Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by Stonefield Logistics Group Inc. ("SLG" or the "Company"), a Texas corporation (FEIN 84-3291057), with principal offices at 2900 Petroleum Tower Boulevard, Suite 400, Midland, TX 79701. This letter (the "Engagement Letter") sets forth the terms and conditions governing the Firm's representation of S

2. Scope of Representation The Firm's representation of SLG in this matter will encompass the evaluation of coverage under Meridian Surety & Indemnity Company's Inland Marine Cargo Legal Liability Policy No. IML-TX-0039821-2023 (the "Policy"), effective April 1, 2023 through March 31, 2024, in connection with the cargo loss sustained at SLG's transload facility located at 4501 East County Road 130, Midland, TX 79706

3. Identification of the Client The client in this matter is Stonefield Logistics Group Inc., and only Stonefield Logistics Group Inc. The Firm's duties of loyalty, confidentiality, competence, and diligence in this engagement run solely to SLG as the identified client. The Firm acknowledges that SLG is a portfolio company of Irongate Capital Partners, LP, a Delaware limited partnership with offices at 200 Clarendon

4. Engagement Team The following attorneys have been assigned to this engagement. The Firm believes that this team possesses the requisite experience, skill, and availability to provide effective and efficient representation to SLG in connection with the coverage dispute. Howard Bellamy — Responsible Partner. Mr. Bellamy will serve as the partner with overall responsibility for the engagement, including supervision o

5. Fee Arrangement and Hourly Rates Fees for this engagement will be charged on an hourly basis. This engagement is not on a contingency-fee basis, and the Firm's fees are not contingent upon the outcome of the coverage dispute or any related proceeding. The current hourly rates for the members of the engagement team are as follows: The hourly rates for any additional attorneys or paraprofessionals assigned to this m

6. Estimated Fee Budget Based on the Firm's current understanding of the matter, including the information and documentation provided by SLG to date, the estimated fee budget for the pre-litigation phase of the engagement is $175,000 to $225,000. The pre-litigation phase encompasses coverage evaluation, forensic expert coordination, preparation of the coverage opinion memorandum, preparation and submission of the for

7. Costs and Disbursements In addition to professional fees, SLG will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the matter. The Firm does not mark up costs or add any surcharge to disbursements; costs are passed through to SLG at the Firm's actual cost. Anticipated costs and disbursements include, but are not limited to, the follow

8. Billing and Payment Terms The Firm will render monthly invoices for professional fees and costs incurred during the preceding calendar month. Invoices will include a summary of fees by timekeeper, a narrative description of services rendered, and an itemization of costs and disbursements. Invoices will be directed to: Mr. Dale Engstrom Vice President of Risk Management Stonefield Logistics Group Inc. 2900 Petroleu

9. Conflicts of Interest The Firm has conducted a comprehensive conflicts check with respect to the proposed representation, in accordance with the Firm's standard conflicts-clearance procedures and the requirements of the Texas Disciplinary Rules of Professional Conduct. Based on the results of that check, the Firm has identified no conflicts of interest that would preclude the Firm from undertaking the engagement o

10. Confidentiality and Attorney-Client Privilege All communications between SLG and the Firm in connection with this engagement, including but not limited to oral and written communications, memoranda, correspondence, draft documents, notes, and work product, are subject to the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The Firm will not disclose confid

11. Document Retention During the pendency of the engagement, the Firm will maintain all files relating to the matter, including both hard-copy and electronic files, in accordance with the Firm's document-retention policies and applicable professional responsibility obligations. Upon conclusion of the engagement, whether by completion, termination, or otherwise, the Firm will retain its files relating to the matter f

12. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party, subject to the terms set forth below. SLG's Right to Terminate. SLG may discharge the Firm at any time, with or without cause, by providing written notice to the Firm. In the event of termination by SLG, SLG will remain responsible for the payment of all fees and costs incurred by the Firm thro

13. Governing Law This Engagement Letter and any disputes arising hereunder, including disputes regarding the interpretation, performance, or enforcement of this letter, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law or choice-of-law principles that would result in the application of the substantive law of any other jurisdiction.

14. No Guarantee of Outcome While the Firm will use its best professional efforts on SLG's behalf and will bring to bear its experience and judgment in the prosecution of SLG's coverage claim, the Firm does not and cannot guarantee any particular outcome in the coverage dispute with Meridian Surety & Indemnity Company. The practice of law involves inherent uncertainty, and no attorney can predict with certainty the r

15. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between the Firm and SLG with respect to the subject matter of this engagement and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the engagement. Any amendments, modifications, or supplements to this Engagement Letter must be in writing a

16. Acceptance and Execution We respectfully request that SLG indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and date this letter in the space provided below, and return a fully executed copy to the Firm at the address set forth in the letterhead above, or by email to Howard Bellamy at hbellamy@calderwoodharkness.com. We appreciate t