Contract analysis

1. Closing Confirmation and Transmittal We are pleased to confirm that the $120,000,000 mezzanine term loan facility (the "Mezzanine Facility") in favor of Stonefield Logistics Group Inc. ("Stonefield" or the "Borrower") closed and was fully funded on September 29, 2023. The Mezzanine Facility was extended by Ridgeline Mezzanine Capital Fund III, LP ("Ridgeline" or the "Mezzanine Lender") pursuant to the terms of the

2. Summary of Closing Binder Contents The enclosed Closing Binders are organized by numbered tab. Set forth below is an itemized summary of the documents contained at each tab: Tab 1: Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc., as Borrower, Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and the guarantors party thereto. Tab 2: Intercreditor Agreem

3. Summary of Key Post-Closing Obligations The following is a summary of the key post-closing obligations arising under the Mezzanine Credit Agreement, the Senior Credit Agreement (as amended by Amendment No. 3), and the Intercreditor Agreement. We strongly recommend that Stonefield calendar each of the deadlines set forth below and assign appropriate internal responsibility for compliance. This summary is not exhaus

4. Capital Structure Summary (Post-Closing) Set forth below is a summary of the capital structure of Stonefield as of the closing of the Mezzanine Facility on September 29, 2023: Key Credit Metrics (as of September 29, 2023, based on LTM Adjusted EBITDA of $108,600,000 as of June 30, 2023):

5. Transaction Cost Recap The following is a summary of the transaction costs paid from mezzanine proceeds at closing in accordance with the Closing Funds Flow Memorandum (Tab 16): Net mezzanine loan proceeds to Stonefield after deduction of the foregoing transaction costs were approximately $115,437,500, which were funded to Stonefield's operating account at Whitmore National Bank, N.A. in accordance with the wire i

6. Key Upcoming Dates Calendar We recommend that Stonefield calendar the following critical dates and compliance deadlines: We note that the Senior Revolving Credit Facility and Senior Term Loan B mature in 2025 and 2026, respectively — well in advance of the Mezzanine Facility maturity in 2029. Stonefield should begin to plan for the refinancing of the Senior Facility well ahead of these maturity dates, and any refi

7. Document Retention and Contact Information We recommend that Stonefield retain its Closing Binder, together with fully executed originals of all key documents, in a secure location accessible to Stonefield's legal and finance teams. As noted above, a duplicate Closing Binder is being transmitted to Cascade Ridge Capital Partners, LLC, attention: Vincent A. Palumbo, at 200 Clarendon Boulevard, 38th Floor, Boston, M

8. Closing Remarks On behalf of the entire Calderwood & Harkness engagement team, we would like to express our sincere appreciation for the opportunity to represent Stonefield Logistics Group Inc. in connection with this mezzanine financing. It was a pleasure working with you, Marcus, Janet, and the entire Stonefield team, as well as with Vincent Palumbo and the Cascade Ridge team, to bring this transaction to a succ