Contract analysis

1. Purpose and Acceptance of Engagement Calderwood & Harkness LLP is pleased to confirm its engagement by Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a Delaware corporation headquartered in Irving, Texas, to serve as defense counsel in the above-referenced matter. We appreciate the Company's confidence in our Firm, and we look forward to providing the highest caliber of legal representation throu

2. Description of the Matter The Firm is engaged to defend Stonefield in Delano v. Stonefield Logistics Group Inc., Case No. 3:25-cv-01847-RBC, filed on April 30, 2025, in the United States District Court for the Northern District of Texas, Dallas Division. The matter has been assigned to the Honorable Rebecca Chen, United States District Judge, with the Honorable Timothy Farrell, United States Magistrate Judge, pres

3. Scope of Engagement The Firm's engagement encompasses all aspects of the defense of the above-captioned matter. By way of illustration and not limitation, the scope of our representation includes the following: (a) Responsive Pleadings. Preparing and filing an Answer and Affirmative Defenses in response to the Complaint, including any amended complaints that may be filed during the course of the litigation. (b) Co

4. Client Identification The Firm's client in this engagement is Stonefield Logistics Group Inc., EIN 82-4731956, Delaware Charter No. 6247183, Texas Secretary of State Filing No. 0803127465. The Firm represents only the corporate entity and does not represent any individual officer, director, or employee of the Company in his or her personal capacity. Nor does the Firm represent Ridgepoint Capital Partners Fund III,

5. Staffing The Firm has assembled a team of experienced labor and employment litigators to handle this engagement. The initial staffing plan is as follows: Responsible Partner: Bernard Crawford, Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the partner responsible for the overall direction and strategy of the engagement. He will be the primary point of contact for senior client communication

6. Fee Arrangement Hourly Rates. Fees for legal services rendered in connection with this engagement will be billed on an hourly basis pursuant to the Ridgepoint Capital Partners portfolio company panel agreement (the "Panel Agreement") currently in effect between Calderwood & Harkness LLP and Ridgepoint Capital Management LLC. The Panel Agreement provides blended hourly rates for all Ridgepoint portfolio companies,

7. Billing and Payment Terms Invoices for fees and disbursements will be rendered monthly, on or about the tenth (10th) day of each calendar month, for fees and disbursements incurred during the preceding calendar month. Each invoice will include detailed time entries for each timekeeper, a description of the work performed, the time expended, and itemized disbursements. Payment of invoices is due within thirty (30)

8. Expenses and Disbursements The Company will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses include, but are not limited to: • Court filing fees and related court costs • Service of process costs • Deposition transcript fees (original and copies), videography fees, and real-time reporting charges • Expert witness fees and expenses, to the extent bi

9. Confidentiality and Privilege All communications between the Firm and the Company in connection with this engagement are subject to the attorney-client privilege and/or the work product doctrine, to the fullest extent provided by applicable law. The Company agrees to maintain the confidentiality of all legal advice, work product, strategy communications, and other privileged information shared by the Firm in the c

10. Insurance Coverage Coordination The Firm will coordinate with Broadleaf Insurance Company regarding coverage of defense costs and potential indemnity obligations under the Company's EPLI policy, Policy No. BIC-EPL-2024-07831, for the policy period January 1, 2025, through January 1, 2026. As noted above, the policy provides a self-insured retention of $2,000,000 and an aggregate limit of $10,000,000. As of the da

11. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in connection with this engagement and confirms that it does not currently represent any party adverse to Stonefield Logistics Group Inc. in this matter. Specifically, the Firm does not currently represent Marcus Delano, Hartwell & Brashear PLLC, or any known putative member of the collective described in the Complaint. The Firm further

12. Termination Either party may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate the Firm's representation is absolute and unconditional. Upon termination of the engagement, the Company will remain responsible for all fees and disbursements incurred through the effective date of termination, including any fees incurred in connection with the orderly trans

13. No Guarantee of Outcome The Firm will use its best professional efforts in the defense of this matter. However, the Firm does not and cannot guarantee any particular outcome, whether with respect to the merits of the underlying claims, the Court's ruling on conditional certification, or the ultimate resolution of the case by settlement or judgment. The Firm notes that the total potential exposure in this matter,

14. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles. In the event of any dispute arising out of or relating to this engagement, including disputes concerning fees, the scope of the representation, or the quality of services rendered, the parties agree to first attempt to reso

15. Acknowledgment and Acceptance If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this letter in the space provided below. Upon receipt of your executed copy, this letter will constitute the binding engagement agreement between the Firm and the Company with respect to the above-captioned matter. We are grateful for the opportunity to represent Stonefield Logist

1. Calderwood & Harkness LLP Firm Privacy Policy

2. Ridgepoint Capital Partners Portfolio Company Panel Agreement (fee schedule excerpt)

3. Conflict Check Confirmation Memorandum (internal reference copy for client's records) cc: (via email, with client authorization) Nathan Okonkwo, Managing Director, Ridgepoint Capital Management LLC Aaron Turcotte, Chief People Officer, Stonefield Logistics Group Inc. Gerald Wynn, Chief Executive Officer, Stonefield Logistics Group Inc. Timekeeper Category | Hourly Rate Partners | $875.00 per hour Associates | $525