Contract analysis

I. Purpose and Scope This memorandum provides a comprehensive side-by-side comparison of the financial covenants and key restrictive covenants contained in the following two credit facilities being extended to Stonefield Logistics Group Inc. ("Stonefield" or the "Company"): (a) the Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated as of November 15, 2019), among Stonefield Logistics G

II. Summary of Key Differences At an executive level, the Mezzanine Credit Agreement is generally more restrictive than the Senior Credit Agreement across the principal covenant areas. The mezzanine covenant package features tighter leverage step-downs (culminating in a 3.75x maximum total leverage ratio by Q3 2025), materially lower restricted payment baskets (including a more restrictive builder basket gated by a 3

III. Financial Covenants — Side-by-Side Comparison A. Maximum Total Leverage Ratio Senior Credit Agreement: The Senior Credit Agreement requires that Stonefield maintain a Maximum Total Leverage Ratio, tested as of the last day of each fiscal quarter, not to exceed 4.50x for all periods. The ratio is defined as Total Funded Debt divided by LTM Consolidated Adjusted EBITDA. "Total Funded Debt" includes all outstanding

IV. Restrictive Covenants — Side-by-Side Comparison A. Restricted Payments (Dividends, Distributions, Equity Repurchases) Senior Credit Agreement: The Senior Credit Agreement permits restricted payments (including cash dividends, distributions, and equity repurchases) subject to the following baskets and conditions: (i) General basket: restricted payments in an aggregate amount not to exceed $10,000,000 per fiscal ye

V. Cross-Default and Cross-Acceleration Provisions Senior Credit Agreement: The Senior Credit Agreement includes a cross-default provision pursuant to which the occurrence of a default under any other indebtedness of Stonefield or any subsidiary in a principal amount exceeding $10,000,000 (including, for the avoidance of doubt, the mezzanine facility) constitutes an Event of Default under the Senior Credit Agreement.

VI. Reporting Covenants Comparison Senior Credit Agreement: The Senior Credit Agreement requires the following reporting deliverables: (i) Annual audited financial statements: delivery within 120 days after the end of each fiscal year, audited by Braddock & Saylor LLP (or such other independent registered public accounting firm of nationally recognized standing); (ii) Quarterly unaudited financial statements: deliver