowledged what it characterized as "operational challenges" but asserted that the performance deficiencies identified in the Cure Notice were caused by factors outside of VTS's control, including: (i) a nationwide driver shortage that materially impacted the trucking industry throughout 2021; (ii) Stonefield's own failure to tender the minimum committed volumes under the TSA during contract years two and three; and (iii) Stonefield's alleged diversion of freight volume to lower-cost spot market carriers. VTS did not, however, cure the identified breaches within the cure period.
The thirty-day cure period expired on February 17, 2022, without VTS having remedied the material breaches.
On March 4, 2022, I, in my capacity as General Counsel of Stonefield, sent a formal termination letter to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately for Cause pursuant to Section 13.1(a) of the TSA. The termination letter stated that VTS had failed to cure the identified material breaches within the cure period prescribed by Section 13.2, and that Stonefield was therefore entitled to terminate the TSA without further obligation under the liquidated damages provision of Section 14.2.
At the time of termination, approximately two (2) years and twenty-seven (27) days remained in the TSA term (the period from March 4, 2022 through March 31, 2024).
A true and correct copy of the termination letter is enclosed with this letter as Enclosure 5.
D. Vantor's Pre-Suit Demand
On April 8, 2022, Vantor, through its counsel at Caldwell Royce & Shapiro LLP, sent a demand letter to Stonefield claiming that Stonefield's termination of the TSA was wrongful and without legal justification. The demand letter asserted damages of approximately Ninety-Five Million Four Hundred Thousand Dollars ($95,400,000) and threatened litigation if the matter was not resolved within sixty (60) days.
A true and correct copy of the pre-suit demand letter is enclosed with this letter as Enclosure 2.
On April 29, 2022, I responded to the demand letter on behalf of Stonefield, rejecting Vantor's demand in its entirety. In that response, I also invoked the mandatory thirty-day executive negotiation period prescribed by Section 16 of the TSA, which requires that prior to initiating formal legal proceedings, the senior executives of both parties attempt to resolve any dispute through good-faith negotiations.
Pursuant to Section 16, two executive negotiation sessions took place:
• May 16, 2022: An in-person meeting between Marcus Denton, Chief Executive Officer of Stonefield, and Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor, at mutually agreed offices in New York, New York.
• June 3, 2022: A telephonic conference between the same principals and their respective counsel.
Neither session resulted in a resolution of the dispute. Following the failure of the executive negotiation process, Vantor initiated the Action by filing the Complaint on August 12, 2022.
E. Vantor's Claims and Alleged Damages
Vantor's Complaint alleges that Stonefield wrongfully terminated the TSA, that the purported termination for Cause was pretextual, and that Stonefield's termination constituted a material breach of the TSA. Specifically, Vantor asserts that the performance deficiencies cited by Stonefield in its Cure Notice and termination letter were manufactured or exaggerated, and that the true motivation for the termination was Stonefield's desire to avoid its contractual obligations and achieve cost savings for the benefit of the Company and its private equity sponsor.
Vantor claims the following damages, totaling approximately $95,400,000:
In addition to the foregoing damages, Vantor alleges that Stonefield failed to tender the Annual Committed Volume during contract years two and three of the TSA, that Stonefield diverted freight to competing carriers — specifically, Cascade Freight Systems Inc. and Briarwood Trucking Co. — in violation of exclusivity provisions contained in the TSA, and that Stonefield terminated the TSA in order to avoid paying higher rates under the April 2022 rate adjustment. Vantor alleges that the rate adjustment, which was contractually mandated under the TSA's annual repricing mechanism, would have resulted in a projected 14.3% increase to the weighted average per-mile rate, from approximately $2.87 per mile to $3.28 per mile, representing approximately $6,200,000 in additional annual transportation costs to Stonefield.
F. Relevance to Directors and Officers
Although the Complaint is styled as a breach of contract claim against the corporate entity, the allegations contained therein directly implicate the conduct and decision-making of the Company's directors and officers. Specifically, Vantor alleges that the decision to terminate the TSA was made by Stonefield's senior management and was pretextual in nature — that is, made to avoid contractual obligations and to achieve cost savings for the benefit of the Company and its private equity sponsor, Ridgeline Capital Partners, rather than in response to genuine performance deficiencies by VTS.
These allegations implicate the actions and decisions of the following individuals, each of whom is believed to qualify as an Insured Person under the Policy:
• Marcus Denton, Chief Executive Officer — participated in the executive negotiation sessions with Vantor's CEO; oversaw and approved the termination decision; is alleged in the Complaint to have directed the Company's strategic decision to exit the VTS relationship.
• Tobias Wren, General Counsel — authored the formal termination letter on behalf of the Company; participated in the executive negotiation sessions; supervised the Cure Notice process.
• Carlos Medina, Senior Vice President, Operations — the Complaint alleges that Mr. Medina received and participated in internal communications regarding a strategy to divert freight volume away from VTS and toward lower-cost carriers.
• Janet Kirkwood, Vice President, Carrier Relations — the Complaint references an internal email communication authored by Ms. Kirkwood discussing the potential termination of the VTS relationship and the diversion of volume to alternative carriers in advance of the Cure Notice.
• Raymond Hess, Director, Contract Compliance — Mr. Hess issued the Cure Notice and was responsible for determining the compliance metrics cited therein; the Complaint alleges that the compliance metrics were selectively calculated or manipulated.
• Alison Trang, Director (Partner, Ridgeline Capital Partners, LP) — as a member of the Company's Board of Directors and a partner at the Company's majority equity sponsor, Ms. Trang is implicated by the Complaint's allegations that the termination decision was driven by private equity sponsor influence and a desire to reduce costs to enhance returns.
• Brendan Carey, Board Observer (Vice President, Ridgeline Capital Partners, LP) — although a non-voting board observer, Mr. Carey is alleged in the Complaint to have participated in discussions concerning the Company's carrier cost-reduction strategy and the VTS termination.
The nature of Vantor's allegations — specifically, the claims of pretextual conduct, bad faith, and decision-making driven by private equity sponsor interests rather than legitimate business justifications — implicates the individual directors' and officers' exercise of their duties and could, depending on the course of the litigation, give rise to claims against those individuals personally or expose them to personal liability. Accordingly, the Company tenders this claim on behalf of itself and on behalf of each of the above-identified directors and officers.
IV. Tender of Defense and Indemnification
Stonefield Logistics Group Inc. hereby formally tenders the defense of the Vantor Litigation to Graymark Insurance Company under the Policy. The Company further tenders the defense on behalf of each of the directors and officers identified in Section III.F above who are or may become parties or targets of the claims asserted in the Action.
In connection with this tender, Stonefield respectfully requests that Graymark take the following actions:
1. Acknowledge receipt of this notice of claim and tender, confirming the date on which this notice was received by the Claims Department.
2. Confirm coverage under the Policy for the defense of the Company and its directors and officers in connection with the Vantor Litigation, including a determination as to whether the claims fall within the Policy's insuring agreements and whether any exclusions are asserted.
3. Assume or reimburse the costs of defense, including reasonable and necessary attorneys' fees, expert witness fees, consultant fees, court costs, and all related litigation expenses incurred in connection with the defense of the Action.
4. Indemnify the Company and its directors and officers for any amounts for which they may become legally obligated to pay in connection with the Vantor Litigation, including any judgment, settlement, or other resolution, up to the Policy's aggregate limit of Fifteen Million Dollars ($15,000,000).
The Company wishes to inform Graymark that it has engaged the law firm of Calderwood & Harkness LLP, located at 200 Park Avenue, 38th Floor, New York, New York 10166, as litigation defense counsel in the Action. The responsible partner on the matter is Samuel Eklund, and the billing partner is Linda Osei. Calderwood & Harkness LLP is a nationally recognized litigation firm with significant experience in complex commercial disputes and breach of contract matters of the type at issue in the Vantor Litigation. The Company believes that the retention of Calderwood & Harkness LLP is both reasonable and appropriate given the complexity and magnitude of the claims asserted.
Stonefield respectfully requests that Graymark advise the Company, in writing, whether Graymark consents to the retention of Calderwood & Harkness LLP as defense counsel under the Policy, or whether Graymark intends to designate its own panel counsel to handle the defense. In the event Graymark wishes to designate panel counsel, the Company reserves the right to object to any proposed counsel and to assert its rights under the Policy and applicable law to the selection of counsel of its choosing, particularly in the event of any actual or potential conflict of interest between the Insurer and the insureds.
Pending Graymark's coverage determination, Stonefield reserves the right to continue to defend the Vantor Litigation through its chosen counsel and to seek full reimbursement of all defense costs incurred from the date the Complaint was served, in the event that coverage is confirmed or is later determined to apply.
V. Stonefield's Position and Anticipated Defenses
While a full discussion of the Company's litigation strategy is beyond the scope of this notice letter, the Company wishes to inform Graymark of its general position regarding the merits of the Vantor Litigation.
Stonefield believes that Vantor's claims lack merit and intends to vigorously defend the Action. The Company's position is as follows:
Valid Termination for Cause. The termination of the TSA was valid and properly effected for Cause based on VTS's sustained and severe failures to meet the TSA's Service Level Obligations during the fourth quarter of 2021. These failures — including an on-time pickup rate nearly 17 percentage points below the contractual threshold, an equipment availability rate nearly 23 percentage points below the contractual threshold, and a cargo claims ratio more than double the permitted maximum — were documented in the Cure Notice, were not disputed by VTS in substance, and were not cured within the thirty-day cure period prescribed by Section 13.2 of the TSA.
Inapplicability of the Liquidated Damages Clause. The liquidated damages provision of TSA Section 14.2 is, by its express terms, applicable only to terminations other than "for Cause." Because the termination was effected for Cause, the liquidated damages clause does not apply. In the alternative, and even assuming arguendo that the termination were deemed not to be for Cause, the liquidated damages formula specified in Section 14.2 yields a result that is grossly disproportionate to any reasonably anticipated harm and constitutes an unenforceable penalty under New York law. See Truck Rent-A-Ctr., Inc. v. Purdy Corp., 41 N.Y.2d 354 (1977); Kestrel Corporation, 4 N.Y.3d 373 (2005).
Affirmative Defenses. The Company intends to assert, among other defenses, that Vantor failed to mitigate its damages, that VTS's own material breaches of the TSA preclude recovery under the first-to-breach doctrine, and that VTS's contributory conduct — including its failure to maintain the requisite fleet capacity and its operational failures — bars or substantially reduces any damages to which Vantor may be entitled.
Pre-Answer Motions. The Company, through its counsel, intends to pursue appropriate pre-answer motions, including a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure, and will vigorously contest the legal sufficiency of Vantor's claims at the earliest opportunity.
The Company's assessment, based on the advice of its litigation counsel and a thorough analysis of the factual and legal issues presented, is that the maximum realistic exposure to the Company — even under adverse assumptions — is substantially below the total claimed damages of $95,400,000. Nevertheless, the claims are significant and the litigation will require substantial resources to defend, which is precisely the type of risk the Policy was designed to address.
VI. Reservation of Rights
Stonefield Logistics Group Inc. expressly reserves all of its rights under the Policy, at law, and in equity, including but not limited to the following:
• The right to seek full coverage for defense costs and indemnification under the Policy for the Vantor Litigation and any related claims, proceedings, or investigations that may arise;
• The right to challenge any denial, limitation, or restriction of coverage imposed by Graymark, whether in whole or in part;
• The right to assert that any delay or failure by Graymark to respond to this notice of claim, to acknowledge coverage, or to assume or reimburse defense costs constitutes a waiver of any coverage defenses, reservations, or exclusions that Graymark might otherwise assert;
• The right to recover all defense costs incurred by the Company and its directors and officers from and after the date the Complaint was served, in the event that coverage is confirmed or is later determined to apply, whether by agreement, judicial determination, or otherwise;
• The right to assert and pursue any claim for bad faith, breach of contract, or breach of the implied covenant of good faith and fair dealing against Graymark in the event that coverage is wrongfully denied or unreasonably delayed; and
• The right to seek coverage under any other applicable insurance policy or program maintained by the Company, without prejudice to the Company's rights under the Policy.
The Company's tender of this claim shall not be construed as an admission that the Policy provides the exclusive or sole source of insurance coverage for the Vantor Litigation, or as a waiver of any rights the Company or its directors and officers may have under any other applicable insurance policy, contract, or indemnification arrangement.
In this regard, the Company notes that Stonefield also maintains a Commercial General Liability insurance policy with Brindoval Mutual Insurance Co., Policy No. CGL-SLG-2022-11902. However, the Company understands that commercial general liability policies generally do not provide coverage for breach of contract claims, and accordingly Stonefield is not tendering the Vantor Litigation under that policy at this time. The Company reserves the right to tender under that or any other policy in the future should circumstances warrant.
VII. Request for Prompt Response
Given the pendency of the Vantor Litigation and the need for the Company and its counsel to make timely decisions regarding the defense of the Action, Stonefield respectfully requests that Graymark provide a written coverage determination within thirty (30) days of receipt of this notice, or such shorter period as may be required by the terms of the Policy or by applicable law. The Company emphasizes the importance of a prompt and substantive response in order to avoid prejudice to the Company and its directors and officers in the defense of the litigation.
If Graymark intends to deny coverage, in whole or in part, or to issue a reservation of rights letter, Stonefield requests that Graymark set forth in writing the specific grounds for any such denial or reservation, with particular reference to the applicable Policy provisions, definitions, exclusions, or conditions upon which Graymark relies.
All communications regarding this claim should be directed to:
Tobias Wren General Counsel Stonefield Logistics Group Inc. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102 Telephone: (817) 555-4200
Email: twren@stonefieldlogistics.com
with a copy to:
Samuel Eklund Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 555-7800
Email: seklund@calderwoodharkness.com
VIII. Enclosed Materials
The following documents are enclosed with this notice for Graymark's review:
1. Copy of the Complaint, Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), filed August 12, 2022;
2. Copy of Vantor's pre-suit demand letter dated April 8, 2022, from Caldwell Royce & Shapiro LLP;
3. Copy of the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315);
4. Copy of Stonefield's Cure Notice dated January 18, 2022, from Raymond Hess (Director, Contract Compliance) to VTS;
5. Copy of Stonefield's Termination Letter dated March 4, 2022, from Tobias Wren (General Counsel) to Vantor Holdings Corp. and Vantor Transport Services LLC; and
6. Copy of the declarations page of Directors & Officers Liability Insurance Policy No. GLG-DO-2022-04871.
IX. Closing
Stonefield will continue to provide Graymark with updates regarding the Vantor Litigation as material developments occur and as required by the terms of the Policy. The Company will cooperate fully with Graymark's reasonable requests for information in connection with its investigation and evaluation of this claim.
Stonefield respectfully requests that Graymark acknowledge receipt of this notice and the enclosed materials at its earliest convenience by contacting the undersigned at the address and contact information set forth above.
We look forward to Graymark's prompt attention to this matter.
Very truly yours,
STONEFIELD LOGISTICS GROUP INC.
By: ________
Tobias Wren General Counsel 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102 Telephone: (817) 555-4200
Email: twren@stonefieldlogistics.com
cc:
Samuel Eklund, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, NY 10166
Marcus Denton, Chief Executive Officer, Stonefield Logistics Group Inc.
Priya Ramachandran, Chief Financial Officer, Stonefield Logistics Group Inc.
Alison Trang, Partner, Ridgeline Capital Partners, LP, 300 Crescent Court, Suite 1500, Dallas, TX 75201
Enclosures (6)
Category | Amount | Basis
Liquidated damages (2 full remaining contract years) | $64,800,000 | 75% × $43.2M ACV × 2 years
Liquidated damages (partial remaining year — 27 days) | $2,430,000 | 75% × $43.2M ACV × 27/365
Lost profits (above-contract margin) | $18,700,000 | Alleged 12% operating margin on SLG freight over remaining committed volume
Stranded assets and costs | $5,200,000 | Depreciation on tractors/trailers acquired for SLG contract; lease termination costs
Workforce reduction costs | $2,870,000 | Severance and unemployment costs for approximately 180 drivers and support staff
Mitigation costs | $1,400,000 | Costs incurred seeking replacement freight
Total Claimed Damages | $95,400,000

STONEFIELD LOGISTICS GROUP INC. 4200 Commerce Parkway, Suite 800 Fort Worth, Texas 76102

STONEFIELD LOGISTICS GROUP INC.

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