Contract analysis

I. Purpose This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Stonefield Logistics Group Inc. ("SLG" or "Stonefield") in the defense of a Fair Labor Standards Act ("FLSA") collective action and related Texas state law claims filed, or anticipated to be filed, by Marcus

II. Matter Description Nature of Matter. The proposed representation involves the defense of Stonefield Logistics Group Inc. in an FLSA collective action and related state law claims arising under the Texas Payday Law (Tex. Lab. Code §§ 61.001–61.095). The claims allege that SLG has systematically misclassified delivery drivers as independent contractors rather than employees, thereby denying those drivers the protec

III. Parties and Related Entities Searched The following parties, entities, individuals, and related persons were identified as requiring inclusion in the conflict search based on the information provided in the engagement intake materials, the pre-engagement telephone conference between Bernard Crawford and SLG's General Counsel, and publicly available information. Each entry below was searched through the Firm's co

1. Stonefield Logistics Group Inc. — The prospective client. Delaware corporation; principal place of business and corporate headquarters at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039. EIN: 82-4731956. Delaware Charter No.: 6247183. Texas SOS Filing No.: 0803127465.

2. Ridgepoint Capital Partners Fund III, LP — Delaware limited partnership; private equity fund holding a 72% equity stake in SLG since July 2019; acquisition price approximately $285 million. EIN: 37-8194220. Principal office address: 225 W. Wacker Drive, Suite 2400, Chicago, Illinois 60606. Searched as an affiliated entity of the prospective client due to its majority ownership interest and potential involvement in

3. Ridgepoint Capital Management LLC — Delaware limited liability company; general partner and management entity of Ridgepoint Capital Partners Fund III, LP. Principal office address: 225 W. Wacker Drive, Suite 2400, Chicago, Illinois 60606. Searched as an affiliated entity due to its management role and because its Managing Director, Nathan Okonkwo, initiated client contact with the Firm.

4. Nathan Okonkwo — Managing Director, Ridgepoint Capital Management LLC; serves as a board observer for Stonefield Logistics Group Inc. Mr. Okonkwo participated in the initial engagement discussion and may be involved in providing strategic direction and litigation oversight on behalf of the private equity sponsor.

5. Gerald Wynn — Chief Executive Officer, Stonefield Logistics Group Inc. Searched as a key officer of the prospective client and as a potential fact witness in the underlying litigation regarding SLG's business model, contractor classification decisions, and corporate governance.

6. Margaret Hollis — General Counsel, Stonefield Logistics Group Inc. Searched as a key officer of the prospective client and as the individual responsible for directing outside counsel in this matter. Ms. Hollis is expected to serve as the primary client contact for the engagement.

7. Aaron Turcotte — Chief People Officer, Stonefield Logistics Group Inc. Searched as a key officer with direct oversight of SLG's human resources and workforce classification policies, which are central to the claims at issue.

8. Trevor Sandoval — Vice President of Operations, Stonefield Logistics Group Inc. Searched as a senior officer with operational authority over SLG's delivery network, driver management, route assignments, and hub operations, all of which are relevant to the misclassification analysis.

9. Karen Lund — Director of Driver Relations, Stonefield Logistics Group Inc. Searched as a key employee responsible for managing the relationship between SLG and its delivery drivers, including the administration of ICOAs and the implementation of driver policies and procedures.

10. Dennis Faulkner — Hub Manager, Fort Worth (HUB-01), Stonefield Logistics Group Inc. Searched as a key employee who directly supervised or managed operations at the distribution hub where the named plaintiff performed delivery services and who may possess material knowledge regarding the day-to-day working conditions and degree of control exercised over drivers at that location. B. Adverse Parties

1. Marcus Delano — Named Plaintiff; individual; residing at 3417 Calmont Avenue, Fort Worth, Texas 76107. Former delivery driver at SLG's Fort Worth distribution hub (HUB-01). Performed delivery services under an ICOA from approximately March 2021 through September 2024.

2. Proposed collective members — The anticipated collective action will seek conditional certification on behalf of approximately 1,187 current and former delivery drivers who signed Independent Contractor Operating Agreements with SLG from April 30, 2022 to the present. The identities of the individual proposed collective members (opt-in plaintiffs) are not yet known and have not been disclosed in any filing or dema

1. Hartwell & Brashear PLLC — Texas professional limited liability company; plaintiff-side employment litigation boutique. Principal office address: 500 N. Akard Street, Suite 1750, Dallas, Texas 75201. The firm has been identified as lead counsel for the named plaintiff, Marcus Delano, based on the pre-suit demand letter received by SLG's General Counsel on April 15, 2025.

2. Claudia Hartwell — Partner, Hartwell & Brashear PLLC; Lead Counsel for Plaintiff. Ms. Hartwell is identified as the signatory on the pre-suit demand letter and is expected to serve as lead trial counsel for the plaintiff collective.

3. Jordan Brashear — Partner, Hartwell & Brashear PLLC. Mr. Brashear is a named partner of the opposing firm and has been included in the search as a matter of standard procedure. D. Related Third Parties and Other Interested Entities

1. Pennfield & Daye LLP — Fort Worth-based employment law firm; principal office address: 801 Cherry Street, Suite 1400, Fort Worth, Texas 76102. Pennfield & Daye served as prior employment counsel to SLG. The firm drafted the original Independent Contractor Operating Agreement template in 2018 and advised SLG on independent contractor classification issues at the time the ICOA program was implemented. Pennfield & Da

2. Broadleaf Insurance Company — Connecticut stock insurance company; SLG's Employment Practices Liability Insurance ("EPLI") carrier. Policy No.: BIC-EPL-2024-07831. Policy period: January 1, 2025 through January 1, 2026. Self-insured retention ("SIR"): $2,000,000. Aggregate limit: $10,000,000. Principal office address: 100 Constitution Plaza, Hartford, Connecticut 06103. Broadleaf has acknowledged receipt of SLG's

3. Corbin Risk Advisors LLC — Virginia limited liability company; litigation consulting and expert economics firm. Principal office address: 1901 N. Moore Street, Suite 1020, Arlington, Virginia 22209. Corbin Risk is being considered for retention as an economic and damages consulting expert in connection with the defense of the collective action, including analysis of potential damages exposure, statistical sampling

4. Dr. Priya Ramanathan — Lead Consultant and Expert Economist, Corbin Risk Advisors LLC. Dr. Ramanathan has been identified as the specific consultant who would lead the expert engagement on behalf of SLG if Corbin Risk is retained. She holds a Ph.D. in Labor Economics from the University of Chicago and has testified as an expert in approximately seventeen FLSA and state wage-and-hour matters.

5. Meridian National Bank — SLG's primary lender under a senior secured credit facility. Principal office address: 1700 Pacific Avenue, Suite 500, Dallas, Texas 75201. Meridian is included in the search because the outcome of the collective action, particularly if a large judgment or settlement is entered, could implicate financial covenants, reporting obligations, or material adverse change provisions under SLG's cr

6. Whitmore & Solano CPAs LLP — SLG's external auditing firm. Principal office address: 8350 N. Central Expressway, Suite 600, Dallas, Texas 75206. Whitmore & Solano is included in the search because the firm may possess relevant financial records, audit workpapers, or tax-related documents pertaining to SLG's classification and payment of delivery drivers as independent contractors. E. Court / Judicial Officers

1. Hon. Rebecca Chen — United States District Judge, Northern District of Texas, Dallas Division. Judge Chen has been identified as the anticipated presiding judge based on the Dallas Division's case assignment practices and information received from plaintiff's counsel during pre-suit communications. Assignment will be confirmed upon filing of the complaint.

2. Hon. Timothy Farrell — United States Magistrate Judge, Northern District of Texas, Dallas Division. Judge Farrell has been identified as the anticipated referral magistrate for pretrial proceedings. Assignment will be confirmed upon filing of the complaint and entry of a referral order.

IV. Search Methodology The conflict of interest searches described in this memorandum were conducted on April 28 and April 29, 2025, using Calderwood & Harkness LLP's firm-wide conflict management database (Ridgeway Health IT, Version 7.6, as deployed and maintained by the Firm's General Counsel and Information Technology departments). The database contains records of all current and former client representations, ad

V. Results of Conflict Search A. Stonefield Logistics Group Inc. A comprehensive search of the Firm's conflict management database returned no results indicating any current or prior representation of Stonefield Logistics Group Inc. by Calderwood & Harkness LLP. Additionally, no matters were identified in which SLG appeared as an adverse party, co-party, interested person, or third-party witness in any current or his

I. Meridian National Bank A comprehensive search of the Firm's conflict management database returned no results indicating any current representation of Meridian National Bank by Calderwood & Harkness LLP. No adverse representations against Meridian National Bank are currently active, and no historical matters involving Meridian as a client, adverse party, or interested entity were identified within the past ten year

VI. Lateral Hire and Of-Counsel Check In accordance with the Firm's conflict policies regarding lateral attorneys and of-counsel arrangements, the undersigned confirmed that no member of the proposed engagement team has any prior representation of, personal connection to, or professional relationship with Marcus Delano, Hartwell & Brashear PLLC, Claudia Hartwell, Jordan Brashear, or any other adverse party identified

VII. Conclusion and Clearance Based on the comprehensive conflict of interest search described in this memorandum, encompassing all parties, affiliates, adverse parties, adverse counsel, related third parties, judicial officers, and engagement team members identified in Sections III through VI above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the propo

VIII. Approval Prepared by: ________________________________________ Lisa Cheng Paralegal, Labor & Employment Calderwood & Harkness LLP Date: April 29, 2025 Reviewed and Approved by: ________________________________________ Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP Date: April 29, 2025 Entered into Conflict System: Date and matter number to be inserted upon engagement letter execution.

IX. Attachments The following documents are attached to this memorandum and incorporated herein by reference: Attachment A: Conflict Search Report printout (system-generated from Ridgeway Health IT, Version 7.6), dated April 29, 2025, reflecting all search queries run and results returned for each party and entity identified in Section III of this memorandum. Attachment B: List of all search terms and entity variatio