Contract analysis

Section 1. Identity and Authority of Certifying Officers The undersigned, Marcus W. Ellison and Janet R. Prescott, hereby certify as follows:

1. Marcus W. Ellison is the duly elected, qualified, and acting Chief Executive Officer of Stonefield Logistics Group Inc., a corporation duly organized and validly existing under the laws of the State of Delaware. Mr. Ellison has served in such capacity continuously since March 2019 and, as of the date hereof, continues to serve as the Chief Executive Officer of the Borrower.

2. Janet R. Prescott is the duly elected, qualified, and acting Chief Financial Officer of Stonefield Logistics Group Inc. Ms. Prescott has served in such capacity continuously since January 2021 and, as of the date hereof, continues to serve as the Chief Financial Officer of the Borrower.

3. Each of the undersigned is authorized to execute and deliver this Officer's Certificate on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower duly adopted on or prior to the date hereof, copies of which resolutions are attached to the Secretary's Certificate delivered concurrently herewith by Robert D. Nagamine, General Counsel and Secretary of the Borrower. Such resolutio

4. This Officer's Certificate is being delivered in connection with the closing and initial funding of One Hundred Twenty Million Dollars ($120,000,000) under the Mezzanine Credit Agreement on the date hereof (the "Closing Date"). The Closing Date occurs concurrently with the delivery of this certificate.

5. The principal office of the Borrower is located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107. The Borrower's registered agent in the State of Delaware is Pinnacle Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

6. The undersigned have reviewed the Mezzanine Credit Agreement, the other Loan Documents, and such corporate records, documents, certificates, and other materials as the undersigned have deemed necessary or appropriate in connection with the delivery of this Officer's Certificate, and the undersigned are making the certifications set forth herein based upon such review and upon such other investigations and inquirie

Section 2. Representations and Warranties The undersigned hereby certify that each of the representations and warranties made by the Borrower and each Guarantor — namely, Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company, Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, and Stonefield Freight Brokerage, Inc., a Delaware

Section 3. No Default The undersigned hereby certify as follows with respect to the absence of any Default or Event of Default: (a) No Default or Event of Default (as each such term is defined in the Mezzanine Credit Agreement) has occurred and is continuing under the Mezzanine Credit Agreement or any other Loan Document as of the Closing Date, and no Default or Event of Default would result from the borrowing and fu

Section 4. No Material Adverse Change The undersigned hereby certify that since December 31, 2022 — the date of the most recent audited financial statements of the Borrower and its consolidated Subsidiaries, which financial statements were audited by Braddock & Saylor LLP, independent certified public accountants — no event, circumstance, development, condition, or change has occurred or arisen that, individually or

Section 5. Financial Covenant Compliance The undersigned hereby certify that, as of the Closing Date and after giving pro forma effect to the funding of the $120,000,000 Mezzanine Term Loan and the application of the proceeds thereof as described herein, the Borrower is in compliance with each of the financial covenants set forth in the Mezzanine Credit Agreement, as summarized below: The undersigned further certify

Section 6. Use of Proceeds The undersigned hereby certify that the proceeds of the Mezzanine Term Loan shall be applied solely for the purposes specified in the Mezzanine Credit Agreement. Specifically, the proceeds of the Mezzanine Term Loan shall be used (a) to fund the Borrower's capital expenditure program, including fleet expansion and equipment acquisition, terminal facility buildout and improvement, and techno

Section 7. Satisfaction of Conditions Precedent The undersigned hereby certify that all conditions precedent to the obligation of the Mezzanine Lender to fund the Mezzanine Term Loan on the Closing Date, as set forth in Article IV of the Mezzanine Credit Agreement, have been satisfied (or, to the extent applicable, waived in writing by the Mezzanine Lender) as of the Closing Date. Without limiting the generality of t

Section 8. Borrowing Request Confirmation The undersigned hereby confirm that the irrevocable Borrowing Request dated September 26, 2023 (the "Funding Notice"), requesting the funding of the full One Hundred Twenty Million Dollars ($120,000,000) Mezzanine Term Loan commitment on September 29, 2023, was duly authorized by the Borrower and delivered to the Mezzanine Lender in compliance with the notice provisions of th

Section 9. Additional Certifications The undersigned hereby further certify as follows: (a) Delivery of Closing Documents. The Borrower has delivered or caused to be delivered all documents, instruments, certificates, agreements, and other items required to be delivered by the Borrower on or before the Closing Date pursuant to the Mezzanine Credit Agreement and the other Loan Documents. To the knowledge of the unders

Section 10. Reliance This Officer's Certificate is delivered to the Mezzanine Lender in satisfaction of the conditions precedent set forth in Section 4.01(e) of the Mezzanine Credit Agreement and for no other purpose. The Mezzanine Lender is entitled to rely fully on the certifications, representations, and warranties contained herein in connection with its decision to fund the Mezzanine Term Loan on the Closing Date