Contract analysis

I. INTRODUCTION AND IDENTIFICATION OF SUBSIDIARY GUARANTORS The undersigned, Robert D. Nagamine, in his capacity as Secretary or authorized representative (as applicable) of each of the entities listed below, hereby certifies, on behalf of each such entity and not in his individual capacity, to the Mezzanine Lender as follows: This Certificate is delivered by the undersigned on behalf of each of the following wholly-

II. CERTIFICATIONS REGARDING STONEFIELD INTERMODAL SERVICES, INC. A. Organization and Good Standing The undersigned hereby certifies that Stonefield Intermodal Services, Inc. ("SIS") is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas. SIS was incorporated in the State of Texas and has at all times since its incorporation maintained its corporate existence a

III. CERTIFICATIONS REGARDING STONEFIELD FLEET MANAGEMENT, LLC A. Organization and Good Standing The undersigned hereby certifies that Stonefield Fleet Management, LLC ("SFM") is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas. SFM was formed in the State of Texas and has at all times since its formation maintained its existence and good standing un

IV. CERTIFICATIONS REGARDING STONEFIELD FREIGHT BROKERAGE, INC. A. Organization and Good Standing The undersigned hereby certifies that Stonefield Freight Brokerage, Inc. ("SFB") is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. SFB was incorporated in the State of Delaware and has at all times since its incorporation maintained its corporate existence

V. GENERAL CERTIFICATIONS APPLICABLE TO ALL SUBSIDIARY GUARANTORS In addition to the specific certifications set forth in Articles II, III, and IV above, the undersigned hereby further certifies, with respect to each of the Subsidiary Guarantors, as follows:

1. Organizational Documents in Full Force and Effect. The organizational documents of each Subsidiary Guarantor that are attached to this Certificate as exhibits (including the Certificates of Formation, Certificate of Incorporation, Bylaws, and Limited Liability Company Agreement, as applicable) are each in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or othe

2. Authorizing Resolutions and Consents. The authorizing resolutions and written consents attached hereto as Exhibits A-3, B-3, and C-3 (collectively, the "Authorizing Actions") are the only resolutions or consents adopted by the Board of Directors or the sole member, as applicable, of each respective Subsidiary Guarantor relating to the matters described therein. No other resolutions, consents, or authorizations hav

3. No Dissolution, Liquidation, or Termination Proceedings. No proceedings have been instituted, are pending, or are contemplated for the dissolution, liquidation, winding up, or termination of any Subsidiary Guarantor. No order, judgment, or decree has been entered by any court or governmental authority directing or requiring the dissolution, liquidation, or winding up of any Subsidiary Guarantor. No Subsidiary Guar

4. Good Standing and Qualification. Each Subsidiary Guarantor is in good standing under the laws of its respective jurisdiction of organization (the State of Texas with respect to Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC, and the State of Delaware with respect to Stonefield Freight Brokerage, Inc.) and is duly qualified to do business and is in good standing as a foreign corporation o

5. No Conflict. The execution, delivery, and performance by each Subsidiary Guarantor of the Mezzanine Guaranty Agreement and the Mezzanine Pledge and Security Agreement, and the consummation of the transactions contemplated thereby, do not and will not (a) violate or conflict with the organizational documents of such Subsidiary Guarantor, (b) violate or conflict with any Authorizing Action, or (c) to the knowledge o

VI. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Combined Secretary's Certificate as of September 29, 2023, and certifies under penalty of perjury that the foregoing certifications are true, complete, and correct in all material respects. ________________________________________ Robert D. Nagamine In his capacity as: Secretary of Stonefield Intermodal Services, Inc.; Authorized Representative of St

VII. COUNTER-CERTIFICATION The undersigned, Marcus W. Ellison, in his capacity as President of Stonefield Intermodal Services, Inc., Manager and President of Stonefield Fleet Management, LLC, and a director of Stonefield Freight Brokerage, Inc., hereby confirms and certifies to Ridgeline Mezzanine Capital Fund III, LP that: (a) Robert D. Nagamine is the duly elected and acting Secretary of Stonefield Intermodal Servi