Contract analysis

1. Introductory Provisions; Defined Terms Reference is made to that certain Mezzanine Credit Agreement, dated as of September 14, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (th

2. Request for Mezzanine Term Loan Advance The Borrower hereby irrevocably requests that the Mezzanine Lender make a Mezzanine Term Loan to the Borrower on the terms and conditions set forth in the Mezzanine Credit Agreement and on the following specific terms: (a) Requested Funding Date (Closing Date). The Borrower requests that the Mezzanine Term Loan be funded on September 29, 2023 (the "Closing Date"), which date

3. Purpose of Borrowing The proceeds of the Mezzanine Term Loan will be used solely for the purposes specified in Section 6.10 of the Mezzanine Credit Agreement, namely: (a) to fund capital expenditures in connection with the Borrower's fleet expansion program, including the acquisition of additional Class 8 tractors, dry van trailers, and refrigerated trailers; (b) to fund the construction and buildout of terminal f

4. Disbursement and Wire Instructions The Borrower requests that the Mezzanine Lender disburse the proceeds of the Mezzanine Term Loan on the Closing Date in accordance with the Closing Funds Flow Memorandum dated September 29, 2023 (the "Funds Flow Memorandum"), a substantially final draft of which is attached hereto as Enclosure 1 and a final, fully executed copy of which will be delivered to the Mezzanine Lender,

5. Certifications by the Borrower The Borrower hereby certifies and represents to the Mezzanine Lender that, as of the date hereof and as of the Closing Date (September 29, 2023), after giving effect to the making of the Mezzanine Term Loan and the application of the proceeds thereof, the following statements are true and correct: 5(a). Representations and Warranties All representations and warranties of the Borrower

6. Governing Law This Borrowing Request shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply).

7. Irrevocability The Borrower hereby reaffirms that this Borrowing Request is irrevocable and may not be withdrawn, rescinded, or revoked by the Borrower after delivery to the Mezzanine Lender. The Mezzanine Lender is authorized and directed to fund the Mezzanine Term Loan on the Closing Date in reliance upon the representations, certifications, and other statements contained herein and in the other documents delive