Contract analysis

I. PARTIES A. The Company Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware ("Stonefield" or the "Company"). Headquarters: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201 Employer Identification Number (EIN): 83-2457109 Delaware Secretary of State File Number: 6341872 The Company's operating subsidiaries, each of which is a direct or indirect whol

II. OVERVIEW OF PROPOSED RESTRUCTURING The proposed restructuring (the "Restructuring") contemplates a consensual, out-of-court restructuring of approximately $485 million in funded debt obligations of the Company and its subsidiaries, including approximately $8.1 million in accrued and unpaid PIK interest on the Mezzanine Notes. The Restructuring is designed to be implemented without a filing by the Company or any o

III. EXISTING CAPITAL STRUCTURE (PRE-RESTRUCTURING) The following table sets forth the existing capital structure of the Company as of March 31, 2023 (the most recent date for which audited or reviewed financial information is available): Key Financial Metrics (Pre-Restructuring): LTM Q1 2023 Adjusted EBITDA: $41,200,000 Total Leverage: 11.5x ($475,100,000 ÷ $41,200,000) First Lien Leverage: 7.9x ($327,000,000 ÷ $41,

IV. PROPOSED POST-RESTRUCTURING CAPITAL STRUCTURE The following table sets forth the proposed post-restructuring capital structure of the Company, giving effect to the completion of all transactions contemplated by this Revised Term Sheet: Key Financial Metrics (Post-Restructuring): Projected FY 2024E Adjusted EBITDA: $52,000,000 Post-Restructuring Total Leverage: 7.2x ($375,000,000 ÷ $52,000,000) Total Debt Reductio

V. DETAILED TERMS OF THE RESTRUCTURING TRANSACTIONS A. Amended and Restated First Lien Term Loan B The existing First Lien Term Loan B will be amended and restated on the terms set forth below. All TLB Lenders who consent to the amendment (each, a "Consenting TLB Lender") will receive the consent fee described below in consideration for their approval of the amendment. Borrower: Stonefield Logistics Group Inc. Guaran

VI. INTERCREDITOR ARRANGEMENTS The existing Intercreditor Agreement among the First Lien Agent, the second lien agent (under the Indenture), and the Company shall be terminated upon the closing of the Restructuring (contemporaneously with the cancellation of the Mezzanine Notes) and replaced with an Amended and Restated Intercreditor Agreement (the "Intercreditor Agreement") among the following parties: Parties: (a)

VII. CHANGE OF CONTROL PROVISION For purposes of the Super-Priority Credit Agreement and the Amended First Lien Credit Agreement, a "change of control" shall be deemed to have occurred if any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than Ridgeline Capital Partners Fund III, L.P. and the mezzanine equitization recipients and their respective p

VIII. MANDATORY PREPAYMENT PROVISIONS (SUMMARY) The following is a summary of the mandatory prepayment provisions applicable to the Super-Priority Term Loan and the Amended TLB. All mandatory prepayment provisions are subject to the detailed terms to be set forth in the definitive documentation. Excess Cash Flow: 75% of annual Excess Cash Flow shall be applied to prepay outstanding funded debt, subject to the require

IX. FINANCIAL COVENANTS (NEWLY ADDED) The Amended First Lien Credit Agreement and the Super-Priority Credit Agreement shall each contain the following financial maintenance covenants, which represent newly imposed requirements that are not contained in the Existing First Lien Credit Agreement. The financial covenants shall be tested on a unified basis across both credit facilities. Total Net Leverage Ratio The Compan

X. CONSENT THRESHOLDS AND APPROVALS REQUIRED The following consents and approvals are required to consummate the Restructuring: TLB Amendment: The consent of the TLB Required Lenders (i.e., holders of more than 50% of outstanding TLB loans) is required to approve the amendment and restatement of the Existing First Lien Credit Agreement on the terms described herein. The Company must seek consent from lenders holding

XI. IMPLEMENTATION MILESTONES AND KEY DATES The following table sets forth the indicative timeline and key milestones for the implementation of the Restructuring. All dates are target dates and are subject to adjustment by mutual agreement of the parties. The failure to achieve any milestone by its target date shall constitute a termination event under the Restructuring Support Agreement only if such milestone is des

XII. CONDITIONS PRECEDENT TO CLOSING The obligations of the parties to consummate the Restructuring and the funding of the Super-Priority Term Loan shall be subject to the satisfaction (or waiver by the relevant party) of the following conditions precedent: (a) Definitive Documentation. The execution and delivery of all definitive documentation in form and substance satisfactory to each party, including: (i) the Amen