Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") represents Stonefield Logistics Group Inc., a Delaware corporation ("Stonefield" or the "Borrower"), as borrower's counsel in connection with the Mezzanine Credit Agreement, dated as of September 14, 2023 (the "Mezzanine Credit Agreement"), among the Borrower, Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnershi

2. Status of Conditions Precedent — Detailed Certification Set forth below is a detailed description of the status of each condition precedent to the initial funding of the Mezzanine Term Loan under Article V of the Mezzanine Credit Agreement. For ease of reference, we have organized this summary into the categories described below and have indicated for each item whether the applicable condition has been satisfied,

3. Representations and Warranties Confirmation Based on our discussions with the officers of Stonefield Logistics Group Inc., including Marcus W. Ellison (Chief Executive Officer), Janet R. Prescott (Chief Financial Officer), and Robert D. Nagamine (General Counsel and Secretary), and our review of the relevant organizational documents, corporate resolutions, financial statements, material agreements, and other docum

4. Post-Closing Matters To the extent that any deliverables under the Mezzanine Credit Agreement are designated as post-closing obligations, such items will be delivered within the applicable grace periods following the Closing Date as set forth in the Mezzanine Credit Agreement or as otherwise agreed among the parties. We do not anticipate any material post-closing deliverables at this time, but we will promptly not

5. Enclosures The following documents are enclosed herewith for your review:

1. Borrowing Request / Funding Notice dated September 26, 2023

2. Draft Officer's Certificate of Stonefield Logistics Group Inc. (Closing Conditions)

3. Draft Secretary's Certificate of Stonefield Logistics Group Inc.

4. Draft Secretary's Certificate of Subsidiary Guarantors (Combined — Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.)

5. Draft Solvency Certificate

6. Draft Initial Compliance Certificate

7. UCC-1 Financing Statement (Delaware Secretary of State — Stonefield Logistics Group Inc.) — filing-ready copy

8. UCC-1 Financing Statement (Texas Secretary of State — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC) — filing-ready copy

9. UCC-1 Financing Statement (Delaware Secretary of State — Stonefield Freight Brokerage, Inc.) — filing-ready copy

10. Confirmation of pre-closing UCC lien search results (Delaware and Texas), dated September 12, 2023

6. Closing Logistics The Closing is expected to take place on September 29, 2023. All Transaction Documents to be executed and delivered at Closing will be executed and delivered, and all funds will be disbursed, in accordance with the final Funds Flow Memorandum. We anticipate that the Closing will be conducted by exchange of signature pages via email or other electronic means, with original signature pages to follo

7. Disclaimer / No Reliance Qualification This letter is provided solely for informational purposes to facilitate closing coordination among the parties and their respective counsel in connection with the transactions contemplated by the Mezzanine Credit Agreement. This letter does not constitute, and shall not be construed as, a legal opinion of Calderwood & Harkness LLP on any matter. The legal opinions of Calderwo