Contract analysis

1. Engagement and Client Identification This Engagement Letter confirms that 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 Division of Corporations File No.: 6341872), with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, is engaging Calderwood & H

2. Scope of Representation The Firm has been retained to advise and represent the Company in connection with a consensual out-of-court restructuring of approximately $485 million in funded debt obligations of the Company and related transactions (collectively, the "Restructuring"). The Restructuring is expected to consist of the following principal components: 2.1 Amend-and-Extend of First Lien Debt. The Firm will ad

3. Engagement Team The Firm has assembled the following team of attorneys to staff this engagement. The Company may direct day-to-day inquiries and communications to the Responsible Partner or the Lead Associate, as appropriate. Responsible Partner — Nathaniel Bower. Mr. Bower is a partner in the Firm's Bankruptcy & Restructuring Group and will serve as the Responsible Partner for this engagement. In that capacity, M

4. Fee Arrangement 4.1 Hourly Rates Fees for legal services rendered by the Firm in connection with this engagement will be computed on the basis of the Firm's standard hourly rates in effect at the time such services are rendered. The Firm's current standard hourly rates for the categories of timekeepers expected to work on this engagement are as follows: The specific rate applicable to each individual timekeeper wi

5. Conflicts of Interest In accordance with the applicable Rules of Professional Conduct, the Firm has conducted a comprehensive conflicts check with respect to the parties identified in connection with this engagement, including the Company, its subsidiaries, Ridgeline, the members of the Company's Board of Directors and senior management, Pinnacle National Bank, N.A., the identified members of the ad hoc group of m

6. Confidentiality The Firm will maintain the confidentiality of all information provided by the Company, its officers, directors, employees, agents, and other advisors in connection with this engagement, in accordance with the Firm's professional obligations under the applicable Rules of Professional Conduct and the duty of confidentiality owed by the Firm to the Company as its client. The Firm will not disclose any

7. Document Retention The Firm maintains a document retention policy pursuant to which client files and work product are retained for a period following the conclusion of an engagement. Upon the conclusion or termination of this engagement, the Firm will, at the Company's request and expense, return to the Company any original documents that the Company provided to the Firm in connection with this engagement. The Fir

8. Termination Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be effective upon receipt of such written notice, subject to the Firm's professional obligations under the applicable Rules of Professional Conduct, including the obligation to provide reasonable notice and an opportunity for the Company to retain alternative couns

9. Limitation of Liability To the fullest extent permitted by applicable law and the Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with the performance or non-performance of services under this Engagement Letter, whether based in contract, tort, strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the Company to the F

10. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute, controversy, o

11. Miscellaneous Provisions Entire Agreement. This Engagement Letter constitutes the entire agreement between the Company and the Firm with respect to the terms and conditions of the Firm's engagement in connection with the Restructuring and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the subject matter here

12. Acceptance and Execution If the foregoing terms and conditions are acceptable to the Company, please indicate the Company's acceptance by having an authorized officer sign and return the enclosed copy of this Engagement Letter to the undersigned, together with the Retainer in the amount of $100,000, payable by wire transfer in accordance with the wire transfer instructions enclosed herewith. We look forward to wo