Contract analysis

Section 1: Certifying Officer Identification The undersigned, Janet R. Prescott, in her capacity as Chief Financial Officer of Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), hereby certifies to Ridgeline Mezzanine Capital Fund III, LP (the "Mezzanine Lender"), pursuant to Section 7.02(a) of the Credit Agreement, as follows: This Compliance Certificate (this "Certificate") is delivered in co

Section 2: Reporting Period Test Period: Twelve (12) months ended June 30, 2023. Closing Date: September 29, 2023. The pro forma adjustments reflected in the financial covenant calculations set forth in Section 3 of this Certificate give effect to the following transactions as though they had occurred on the first day of the Test Period (for income statement items) or as of the Closing Date (for balance sheet items),

Section 3: Financial Covenant Calculations 3.1 Maximum Total Leverage Ratio Covenant Requirement (Section 8.01(a) of the Credit Agreement): The Total Leverage Ratio, calculated as of the last day of the Test Period, shall not exceed 4.25 to 1.00. Calculation: (a) Total Funded Debt (as of the Closing Date, after giving pro forma effect to the incurrence of the Mezzanine Term Loan and all other funded indebtedness outs

Section 4: Adjusted EBITDA Reconciliation Set forth below is a summary reconciliation of LTM Adjusted EBITDA for the Test Period ended June 30, 2023, prepared in accordance with the definition of "Adjusted EBITDA" set forth in Section 1.01 of the Credit Agreement: (1) Represents fees and expenses incurred in connection with the negotiation, documentation, and closing of the Mezzanine Term Loan and the related amendme

Section 5: Capital Structure Summary (Post-Closing) Set forth below is a summary of the pro forma capital structure of the Borrower and its consolidated subsidiaries as of the Closing Date, after giving effect to the Transactions: Leverage Summary: The Senior Secured Credit Facilities are governed by that certain First Lien Credit Agreement, dated as of November 15, 2021, among the Borrower, Whitmore National Bank, N

Section 6: Representations and Certifications The undersigned, in her capacity as Chief Financial Officer of the Borrower and not in her individual capacity, hereby certifies to the Mezzanine Lender as follows: (a) Accuracy of Financial Information. The financial information and calculations set forth in this Certificate are true, correct, and complete in all material respects as of the date hereof and have been prep

Section 7: Schedule of Definitions The following key defined terms are used in this Certificate. Unless otherwise indicated, each term has the meaning assigned to it in the Credit Agreement: "Adjusted EBITDA" — has the meaning set forth in Section 1.01 of the Credit Agreement, and generally means, for any Test Period, the consolidated net income of the Borrower and its subsidiaries for such period, plus (without dupl

Section 8: Supporting Documentation Reference This Certificate is delivered to the Mezzanine Lender concurrently with or following delivery of the following documents and instruments in satisfaction of the conditions precedent set forth in Article V of the Credit Agreement: (i) unaudited consolidated financial statements of the Borrower and its consolidated subsidiaries for the six-month period ended June 30, 2023, c