Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm the terms of our engagement by Stonefield Logistics Group Inc. ("Stonefield," "SLG," or "the Company") as outside litigation counsel in the above-referenced matter. We appreciate the confidence that you and the Stonefield leadership team have placed in the Firm, and we look forward to providing the highest quality l

2. Scope of Representation The Firm will represent SLG in connection with the pursuit of breach-of-contract claims and related contractual remedies against the following parties: (a) Ridgeline Freight Carriers LLC ("Ridgeline"), an Oklahoma limited liability company registered to do business in the State of Texas, with its principal office located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159; and (b)

3. Engagement Team The following attorneys will be primarily responsible for providing legal services to SLG in connection with this matter: Priya Anand — Responsible Partner. Ms. Anand will serve as the lead attorney and primary point of contact for SLG with respect to this engagement. Ms. Anand will oversee all aspects of the litigation strategy, coordinate with the engagement team and client contacts, manage signi

4. Fee Arrangement The Firm will bill SLG for professional services rendered in connection with this matter on an hourly basis. There is no contingency fee component to this engagement. SLG's obligation to pay the Firm's fees is not contingent upon or related to the outcome of the litigation or the amount of any recovery obtained. The current standard hourly billing rates for the members of the engagement team are as

5. Costs and Expenses In addition to professional fees for legal services, the Firm will bill SLG for out-of-pocket costs and disbursements reasonably incurred in connection with the representation. These costs and expenses are separate from, and in addition to, the fees for professional services described in Section 4 above. Reimbursable costs and expenses may include, without limitation, the following: • Court fili

6. Billing and Payment Terms The Firm will issue monthly invoices to SLG for professional fees earned and costs and expenses incurred during the preceding calendar month. Invoices will be directed to Diane Ostrowski, General Counsel, at the address set forth above, or to such other address or email as SLG may designate in writing. Invoices will include a detailed narrative description of services rendered, identified

7. Client Responsibilities Effective and efficient representation requires the active cooperation of the client. SLG agrees to cooperate fully with the Firm in the prosecution of the claims described in this Letter, including by providing timely access to documents, records, electronic files, contracts, correspondence, financial data, and other information relevant to the matter, as well as making available for inter

8. Confidentiality All communications between the Firm and SLG made in the course of this engagement, including but not limited to oral and written communications, memoranda, reports, correspondence, and documents exchanged for the purpose of providing or obtaining legal advice, are intended to be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicabl

9. Conflicts of Interest Prior to undertaking this engagement, the Firm conducted a thorough conflicts-of-interest check in accordance with its internal procedures and the requirements of the Texas Disciplinary Rules of Professional Conduct. Based on that review, the Firm has identified no conflicts of interest that would prevent or limit the Firm's representation of SLG in connection with the matters described in th

10. Termination Termination by SLG. SLG may terminate this engagement at any time, with or without cause, by providing written notice to the Firm directed to Priya Anand at the address set forth below. Upon receipt of such notice, the Firm will take all steps reasonably necessary to protect SLG's interests, including, where applicable, seeking leave to withdraw from any pending litigation in an orderly manner and in

11. No Guarantee of Outcome While the Firm will provide diligent, competent, and zealous representation in connection with SLG's claims, it is important for SLG to understand that the Firm makes no guarantee, warranty, or assurance regarding the outcome of the litigation, the amount of any judgment, award, or settlement recovery, or the collectibility of any judgment or award that may be obtained. Litigation is inher

12. Document Retention The Firm will maintain all files, documents, correspondence, work product, and electronic records related to this matter in accordance with the Firm's standard document retention policies, which are designed to comply with applicable professional responsibility rules and legal requirements. During the active phase of the engagement, the Firm will maintain complete and organized files that are a

13. Governing Law and Dispute Resolution This Letter, and the terms and conditions of the engagement set forth herein, 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 the Firm's engagement, the Firm's fees or billing, or the terms and conditions of this Letter, the parties agr

14. Acceptance and Authorization We are prepared to begin work on SLG's behalf immediately upon receipt of an executed copy of this Letter. We believe the claims against Ridgeline and Gerald Brashear are substantial, and an early and well-coordinated litigation effort will serve SLG's interests. Time is of particular importance given the applicable statute of limitations and the need to preserve evidence and, potenti