Contract analysis

I. CONFIRMATION OF SUCCESSFUL CLOSING Calderwood & Harkness LLP is pleased to confirm the successful closing of the consensual out-of-court restructuring (the "Restructuring") of Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a corporation organized and existing under the laws of the State of Delaware (EIN: 83-2457109; Delaware Secretary of State File No.: 6341872), effective as of December 19, 2023

II. SUMMARY OF COMPLETED RESTRUCTURING TRANSACTIONS The Restructuring was effectuated through a series of interrelated transactions, each of which is summarized in detail below. The transactions were carefully sequenced and, in certain cases, executed on different dates in the weeks preceding the Closing Date, with all remaining conditions satisfied and final deliverables exchanged on December 19, 2023. A. Amended an

III. SUMMARY OF CLOSING FINANCIAL IMPACT The following table summarizes the financial impact of the Restructuring on the Company's capital structure as of the Closing Date: *Note: $5.5 million in Non-Consenting Mezzanine Notes remain outstanding following the exit consent amendments but are excluded from the pro forma capital structure for purposes of this summary, as substantially all covenants, events of default, a

IV. CORPORATE DELIVERABLES COMPLETED AT CLOSING The following corporate deliverables were executed and delivered in connection with the closing of the Restructuring: (a) Board Resolutions. Resolutions of the Board of Directors of Stonefield Logistics Group Inc. authorizing the closing and execution of all definitive transaction documents, adopted unanimously on December 11, 2023. (b) Secretary's Certificate. Secretar

V. TRANSACTION COSTS SUMMARY Reference is made to the funds flow memorandum dated December 18, 2023 (the "Funds Flow Memorandum"), prepared by Gabrielle Moss of Calderwood & Harkness LLP and approved by Priya Sundaram, Chief Financial Officer of the Company, which sets forth in detail all closing-day fund movements among the relevant parties and accounts in connection with the consummation of the Restructuring transa

VI. ENCLOSED CLOSING BINDER The closing binder (the "Closing Binder") containing fully executed copies of all definitive transaction documents and ancillary materials is enclosed with this letter or, to the extent physical volumes are being separately delivered, will be delivered to the Company's offices at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201 by courier within five (5) business days of the date here

VII. POST-CLOSING MATTERS REQUIRING ATTENTION The following post-closing matters require the Company's prompt attention. We are available to assist with any of the items described below as needed. A. Filing of Amended and Restated Certificate of Incorporation and Certificate of Designations As noted in Section II.E above, the Amended and Restated Certificate of Incorporation and the Certificate of Designations for th

VIII. CLOSING REMARKS On behalf of Calderwood & Harkness LLP, we wish to congratulate Stonefield Logistics Group Inc. on the successful completion of this complex consensual out-of-court restructuring. The achievement of a comprehensive restructuring of the Company's capital structure — including the extension of the first lien maturities, the introduction of a super-priority liquidity facility, the equitization of $

1. Closing Binder (including Closing Checklist and Document Index dated December 19, 2023)

2. Funds Flow Memorandum dated December 18, 2023 Holder | Principal Amount Held Graystone Mezzanine Capital Fund II LP | $52.0 million Ashland Structured Credit LLC | $40.0 million Dunmore Special Situations Fund LP | $30.0 million Additional Joining Holders (various) | $12.5 million Total Exchanging Holders | $134.5 million Stockholder | Common Equity Ownership Ridgeline Capital Partners Fund III, L.P. | 47.5% Mezza