Contract analysis

1. Amended and Restated Intercreditor Agreement dated November 10, 2023 (the "A&R Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP, in its capacity as Super-Priority Agent, Pinnacle National Bank, N.A., in its capacity as First Lien Agent, and the Company, establishing the super-priority first-out / first lien second-out priority and payment waterfall governing the relative rights and prioritie

2. Super-Priority Credit Agreement dated November 17, 2023 (the "Super-Priority Credit Agreement"), among the Company, as Borrower, the Guarantors party thereto (being Stonefield Logistics Holdings LLC, a Delaware limited liability company, Stonefield Freight Services LLC, a Delaware limited liability company, Stonefield Last Mile Inc., a Delaware corporation, and Stonefield Warehousing LLC, a Delaware limited liabil

3. Super-Priority Guaranty Agreement dated November 17, 2023 (the "Super-Priority Guaranty"), by each of the Guarantors in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent, pursuant to which each Guarantor unconditionally and irrevocably guarantees the full and timely payment and performance of all obligations under the Super-Priority Credit Agreement. A copy of the Super-Priority Guaranty is atta

4. Super-Priority Pledge and Security Agreement dated November 17, 2023 (the "Super-Priority Security Agreement"), by the Company and the Guarantors in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent, granting a first-priority super-priority security interest and lien on substantially all assets of the Company and the Guarantors, including but not limited to all accounts, chattel paper, commercia

5. Amended and Restated First Lien Credit Agreement dated December 1, 2023 (the "A&R First Lien Credit Agreement"), among the Company, as Borrower, the Guarantors, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, providing for: (a) a first lien Term Loan B in the aggregate principal amount of $285.0 million, bearing interest at a rate equal to SOFR plus 500 ba

6. Amendment No. 1 to First Lien Credit Agreement (Cover Agreement) dated December 1, 2023 (the "Cover Agreement"), effectuating the amendment and restatement of the original First Lien Credit Agreement dated December 15, 2017. The Cover Agreement provides for consent fees of: (a) 50 basis points on the outstanding TLB ($1,425,000) and (b) 25 basis points on the revolving commitments ($87,500), payable to consenting

7. Exchange Agreement dated December 8, 2023 (the "Exchange Agreement"), among the Company and the exchanging mezzanine holders (holding approximately $134.5 million of the $140.0 million outstanding Mezzanine Notes, representing approximately 96.1% of the aggregate principal amount), pursuant to which the exchanging mezzanine holders will exchange their 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSI

8. First Supplemental Indenture (Exit Consent Amendments) dated December 8, 2023 (the "First Supplemental Indenture"), among the Company and Continental Fiduciary Trust Company, as Trustee, effectuating exit consent amendments with respect to the remaining $5.5 million in aggregate principal amount of non-exchanged Mezzanine Notes, stripping substantially all restrictive covenants, events of default, and reporting ob

9. Amended and Restated Certificate of Incorporation (the "A&R Charter"), to be filed with the Secretary of State of the State of Delaware, authorizing the Company's new capital structure, including the authorization of shares of common stock and shares of Series A Preferred Stock, and reflecting the pro forma equity ownership of the Company consisting of 47.5% held by Ridgeline, 47.5% held by the mezzanine equitizat

10. Certificate of Designations of Series A Preferred Stock (the "Certificate of Designations"), to be filed with the Secretary of State of the State of Delaware, establishing the terms and conditions of the Series A Preferred Stock, including an aggregate liquidation preference of $35.0 million, a PIK dividend rate of 10.00% per annum (compounding quarterly), seniority to common stock in respect of liquidation prefe

11. Amended and Restated Stockholders' Agreement dated December 12, 2023 (the "A&R Stockholders' Agreement"), among the Company, Ridgeline Capital Partners Fund III, L.P., and the mezzanine equitization recipients, providing for, among other things: (a) board composition consisting of seven (7) directors — three (3) Ridgeline designees, three (3) mezzanine holder designees, and one (1) independent director; (b) trans

12. Registration Rights Agreement dated December 12, 2023 (the "Registration Rights Agreement"), among the Company and the holders of common stock and Series A Preferred Stock, providing for demand and piggyback registration rights with respect to the equity securities of the Company, subject to customary conditions and limitations. A copy of the Registration Rights Agreement is attached hereto as Exhibit L.

13. All related ancillary documents, instruments, agreements, certificates, UCC financing statements, and governmental and regulatory filings contemplated by or required in connection with any of the foregoing documents (collectively with the documents identified in clauses 1 through 12 above, the "Restructuring Documents"). H. Review of Financial Impacts The Board has reviewed, with the assistance of Hargrove and C&

I. Transaction Costs The Board has reviewed and approved the total estimated transaction costs in connection with the Restructuring Transactions, which are expected to be approximately $12,762,500, comprising the following: The Company's obligations to reimburse the fees and expenses of Westlake Harden & Cole LLP, Thornbury McCaffrey LLP, and Meridian Veltrian Partners LLC arise from the fee reimbursement provisions