Contract analysis

1. Description of the Client The Firm's client in this engagement is Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107. The Company's Employer Identification Number (EIN) is 84-3217650. The Company's registered agent for service of process in the State

2. Scope of Representation The Firm will represent Stonefield as borrower in connection with the negotiation, documentation, and closing of the proposed Mezzanine Financing. Specifically, our representation will encompass the following: (a) Mezzanine Credit Agreement and Ancillary Loan Documents. Reviewing, negotiating, and drafting the Mezzanine Credit Agreement to be entered into between Stonefield, as borrower, an

3. Engagement Team The Firm has assembled a dedicated team of attorneys with substantial experience in leveraged finance transactions and mezzanine lending structures to staff this engagement. The core engagement team will consist of the following professionals: Stephanie Okafor — Responsible Partner, Banking & Finance. Stephanie will have overall responsibility for the engagement and will serve as the primary relati

4. Identification of Other Parties and Their Counsel Based on our discussions to date, we understand the following to be the principal parties to the Mezzanine Financing and their respective legal and financial advisors: We will coordinate with each of the foregoing parties and their advisors as appropriate in the ordinary course of the engagement. If you become aware of any additional parties or advisors involved in

5. Fee Arrangements 5.1 Fee Cap The Firm's aggregate legal fees for all services described in Section 2 of this Engagement Letter shall not exceed $675,000 (Six Hundred Seventy-Five Thousand Dollars) (the "Fee Cap"), exclusive of disbursements and out-of-pocket expenses as described in Section 5.3 below. The Fee Cap covers all legal services rendered by the engagement team and any additional attorneys or staff assign

6. Conflict of Interest Clearance The Firm has conducted a thorough conflicts check in accordance with its internal procedures and the applicable New York Rules of Professional Conduct. Based on that review, the Firm confirms that it does not currently represent Ridgeline Mezzanine Capital Fund III, LP, Ridgeline Capital Management, LLC, Whitmore National Bank, N.A., or any of the senior syndicate lenders under the S

7. Confidentiality All information provided to the Firm by the Company, its officers, directors, employees, agents, or advisors in connection with this engagement will be treated as confidential and privileged in accordance with applicable rules of professional conduct, including the attorney-client privilege and the work product doctrine. The Firm will implement appropriate safeguards to protect the confidentiality

8. Document Retention The Firm's standard document retention policy will apply to all files and records created or maintained in connection with this engagement. Original executed transaction documents (including the executed Mezzanine Credit Agreement, ancillary loan documents, Intercreditor Agreement, Senior Amendment, and all related certificates and opinions) will be delivered to the Company or its designee promp

9. Termination Either the Firm or the Company may terminate this engagement at any time upon written notice to the other party, subject in all cases to the Firm's professional obligations regarding withdrawal from representation and the orderly transition of client matters. In the event of termination by either party, the Company will remain responsible for the payment of all fees and disbursements properly incurred

10. Governing Law This Engagement Letter and the terms and conditions of the engagement described herein shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

11. Anticipated Timeline Based on our discussions with you and with representatives of Ridgeline, we currently anticipate the following timeline for the principal milestones of the Mezzanine Financing: The foregoing dates are good-faith estimates based on the information available to us as of the date of this Engagement Letter and are subject to change based on the progress of negotiations, the pace of due diligence,

12. Acceptance and Counterparts We respectfully request that you indicate the Company's acceptance of the terms and conditions set forth in this Engagement Letter by countersigning the enclosed duplicate original in the space provided below and returning it to Calderwood & Harkness LLP at the address set forth above, to the attention of Stephanie Okafor. This Engagement Letter may be executed in one or more counterpa