Contract analysis

1. Certificate of Incorporation I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Stonefield Logistics Group Inc. (including all certificates of amendment and certificates of designation relating thereto), as filed with and certified by the Secretary of State of the State of Delaware (collectively, the "Certificate of Incorporation"). The C

2. Bylaws. I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Stonefield Logistics Group Inc. (including all amendments thereto), as currently in effect (the "Bylaws"). The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of their most recent adoption or amendment, and no action has been taken by the Board of Dire

3. Board Resolutions I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Stonefield Logistics Group Inc. by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, in accordance with the General Corporation Law of the State of Delaware and the Certificate of Incorporation a

4. Good Standing I hereby certify that the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. A certificate of good standing issued by the Secretary of State of the State of Delaware, dated not earlier than five (5) business days prior to the date hereof, has been obtained by the Company and is being separately delivered to the Mezzanine Lender and its counsel c

5. Incumbency Certificate I hereby certify that attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company who is authorized to execute and deliver the Mezzanine Credit Agreement and each of the other Transaction Documents on behalf of the Company. The officers listed below are the duly elected or appointed,

6. No Proceedings I hereby certify that, as of the date hereof, no proceedings have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened for the dissolution, liquidation, winding up, or termination of the Company, whether voluntary or involuntary, under the General Corporation Law of the State of Delaware or under any other applicable law. No proceedings have been com

7. No Amendments or Conflicts I hereby certify that the execution, delivery, and performance by the Company of the Mezzanine Credit Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (a) violate, contravene, or conflict with the Certificate of Incorporation or the Bylaws of the Company, (b) violate, contravene, or conflict with any