Contract analysis

I. Introduction and Purpose The purpose of this memorandum is to provide a comprehensive status report on all conditions precedent to funding under the Mezzanine Credit Agreement (the "Mezzanine Credit Agreement"), anticipated to be dated as of September 14, 2023 (the anticipated signing date), among Stonefield Logistics Group Inc., a Delaware corporation ("Stonefield" or the "Borrower"), Ridgeline Mezzanine Capital

II. Summary Status Table The following table provides a high-level summary of all conditions precedent to funding, organized by category, with current status as of September 8, 2023. Overall Status Summary: Key Dates: • September 5, 2023: Senior Agent consent letter received (Completed) • September 11, 2023: Target date for distribution of final drafts of all transaction documents • September 12, 2023: Target date fo

1. Scheduling of the Stonefield board meeting for adoption of authorizing resolutions (must occur prior to September 14, 2023 signing).

2. Confirmation of Required Lender consent for Amendment No. 3 to the Senior Credit Agreement.

3. Location and confirmation of original Stonefield stock certificates for the equity pledge perfection.

4. Ordering of good standing and certificate of existence certificates for all entities (must be dated no earlier than August 30, 2023).

5. Completion of UCC lien searches and preparation of summary memorandum.

III. Execution and Delivery of Transaction Documents The Mezzanine Credit Agreement requires, as a condition precedent to the initial funding, the execution and delivery of each of the transaction documents described below. As of the date of this memorandum, all such documents are in advanced stages of negotiation or in substantially final form, and we anticipate that final execution versions will be distributed to a

IV. Certificates and Officer Deliverables A. Officer's Certificate (Closing Conditions) Description. A certificate executed by Marcus W. Ellison, in his capacity as Chief Executive Officer of Stonefield, and Janet R. Prescott, in her capacity as Chief Financial Officer of Stonefield, certifying as of the Closing Date that: (i) each of the representations and warranties of the Borrower and the Guarantors contained in

V. Legal Opinions A. Borrower's Counsel Opinion Letter (Calderwood & Harkness LLP) Description. An opinion letter issued by Calderwood & Harkness LLP, as counsel to the Borrower and the Guarantors, addressed to Ridgeline Mezzanine Capital Fund III, LP (and its successors and assigns), covering the following opinions: (i) Organization and Good Standing. Each of the Borrower and the Guarantors is duly organized, validl

VI. Senior Facility Consents and Amendments The incurrence of the $120,000,000 mezzanine facility requires certain consents and amendments under the existing Senior Credit Agreement. The following is the status of each such consent or amendment. A. Senior Agent Consent Letter Description. A consent letter from Whitmore National Bank, N.A. (Gregory S. Feinberg, Managing Director), acting in its capacity as Administrat

VII. UCC Filings and Lien Perfection Perfection of the second-priority security interests under the Mezzanine Pledge and Security Agreement (and the first-priority security interest under the Parent Equity Pledge Agreement) is a condition precedent to the initial funding. The following actions are required. A. Pre-Closing UCC Lien Searches Description. Comprehensive UCC lien searches have been ordered from the follow

VIII. Good Standing Certificates and Existence Confirmations The Mezzanine Credit Agreement requires, as a condition precedent to funding, delivery of current good standing certificates or certificates of existence for the Borrower and each Guarantor from their respective states of organization (and, in the case of Stonefield, from Texas as its state of qualification). Certificates must be dated no earlier than 30 da

IX. Financial Deliverables A. Audited Financial Statements Description. The most recent audited annual financial statements of Stonefield Logistics Group Inc. and its subsidiaries for the fiscal year ended December 31, 2022, audited by Braddock & Saylor LLP (engagement partner: William F. Saylor). Key financial metrics for FY2022 include revenue of $687,000,000 and Adjusted EBITDA of $98,400,000. Status: Completed. T

X. Borrowing Request and Funding Mechanics A. Borrowing Request / Funding Notice Description. Pursuant to the terms of the Mezzanine Credit Agreement, Stonefield must deliver to Ridgeline an irrevocable borrowing request (the "Funding Notice") requesting the funding of $120,000,000 on the Closing Date (September 29, 2023). The Funding Notice must be delivered not less than three (3) business days prior to the request

XI. Insurance and Regulatory Confirmations A. Evidence of Insurance Description. The Mezzanine Credit Agreement requires, as a condition precedent to funding, the delivery of certificates of insurance evidencing that Stonefield and its subsidiaries maintain insurance coverage meeting the minimum requirements specified in the credit documentation. Required coverage includes, without limitation: (i) commercial general

XII. Payment of Fees and Expenses The Mezzanine Credit Agreement provides, as a condition precedent to the initial funding, that all fees and expenses required to be paid by Stonefield at or prior to closing shall have been paid (or arrangements satisfactory to Ridgeline shall have been made for payment from the loan proceeds at closing through the closing funds flow). The following fees and expenses are required to

XIII. Summary of Open Items and Action Items A. Action Items Table The following table consolidates all open and pending action items identified throughout this memorandum. Items are listed in order of priority and expected completion date. B. Key Milestones and Deadlines The following timeline summarizes the critical path milestones between the date of this memorandum and the targeted Closing Date: September 11, 202

XIV. Conclusion As of September 8, 2023, substantial progress has been made on the satisfaction of the conditions precedent to funding under the $120,000,000 Mezzanine Credit Agreement. Of the thirty-two (32) conditions tracked in this memorandum, two (2) have been completed — notably, the Senior Agent consent letter (received September 5, 2023, which was identified as a critical path item) and the delivery of the FY