Contract analysis

I. Purpose and Scope This memorandum documents the results of a comprehensive conflicts analysis conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as restructuring counsel to Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Delaware corporation headquartered at 4200 Commerce Street, Suite 1500, Dallas, TX 75201. The purpose of this memorandum is to ident

II. Prospective Client and Affiliated Entities Each entity listed below, together with each entity's known aliases, trade names, and prior names, was run through the Firm's conflicts system. In addition, the names of all known officers and directors of the prospective client were individually checked against the Firm's databases. A. Stonefield Logistics Group Inc. • Full Legal Name: Stonefield Logistics Group Inc. •

III. Private Equity Sponsor and Affiliates Stonefield was acquired by Ridgeline Capital Partners Fund III, L.P. in a leveraged buyout that closed on December 15, 2017. Ridgeline invested approximately $210 million in equity in connection with the acquisition. As of the date of this memorandum, Ridgeline Capital Partners Fund III, L.P. is the 100% equity holder of Stonefield (on a pre-restructuring basis) through its

IV. First Lien Lender Group — Administrative Agent and Syndicate Members The first lien debt consists of (a) a term loan B facility with an outstanding principal balance of approximately $240.0 million and (b) a revolving credit facility with a total commitment of $50.0 million, in each case under the First Lien Credit Agreement dated as of December 15, 2017. The first lien lender group and its members are counterpar

1. Pinnacle National Bank, N.A. • Commitment: $20.0 million • See Section IV.A above for full conflicts analysis.

2. Great Basin Commercial Bank • Entity Type: State-chartered commercial bank • Jurisdiction of Organization: Nevada • Commitment: $15.0 million • Conflicts Result: No current or prior representation by C&H was identified. No adverse matters involving Great Basin Commercial Bank were identified. The result is clear.

3. Tidewater Lending Corporation • Entity Type: Corporation • Jurisdiction of Organization: Virginia • Commitment: $15.0 million • Conflicts Result: No current or prior representation by C&H was identified. No adverse matters involving Tidewater Lending Corporation were identified. The result is clear.

V. Mezzanine Holders / Second Lien Noteholders The mezzanine debt consists of $140.0 million in aggregate outstanding principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2), issued pursuant to an Indenture dated as of December 15, 2017, by and among Stonefield Logistics Group Inc., as issuer, certain subsidiaries of the Company, as guarantors, and Continental Fiduciary Trus

VI. Indenture Trustee A. Continental Fiduciary Trust Company • Entity Type: Trust Company • Jurisdiction of Organization: New York • Address: 100 Wall Street, 15th Floor, New York, NY 10005 • Role: Trustee and Second Lien Collateral Agent under the Indenture dated December 15, 2017, governing the 11.50% Senior Secured Second Lien Notes due June 15, 2025 Continental Fiduciary Trust Company serves in a fiduciary capaci

VII. Opposing / Counterparty Counsel A. Westlake Harden & Cole LLP (First Lien Lenders' Counsel) • Entity Type: Limited Liability Partnership • Jurisdiction of Organization: New York • Address: 787 Seventh Avenue, 34th Floor, New York, NY 10019 • Role: Legal counsel to Pinnacle National Bank, N.A., as administrative agent, and the first lien lender group in connection with the restructuring • Lead Partner: Ramona Que

VIII. Financial Advisors to Counterparties A. Meridian Veltrian Partners LLC (Mezzanine Ad Hoc Group Financial Advisor) • Entity Type: Limited Liability Company • Jurisdiction of Organization: Delaware • Address: 660 Fifth Avenue, 18th Floor, New York, NY 10103 • Role: Financial advisor to the ad hoc mezzanine group (Graystone, Ashland, and Dunmore) in connection with the restructuring Meridian Veltrian Partners LLC

IX. Auditors and Other Professionals A. Whitfield & Pryce LLP (Independent Auditors) • Entity Type: Limited Liability Partnership • Jurisdiction of Organization: Texas • Address: 2100 Ross Avenue, Suite 2800, Dallas, TX 75201 • Role: Independent auditors of Stonefield Logistics Group Inc. since fiscal year 2018 • Engagement Partner: Todd Ashburn, CPA Whitfield & Pryce LLP serves as the Company's independent auditor a

X. Summary of Conflict Check Results The following table summarizes the conflict check results for all parties checked in connection with the proposed engagement:

XI. Disclosure Recommendation One item identified in the conflicts analysis requires disclosure to the prospective client. Specifically, as discussed in detail in Section IV.A above, C&H previously represented Pinnacle National Bank, N.A. — which serves as administrative agent and collateral agent under the First Lien Credit Agreement and is therefore a counterparty to Stonefield in the proposed restructuring — in an

1. The Firm's engagement letter for the proposed representation of Stonefield, which is anticipated to be dated April 3, 2023, should include a disclosure paragraph that: (a) identifies the prior representation of Pinnacle National Bank, N.A.; (b) describes the nature of the prior engagement (capital markets / underwriter's counsel, unrelated to the restructuring); (c) confirms that the prior matter has been closed s

2. A copy of the executed engagement letter containing the informed consent should be retained in both the matter file for Matter No. 1012-00002 and the Firm's central conflicts records. No waivers are required from Pinnacle National Bank, N.A. or any other counterparty. The advance waiver language contained in the engagement letter for the prior Pinnacle engagement (Matter No. 1012-00002) expressly contemplated that

XII. Ongoing Monitoring The Firm's obligation to monitor for conflicts of interest is ongoing throughout the duration of the engagement and does not terminate upon the completion of this initial conflicts analysis. In a consensual out-of-court restructuring of this nature, the universe of interested parties may evolve over time as loan positions are traded, additional creditor groups are formed, new professional advi

1. Supplemental Conflict Checks. If additional lender syndicate members, mezzanine holders, or other parties are identified during the course of the restructuring — whether through loan trading reports, updated lender participant lists from the administrative agent, DTC position reports, or otherwise — supplemental conflict checks must be run promptly through the Firm's conflicts system. The results of all supplement

2. Running Party List. Nathan Ikeda will maintain a running party list for Matter No. 1012-00002, updated as new parties are identified. This list will be coordinated with the Firm's Conflicts Department on a regular basis, and no less frequently than bi-weekly during periods of active negotiation.

3. Lateral Hires and New Client Intakes. The Conflicts Department will be notified of the open matter and the parties identified herein so that any future lateral hire screening or new client intake processes can be cross-referenced against this engagement.

4. Chapter 11 Contingency. In the event the restructuring is converted from a consensual out-of-court process to a formal Chapter 11 proceeding, a comprehensive supplemental conflicts analysis will be required in connection with any application to be retained as debtor's counsel under Section 327 of the Bankruptcy Code, including preparation of declarations pursuant to Bankruptcy Rule 2014 and Local Rules of the appl

XIII. Conclusion and Recommendation Based on the results of the comprehensive conflict check conducted on April 1–2, 2023, and as documented in this memorandum, no disqualifying conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to represent Stonefield Logistics Group Inc. in the proposed consensual out-of-court restructuring. All identified parties