Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Agreement" means this Settlement Agreement and Mutual Release, including all exhibits and attachments hereto, as the same may be amended from time to time in accordan

ARTICLE II — SETTLEMENT CONSIDERATION

Section 2.1 — Cash Payment. (a) Brashear shall pay, or cause to be paid, to Stonefield the Cash Settlement Amount of Four Hundred Twenty-Five Thousand Dollars ($425,000.00) in immediately available funds by wire transfer to Stonefield's designated account. Wire transfer instructions are set forth in Exhibit A attached hereto, or as may be otherwise provided in writing by Stonefield's counsel, Calderwood & Harkness LL

Section 2.2 — Assignment of Assets. (a) Ridgeline and Brashear shall assign, transfer, convey, and deliver to Stonefield, or to such designee as Stonefield may specify in writing, all of Ridgeline's right, title, and interest in and to the following assets (collectively, the "Assigned Assets"): (i) Three (3) Class 8 tractors, identified by vehicle identification number (VIN), year, make, and model on the schedule att

Section 2.3 — Total Consideration. The aggregate settlement consideration under this Agreement consists of the Cash Settlement Amount of Four Hundred Twenty-Five Thousand Dollars ($425,000.00), plus the Assigned Assets valued at approximately Two Hundred Ten Thousand Dollars ($210,000.00), for a total estimated value of Six Hundred Thirty-Five Thousand Dollars ($635,000.00). The Parties acknowledge and agree that thi

Section 2.4 — No Further Obligation. Upon Stonefield's receipt of both the Cash Settlement Amount in full and the Assigned Assets in the manner contemplated by Sections 2.1 and 2.2, respectively, Ridgeline and Brashear shall have no further obligation to Stonefield under or in connection with the DFSA, the Judgment, the Litigation, or any related matter, and Stonefield shall have no further claim against Ridgeline or

ARTICLE III — MUTUAL GENERAL RELEASE

Section 3.1 — Release by Stonefield. Effective upon Stonefield's receipt of the Cash Settlement Amount and the Assigned Assets in full, Stonefield, on behalf of itself and its successors, assigns, affiliates, parents, subsidiaries, officers, directors, employees, agents, attorneys, and representatives, including without limitation Crestpoint Industrial Partners Fund III, LP and Crestpoint Industrial Capital LLC, here

Section 3.2 — Release by Ridgeline and Brashear. Effective upon the Effective Date, Ridgeline and Brashear, individually and on behalf of their respective heirs, personal representatives, executors, administrators, successors, assigns, affiliates, officers, members, managers, employees, agents, attorneys, and representatives, hereby irrevocably and unconditionally release and forever discharge Stonefield, and its suc

Section 3.3 — Scope of Release. The releases set forth in Sections 3.1 and 3.2 are intended to be broadly construed to the maximum extent permitted by applicable law. Without limiting the generality of the foregoing, such releases shall encompass all claims of every kind and character, including but not limited to claims for breach of contract, breach of warranty, breach of the implied covenant of good faith and fair

ARTICLE IV — COVENANT NOT TO SUE

Section 4.1 — Covenant. Each Party hereby covenants and agrees that it shall not, and shall cause its affiliates, successors, assigns, officers, directors, members, managers, employees, agents, attorneys, and representatives not to, directly or indirectly, commence, file, prosecute, maintain, or cause to be commenced, filed, prosecuted, or maintained, any action, suit, proceeding, complaint, charge, grievance, or cla

Section 4.2 — Remedy for Breach. In the event that any Party breaches the covenant not to sue set forth in Section 4.1, the breaching Party shall be liable for, and shall promptly reimburse the non-breaching Party for, all damages, costs, and expenses, including reasonable and necessary attorneys' fees and court costs, incurred by the non-breaching Party in defending against such action, suit, or proceeding. The Part

ARTICLE V — SATISFACTION OF JUDGMENT AND RELEASE OF LIENS

Section 5.1 — Agreed Order of Satisfaction. Within five (5) business days following Stonefield's confirmed receipt of both the Cash Settlement Amount and the Assigned Assets in the manner described in Article II, the Parties shall jointly execute, or cause their respective counsel to execute, and file (or cause to be filed) an Agreed Order of Satisfaction in the 134th Judicial District Court of Dallas County, Texas,

Section 5.2 — Release of Judgment. Concurrently with, or as promptly as practicable following, the filing of the Agreed Order of Satisfaction, Stonefield shall execute and file (or cause to be filed) a Release of Judgment, substantially in the form attached hereto as Exhibit D, in Dallas County, Texas and Oklahoma County, Oklahoma, releasing all abstracts of judgment, judgment liens, and any other encumbrances record

Section 5.3 — Dismissal of Oklahoma Proceedings. Stonefield shall take all reasonable steps to dismiss or withdraw the domesticated judgment in the Oklahoma County District Court that was filed on or about June 14, 2024, and to vacate or withdraw the Writ of Execution filed in Oklahoma County on September 6, 2024. Stonefield shall use commercially reasonable efforts to complete such dismissal, withdrawal, or vacatur

Section 5.4 — Cooperation. Each Party agrees to execute and deliver such further instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or desirable to effectuate the purposes of this Article V, including without limitation the execution of any additional releases, satisfactions, or lien discharges that may be required by any county recorder, court clerk

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations. Each Party represents and warrants to each other Party that, as of the Effective Date: (a) Such Party has full power and authority to enter into this Agreement and to perform all of its obligations hereunder. (b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action (in the case of Stonefield), limited liability com

Section 6.2 — Stonefield's Representations. Stonefield represents and warrants to Ridgeline and Brashear that, as of the Effective Date: (a) Stonefield is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and has all requisite corporate power and authority to conduct its business as presently conducted and to enter into and perform its obligations under this Ag

Section 6.3 — Ridgeline's Representations. Ridgeline represents and warrants to Stonefield that, as of the Effective Date: (a) Ridgeline is a limited liability company duly formed and validly existing (or previously existing) under the laws of the State of Oklahoma, and Gerald Brashear is its sole member and Managing Member. (b) Gerald Brashear, as Managing Member and sole owner, has full authority to execute this Ag

Section 6.4 — Brashear's Representations. Brashear represents and warrants to Stonefield that, as of the Effective Date: (a) He has the legal capacity to enter into this Agreement and to perform all of his obligations hereunder, and is not subject to any legal disability, guardianship, conservatorship, or other impediment that would prevent him from executing this Agreement or performing his obligations hereunder. (b

Section 7.1 — Responsibility for Taxes. Each Party shall be solely responsible for the payment of any and all taxes, penalties, and interest that may be assessed against such Party by any federal, state, or local taxing authority arising from or related to this Agreement and the settlement consideration received or paid pursuant hereto. No Party makes any representation, warranty, or guarantee to any other Party rega

Section 7.2 — Tax Reporting. To the extent required by the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, or any applicable state or local tax law, Stonefield may issue an IRS Form 1099 or other tax reporting document to Brashear and/or Ridgeline reflecting the settlement payments received pursuant to this Agreement. The Parties shall cooperate in good faith regarding any tax

ARTICLE VIII — CONFIDENTIALITY

Section 8.1 — Confidentiality Obligations. The Parties agree to keep the terms and conditions of this Agreement, including without limitation the amount of the settlement consideration, strictly confidential. No Party shall disclose, publish, or disseminate the terms of this Agreement to any third party, except as follows: (a) To such Party's attorneys, accountants, tax advisors, and financial advisors, on a need-to-

Section 8.2 — Disclosure of Existence. Notwithstanding the foregoing, the Parties acknowledge and agree that the existence of this Agreement and the fact that a settlement has been reached between the Parties may be disclosed publicly; provided, however, that the specific financial terms of this Agreement, including the Cash Settlement Amount, the value of the Assigned Assets, and the total settlement consideration,

ARTICLE IX — NO ADMISSION OF LIABILITY

Section 9.1 — No Admission. This Agreement is entered into solely for the purpose of settling and compromising disputed claims, and to avoid the further expense, burden, risk, and uncertainty of continued litigation and collection proceedings. Nothing contained in this Agreement, and no action taken by the Parties in connection herewith, shall be construed as an admission of liability, wrongdoing, fault, or responsib

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

Section 10.2 — Jurisdiction and Venue. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas, consistent with the forum-selection clause set forth in Section 18.2 of the DFSA. Each Party hereby irrevocabl

Section 10.3 — Entire Agreement. This Agreement, including all exhibits attached hereto (Exhibits A, B, C, and D), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether oral or written, relating to the subject matter hereof.

Section 10.4 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all Parties. No oral agreement, course of dealing, or trade usage shall operate to amend, modify, or supplement any term of this Agreement.

Section 10.5 — Waiver. No waiver of any provision of this Agreement shall be effective unless such waiver is set forth in a written instrument signed by the Party against whom enforcement of the waiver is sought. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement, whether or not similar. No waiver of any provision of this Agreement shall constitute a contin

Section 10.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that the

Section 10.7 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties, except that Stonefield may assign its rights h

Section 10.8 — Attorneys' Fees. In any action, suit, or proceeding to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable and necessary attorneys' fees, costs, and expenses incurred in connection with such action, suit, or proceeding, in addition to any other relief to which such prevailing Party may be entitled.

Section 10.9 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, electronic mail in portable document format (PDF), or other electronic means shall be equally effective as delivery of a manuall

Section 10.10 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon delivery, if delivered by hand; (b) upon transmission, if sent by facsimile or electronic mail (with confirmation of receipt); (c) one (1) business day after deposit with a nationally recognized overnight courie

Section 10.11 — Construction. This Agreement has been negotiated by the Parties and their respective counsel, and the language of this Agreement shall not be construed for or against any particular Party as the drafter or author of any particular provision. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision hereof.

Section 10.12 — Further Assurances. Each Party agrees to execute and deliver any additional documents, instruments, and agreements, and to take any additional actions, that may be reasonably necessary or desirable to carry out the intent, purposes, and terms of this Agreement, including without limitation the completion of all filings and deliveries contemplated by Articles II and V.

Section 10.13 — No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and their respective permitted successors and assigns. Nothing contained in this Agreement, whether expressed or implied, shall confer upon any person or entity other than the Parties any right, benefit, remedy, or claim under or by reason of this Agreement; provided, however, that the persons and entities r

1. The Default Judgment signed and entered by this Court on May 3, 2024, in the total amount of Two Million Five Hundred Forty-Five Thousand One Hundred Eighty-Eight Dollars and Sixty Cents ($2,545,188.60), together with all accrued post-judgment interest, is hereby declared to be FULLY SATISFIED.

2. Plaintiff Stonefield Logistics Group Inc. confirms that it has received full and complete satisfaction of the Judgment pursuant to the terms of the Settlement Agreement and Mutual Release entered into by the Parties effective September 13, 2024.

3. All writs of execution, abstracts of judgment, and judgment liens arising from or related to the Judgment in this Cause are hereby released, vacated, and discharged.

4. The Clerk of this Court is directed to note the satisfaction of the Judgment on the docket and in the records of this Court.

5. All costs of this proceeding are borne as set forth in the Parties' Settlement Agreement. SIGNED this _ day of ___, 2024. ________________________________________ HONORABLE LORRAINE WHITAKER Judge Presiding, 134th Judicial District Court Dallas County, Texas APPROVED AND AGREED AS TO FORM AND SUBSTANCE: COUNSEL FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC. ________________________________________ Priya Anand Calde

1. On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas, the Honorable Lorraine Whitaker presiding, entered a Default Judgment in Cause No. DC-24-01847, styled Stonefield Logistics Group Inc. v. Ridgeline Freight Carriers LLC and Gerald Brashear, in the total amount of $2,545,188.60, against Ridgeline Freight Carriers LLC and Gerald Brashear, jointly and severally (the "Judgment").

2. On or about May 20, 2024, Abstracts of Judgment were filed in Dallas County, Texas, and Oklahoma County, Oklahoma, creating judgment liens against the real property of Gerald Brashear.

3. On or about September 6, 2024, a Writ of Execution was filed in Oklahoma County, Oklahoma, and additional judgment liens were recorded against properties of Gerald Brashear.

4. The Judgment has been fully satisfied pursuant to the terms of a Settlement Agreement and Mutual Release entered into by the parties effective September 13, 2024.

5. Stonefield Logistics Group Inc. hereby releases, satisfies, and discharges the Judgment and all abstracts of judgment, judgment liens, and writs of execution recorded or filed in connection therewith in Dallas County, Texas and Oklahoma County, Oklahoma, including without limitation any liens against the following properties of Gerald Brashear: (a) The real property located at 2314 Quail Creek Drive, Edmond, Oklah

6. The county clerks and other recording officers of Dallas County, Texas and Oklahoma County, Oklahoma are hereby authorized and directed to note this Release of Judgment in their respective records and to release, cancel, and discharge all abstracts of judgment and judgment liens of record relating to the Judgment. IN WITNESS WHEREOF, the undersigned has executed this Release of Judgment as of the _ day of ___, 202