Contract analysis

Section 2(a): Amended and Restated Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. (the "Amended Charter"), dated December 12, 2023, as duly adopted by the Board of Directors of the Company and the stockholders of the Company and filed with the Secretary of State of the State of

Section 2(b): Certificate of Designations — Series A Preferred Stock Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Designations, Preferences, and Rights of the Series A Preferred Stock of Stonefield Logistics Group Inc. (the "Certificate of Designations"), dated December 12, 2023, as duly adopted by the Board of Directors of the Company and filed with the Secretary of State

Section 2(c): Bylaws Attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of Stonefield Logistics Group Inc. (the "Bylaws") as currently in effect. The Bylaws have not been amended, restated, supplemented, or otherwise modified except as reflected in the copy attached hereto as Exhibit C. No action has been taken by the Board of Directors or the stockholders of the Company to further amend

Section 3(a): Board Resolutions — Approval of Restructuring Transactions (June 29, 2023) Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "June Resolutions") duly adopted by the Board of Directors of the Company at a duly called and convened meeting of the Board of Directors held on June 29, 2023, at which a quorum was present and acting throughout. The June Resolutions were

Section 3(b): Board Resolutions — Authorization of Closing and Execution of Definitive Documents (December 11, 2023) Attached hereto as Exhibit E is a true, correct, and complete copy of the resolutions (the "December Resolutions" and, together with the June Resolutions, the "Resolutions") duly adopted by the Board of Directors of the Company at a duly called and convened meeting of the Board of Directors held on Dec

Section 3(c): No Other Resolutions No resolutions other than the June Resolutions and the December Resolutions have been adopted by the Board of Directors of the Company (or any committee thereof) relating to the Transaction Documents, the restructuring transactions, or any of the other matters contemplated thereby. No action by written consent of the Board of Directors has been taken with respect to the Transaction