1012-00001 · Client 1012 · Closing

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OFFICER'S CERTIFICATE

Stonefield Logistics Group Inc.

Delivered Pursuant to Section 4.01(e) of the Mezzanine Credit Agreement dated September 14, 2023

September 29, 2023

Delivered to:

Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065

Attention: Portfolio Administration

Reference is made to that certain Mezzanine Credit Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender"), and the guarantors party thereto from time to time.

Capitalized terms used but not otherwise defined in this Officer's Certificate shall have the meanings ascribed to such terms in the Mezzanine Credit Agreement.

Section 1. Identity and Authority of Certifying Officers

The undersigned, Marcus W. Ellison and Janet R. Prescott, hereby certify as follows:

1. Marcus W. Ellison is the duly elected, qualified, and acting Chief Executive Officer of Stonefield Logistics Group Inc., a corporation duly organized and validly existing under the laws of the State of Delaware. Mr. Ellison has served in such capacity continuously since March 2019 and, as of the date hereof, continues to serve as the Chief Executive Officer of the Borrower.

2. Janet R. Prescott is the duly elected, qualified, and acting Chief Financial Officer of Stonefield Logistics Group Inc. Ms. Prescott has served in such capacity continuously since January 2021 and, as of the date hereof, continues to serve as the Chief Financial Officer of the Borrower.

3. Each of the undersigned is authorized to execute and deliver this Officer's Certificate on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower duly adopted on or prior to the date hereof, copies of which resolutions are attached to the Secretary's Certificate delivered concurrently herewith by Robert D. Nagamine, General Counsel and Secretary of the Borrower. Such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.

4. This Officer's Certificate is being delivered in connection with the closing and initial funding of One Hundred Twenty Million Dollars ($120,000,000) under the Mezzanine Credit Agreement on the date hereof (the "Closing Date"). The Closing Date occurs concurrently with the delivery of this certificate.

5. The principal office of the Borrower is located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107. The Borrower's registered agent in the State of Delaware is Pinnacle Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

6. The undersigned have reviewed the Mezzanine Credit Agreement, the other Loan Documents, and such corporate records, documents, certificates, and other materials as the undersigned have deemed necessary or appropriate in connection with the delivery of this Officer's Certificate, and the undersigned are making the certifications set forth herein based upon such review and upon such other investigations and inquiries as the undersigned have deemed necessary.

Section 2. Representations and Warranties

The undersigned hereby certify that each of the representations and warranties made by the Borrower and each Guarantor — namely, Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company, Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, and Stonefield Freight Brokerage, Inc., a Delaware corporation (each, a "Guarantor" and, collectively, the "Guarantors") — in Article V of the Mezzanine Credit Agreement and in each of the other Loan Documents (including, without limitation, the Mezzanine Guaranty Agreement, dated as of September 14, 2023, the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, and the Parent Equity Pledge Agreement, dated as of September 14, 2023) is true and correct in all material respects as of the Closing Date (or, in the case of any representation or warranty that is qualified by materiality, Material Adverse Effect, or similar qualifiers, true and correct in all respects as of the Closing Date), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects (or, where qualified by materiality, Material Adverse Effect, or similar qualifiers, in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certify the accuracy of each of the following representations and warranties as of the Closing Date:

(a) Organization and Good Standing of the Borrower. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

(b) Organization and Good Standing of the Guarantors. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, as set forth below:

(i) Stonefield Intermodal Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas;

(ii) Stonefield Fleet Management, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas;

(iii) Stonefield Freight Brokerage, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and

(iv) Cascade Ridge SLG Holdings, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Each Guarantor has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

(c) Authorization; No Conflict. The execution, delivery, and performance of the Mezzanine Credit Agreement and each other Loan Document by the Borrower and each Guarantor have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of the Borrower and each Guarantor, respectively. The execution, delivery, and performance of such Loan Documents do not and will not (i) violate any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational or governing document of the Borrower or any Guarantor, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on the Borrower or any Guarantor or their respective properties, or (iii) result in a breach of, or constitute a default under, any material agreement, indenture, or instrument to which the Borrower or any Guarantor is a party or by which any of their respective properties may be bound, except, in the case of clauses (ii) and (iii), for any such violations, breaches, or defaults that could not reasonably be expected to have a Material Adverse Effect.

(d) Governmental Approvals. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any governmental authority or court is required in connection with the execution, delivery, and performance of the Loan Documents by the Borrower or any Guarantor, other than (i) filings that have been duly made on or prior to the Closing Date, and (ii) filings that will be made concurrently with or promptly following the Closing Date, including the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming the Borrower and Stonefield Freight Brokerage, Inc. as debtors) and the Secretary of State of the State of Texas (naming Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtors), in each case naming Ridgeline Mezzanine Capital Fund III, LP as secured party.

(e) Ownership Structure. Cascade Ridge SLG Holdings, LLC holds 78.4% of the outstanding equity interests of the Borrower. Cascade Ridge SLG Holdings, LLC is a wholly-owned subsidiary of Cascade Ridge Capital Fund V, LP, a Delaware limited partnership. Cascade Ridge Capital Partners, LLC serves as the equity sponsor of the Borrower. The ownership structure of the Borrower and its Subsidiaries as set forth in the organizational chart delivered to the Mezzanine Lender as an exhibit to the Mezzanine Credit Agreement is true, correct, and complete in all material respects as of the Closing Date.

(f) No Litigation. No litigation, investigation, or proceeding of or before any arbitrator, governmental authority, or court is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (ii) that involves any of the Loan Documents or the transactions contemplated thereby.

Section 3. No Default

The undersigned hereby certify as follows with respect to the absence of any Default or Event of Default:

(a) No Default or Event of Default (as each such term is defined in the Mezzanine Credit Agreement) has occurred and is continuing under the Mezzanine Credit Agreement or any other Loan Document as of the Closing Date, and no Default or Event of Default would result from the borrowing and funding of the Mezzanine Term Loan on the Closing Date or from the application of the proceeds thereof in the manner described in Section 6 below.

(b) No "Event of Default" (as such term is defined in the Amended and Restated Credit Agreement, dated as of April 7, 2022, among the Borrower, as borrower, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, as amended by that certain Amendment No. 1 to Senior Credit Agreement, dated December 15, 2022, Amendment No. 2 to Senior Credit Agreement, dated June 2, 2023, and Amendment No. 3 to Senior Credit Agreement, dated September 14, 2023 (as so amended, the "Senior Credit Agreement")) has occurred and is continuing as of the Closing Date. The Borrower is in compliance in all material respects with the terms and covenants of the Senior Credit Agreement and the related Senior Loan Documents.

(c) The consent letter dated September 5, 2023, from Whitmore National Bank, N.A., in its capacity as Administrative Agent under the Senior Credit Agreement (the "Senior Agent Consent"), consenting to the incurrence of the Mezzanine Term Loan and the entry into the Mezzanine Credit Agreement and the other Loan Documents by the Borrower and the Guarantors, has been duly executed and delivered by all required parties and remains in full force and effect as of the Closing Date. A true, correct, and complete copy of the Senior Agent Consent has been delivered to the Mezzanine Lender.

(d) Amendment No. 3 to the Senior Credit Agreement, dated as of September 14, 2023, has been duly executed and delivered by all parties thereto and remains in full force and effect as of the Closing Date. Amendment No. 3 authorizes, among other things, the incurrence of the Mezzanine Term Loan and the granting of junior security interests and liens in favor of the Mezzanine Lender pursuant to the Mezzanine Pledge and Security Agreement, subject to the terms of the Intercreditor Agreement.

(e) The Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Agreement (the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and acknowledged and agreed to by the Borrower and each Guarantor (the "Intercreditor Agreement"), has been duly executed and delivered by all parties thereto and is in full force and effect as of the Closing Date. A true, correct, and complete copy of the Intercreditor Agreement has been delivered to the Mezzanine Lender.

Section 4. No Material Adverse Change

The undersigned hereby certify that since December 31, 2022 — the date of the most recent audited financial statements of the Borrower and its consolidated Subsidiaries, which financial statements were audited by Braddock & Saylor LLP, independent certified public accountants — no event, circumstance, development, condition, or change has occurred or arisen that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on:

(a) the business, assets, operations, properties, financial condition, or prospects of the Borrower and its Subsidiaries, taken as a whole;

(b) the ability of the Borrower or any Guarantor to perform any of its payment or other material obligations under the Mezzanine Credit Agreement, the Mezzanine Guaranty Agreement, or any other Loan Document; or

(c) the rights and remedies of the Mezzanine Lender under the Mezzanine Credit Agreement or any other Loan Document, including the validity, enforceability, or priority of the Liens granted thereunder.

The Borrower's consolidated financial performance has continued to improve during the period since December 31, 2022. For the trailing twelve-month period ended June 30, 2023, the Borrower's Adjusted EBITDA (as defined in the Mezzanine Credit Agreement and calculated in accordance with the methodology set forth therein) was $108,600,000, as set forth in the Initial Compliance Certificate delivered concurrently herewith by Janet R. Prescott, Chief Financial Officer. This figure reflects continued growth and operational improvement relative to the Borrower's fiscal year 2022 Adjusted EBITDA of $98,400,000, representing an increase of approximately 10.4% year-over-year.

The undersigned are not aware of any pending or threatened event, circumstance, or condition that could reasonably be expected to result in a Material Adverse Effect. The Borrower's business operations, customer relationships, fleet utilization metrics, and key performance indicators continue to perform in line with, or in excess of, the projections previously delivered to the Mezzanine Lender.

Section 5. Financial Covenant Compliance

The undersigned hereby certify that, as of the Closing Date and after giving pro forma effect to the funding of the $120,000,000 Mezzanine Term Loan and the application of the proceeds thereof as described herein, the Borrower is in compliance with each of the financial covenants set forth in the Mezzanine Credit Agreement, as summarized below:

The undersigned further certify the following details with respect to such financial covenant calculations:

(a) Total Funded Debt. As of the Closing Date and after giving pro forma effect to the funding of the Mezzanine Term Loan, Total Funded Debt of the Borrower and its consolidated Subsidiaries is Four Hundred Seven Million Dollars ($407,000,000), consisting of the following components:

(i) Senior Term Loan B outstanding under the Senior Credit Agreement: $275,000,000;

(ii) Borrowings drawn under the Senior Revolving Credit Facility (commitment amount of $50,000,000): $12,000,000; and

(iii) Mezzanine Term Loan funded on the Closing Date: $120,000,000.

(b) Total Leverage Ratio. The Total Leverage Ratio, calculated as the ratio of Total Funded Debt to LTM Adjusted EBITDA, is 3.75 to 1.00 ($407,000,000 divided by $108,600,000), which is less than the Maximum Total Leverage Ratio of 4.25 to 1.00 required under the Mezzanine Credit Agreement.

(c) Senior Leverage Ratio. The Senior Leverage Ratio, calculated as the ratio of Senior Funded Debt (consisting of the Senior Term Loan B and borrowings under the Senior Revolving Credit Facility) to LTM Adjusted EBITDA, is 2.64 to 1.00 ($287,000,000 divided by $108,600,000).

(d) Fixed Charge Coverage Ratio. The Minimum Fixed Charge Coverage Ratio, as calculated in accordance with the methodology set forth in the Mezzanine Credit Agreement, is in compliance with the required minimum of 1.10 to 1.00. The detailed calculation supporting this certification is set forth in the Initial Compliance Certificate delivered concurrently herewith.

(e) Minimum Liquidity. The Borrower is in compliance with the required minimum Liquidity covenant of $15,000,000. As of the Closing Date, the Borrower's Liquidity is comprised of (i) unrestricted cash on hand, plus (ii) availability under the Senior Revolving Credit Facility (total commitment of $50,000,000, less $12,000,000 currently drawn, less any outstanding letters of credit, yielding approximately $38,000,000 of availability). Total Liquidity exceeds the $15,000,000 minimum requirement.

Reference is hereby made to the Initial Compliance Certificate delivered concurrently herewith by Janet R. Prescott, Chief Financial Officer of the Borrower, dated September 29, 2023, which sets forth in detail the calculations supporting the foregoing financial covenant compliance certifications. The calculations contained in the Initial Compliance Certificate have been prepared in good faith and in accordance with the definitions and methodologies set forth in the Mezzanine Credit Agreement.

Section 6. Use of Proceeds

The undersigned hereby certify that the proceeds of the Mezzanine Term Loan shall be applied solely for the purposes specified in the Mezzanine Credit Agreement. Specifically, the proceeds of the Mezzanine Term Loan shall be used (a) to fund the Borrower's capital expenditure program, including fleet expansion and equipment acquisition, terminal facility buildout and improvement, and technology platform upgrades and implementation, (b) to pay fees, costs, and expenses incurred in connection with the mezzanine financing and the transactions contemplated by the Loan Documents, and (c) for general corporate purposes to the extent consistent with the terms of the Mezzanine Credit Agreement. No portion of the proceeds of the Mezzanine Term Loan will be used, directly or indirectly, in violation of any applicable law, rule, or regulation, including without limitation Regulation U of the Board of Governors of the Federal Reserve System.

The following fees, costs, and expenses are to be paid from the proceeds of the Mezzanine Term Loan on the Closing Date in accordance with the Closing Funds Flow Memorandum dated September 29, 2023:

After giving effect to the deduction of the foregoing transaction costs, net proceeds of the Mezzanine Term Loan available to the Borrower for the capital expenditure program and other permitted purposes shall be approximately One Hundred Fifteen Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($115,437,500).

All disbursements on the Closing Date shall be made in accordance with the wire transfer instructions and disbursement allocations set forth in the Closing Funds Flow Memorandum dated September 29, 2023, a copy of which has been delivered to and approved by the Mezzanine Lender. The Borrower has reviewed such Closing Funds Flow Memorandum and confirms that it accurately reflects the intended application of proceeds on the Closing Date.

Section 7. Satisfaction of Conditions Precedent

The undersigned hereby certify that all conditions precedent to the obligation of the Mezzanine Lender to fund the Mezzanine Term Loan on the Closing Date, as set forth in Article IV of the Mezzanine Credit Agreement, have been satisfied (or, to the extent applicable, waived in writing by the Mezzanine Lender) as of the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically confirm that each of the following conditions precedent has been satisfied:

(a) Execution and Delivery of Loan Documents. The Mezzanine Credit Agreement and all ancillary Loan Documents have been duly executed and delivered by all parties thereto, including each of the following:

(i) the Mezzanine Credit Agreement, dated as of September 14, 2023;

(ii) the Mezzanine Guaranty Agreement, dated as of September 14, 2023, executed by each Guarantor in favor of the Mezzanine Lender;

(iii) the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, executed by the Borrower and each Subsidiary Guarantor in favor of the Mezzanine Lender;

(iv) the Parent Equity Pledge Agreement, dated as of September 14, 2023, executed by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender;

(v) the Warrant Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender; and

(vi) the Registration Rights Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender.

(b) Senior Credit Agreement Amendment and Intercreditor Agreement. Amendment No. 3 to the Senior Credit Agreement, dated as of September 14, 2023, has been duly executed and delivered by all parties thereto and is in full force and effect. The Intercreditor Agreement, dated as of September 14, 2023, has been duly executed and delivered by all parties thereto and is in full force and effect.

(c) Senior Agent Consent. The Senior Agent Consent Letter dated September 5, 2023, from Whitmore National Bank, N.A., in its capacity as Administrative Agent under the Senior Credit Agreement, consenting to the transactions contemplated by the Mezzanine Credit Agreement and the other Loan Documents, has been received by the Mezzanine Lender and remains in full force and effect.

(d) Officer's Certificate. This Officer's Certificate has been duly executed and delivered by the undersigned on behalf of the Borrower.

(e) Secretary's Certificate — Borrower. The Secretary's Certificate of the Borrower, dated September 29, 2023, executed by Robert D. Nagamine, General Counsel and Secretary of the Borrower, has been duly executed and delivered. Attached to such Secretary's Certificate are true, correct, and complete copies of (i) the Borrower's Certificate of Incorporation (as amended), (ii) the Borrower's Bylaws (as amended), (iii) resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Documents and the transactions contemplated thereby, and (iv) an incumbency certificate certifying the names, titles, and specimen signatures of the officers of the Borrower authorized to execute the Loan Documents.

(f) Secretary's Certificate — Subsidiary Guarantors. The combined Secretary's Certificate of each of the Subsidiary Guarantors, dated September 29, 2023, has been duly executed and delivered. Such certificate includes the organizational documents, governing documents, authorizing resolutions, and incumbency certificates for each Subsidiary Guarantor.

(g) Solvency Certificate. The Solvency Certificate, dated September 29, 2023, executed by Janet R. Prescott, Chief Financial Officer of the Borrower, certifying to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving pro forma effect to the funding of the Mezzanine Term Loan and the application of proceeds thereof, has been duly executed and delivered to the Mezzanine Lender.

(h) Initial Compliance Certificate. The Initial Compliance Certificate, dated September 29, 2023, executed by Janet R. Prescott, Chief Financial Officer of the Borrower, setting forth the calculation of financial covenants under the Mezzanine Credit Agreement on a pro forma basis as of the Closing Date, has been duly executed and delivered to the Mezzanine Lender.

(i) Borrowing Request / Funding Notice. The irrevocable Borrowing Request dated September 26, 2023, requesting funding of the full $120,000,000 Mezzanine Term Loan commitment on September 29, 2023, was duly authorized by the Borrower and delivered to the Mezzanine Lender in accordance with the notice requirements of the Mezzanine Credit Agreement.

(j) Legal Opinions. The following legal opinions, each dated September 29, 2023 and addressed to Ridgeline Mezzanine Capital Fund III, LP, have been delivered:

(i) the Borrower's Counsel Opinion Letter of Calderwood & Harkness LLP, covering, among other things, due organization, authorization, enforceability, and no conflicts; and

(ii) the UCC/Lien Perfection Opinion of Calderwood & Harkness LLP, confirming the attachment and perfection of security interests in the Collateral granted under the Mezzanine Pledge and Security Agreement and the Parent Equity Pledge Agreement, subject to the lien priority provisions of the Intercreditor Agreement.

(k) UCC-1 Financing Statements. UCC-1 financing statements have been filed (or arrangements have been made for filing concurrently with the Closing Date) with (i) the Secretary of State of the State of Delaware, naming Stonefield Logistics Group Inc. and Stonefield Freight Brokerage, Inc. as debtors and Ridgeline Mezzanine Capital Fund III, LP as secured party, and (ii) the Secretary of State of the State of Texas, naming Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtors and Ridgeline Mezzanine Capital Fund III, LP as secured party.

(l) Good Standing Certificates. Good standing certificates (or the equivalent thereof) have been obtained and delivered for the Borrower and each Guarantor from the Secretary of State (or equivalent governmental authority) of their respective jurisdictions of organization, each dated within thirty (30) days of the Closing Date.

(m) Payment of Fees and Expenses. All fees, costs, and expenses due and payable on the Closing Date, as described in Section 6 above and as set forth in the Closing Funds Flow Memorandum, have been paid or will be paid concurrently with the funding of the Mezzanine Term Loan on the Closing Date.

(n) Evidence of Insurance. Evidence of insurance coverage maintained by the Borrower and its Subsidiaries, in form and substance satisfactory to the Mezzanine Lender, has been delivered. Such insurance coverage includes commercial general liability, property, auto liability, umbrella/excess liability, workers' compensation, and cargo insurance, in each case in amounts and with carriers satisfactory to the Mezzanine Lender, and with the Mezzanine Lender named as additional insured and loss payee (as applicable) in accordance with the requirements of the Mezzanine Credit Agreement.

(o) UCC Lien Searches. UCC lien search results from the offices of the Secretary of State of each of Delaware and Texas with respect to the Borrower and each Subsidiary Guarantor have been obtained and delivered to the Mezzanine Lender. Such lien searches confirm the absence of any Liens on the assets of the Borrower or any Subsidiary Guarantor, other than (i) existing Liens in favor of Whitmore National Bank, N.A., as Collateral Agent for the benefit of the senior lenders under the Senior Credit Agreement, and (ii) other Permitted Liens (as defined in the Mezzanine Credit Agreement).

Section 8. Borrowing Request Confirmation

The undersigned hereby confirm that the irrevocable Borrowing Request dated September 26, 2023 (the "Funding Notice"), requesting the funding of the full One Hundred Twenty Million Dollars ($120,000,000) Mezzanine Term Loan commitment on September 29, 2023, was duly authorized by the Borrower and delivered to the Mezzanine Lender in compliance with the notice provisions of the Mezzanine Credit Agreement. The Funding Notice was delivered not less than three (3) Business Days prior to the requested funding date, as required by the Mezzanine Credit Agreement.

All certifications, representations, and warranties contained in the Funding Notice were true and correct when made and remain true and correct in all material respects as of the Closing Date. No event has occurred since the date of the Funding Notice that would cause any certification, representation, or warranty contained therein to be untrue or incorrect in any material respect.

Wire transfer instructions for the disbursement of proceeds of the Mezzanine Term Loan on the Closing Date are set forth in the Closing Funds Flow Memorandum dated September 29, 2023, which has been reviewed and approved by both the Borrower and the Mezzanine Lender. The Borrower hereby authorizes and directs the Mezzanine Lender to disburse the proceeds of the Mezzanine Term Loan in accordance with such wire transfer instructions.

Section 9. Additional Certifications

The undersigned hereby further certify as follows:

(a) Delivery of Closing Documents. The Borrower has delivered or caused to be delivered all documents, instruments, certificates, agreements, and other items required to be delivered by the Borrower on or before the Closing Date pursuant to the Mezzanine Credit Agreement and the other Loan Documents. To the knowledge of the undersigned, each such document has been duly executed and delivered (where execution is required) and is in proper form.

(b) Warrant Agreement and Registration Rights Agreement. The Warrant Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender (the "Warrant Agreement"), providing for warrants representing 3.0% of the fully-diluted equity of the Borrower on a post-exercise basis at an exercise price of $0.01 per share, has been duly authorized by all necessary corporate action of the Borrower, including approval by the Board of Directors, and has been duly executed and delivered by the Borrower. The Registration Rights Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender (the "Registration Rights Agreement"), has been duly authorized by all necessary corporate action of the Borrower and has been duly executed and delivered by the Borrower. The shares of common stock of the Borrower issuable upon exercise of the warrants issued pursuant to the Warrant Agreement have been duly authorized and, when issued upon exercise of such warrants in accordance with their terms, will be validly issued, fully paid, and non-assessable.

(c) No Change of Control. No Change of Control (as defined in the Mezzanine Credit Agreement) has occurred, is continuing, or is pending or, to the knowledge of the undersigned, threatened. The ownership structure of the Borrower and its Subsidiaries remains as described in Section 2(e) above.

(d) Permits and Licenses. The Borrower holds USDOT Number 2847391 and holds all material permits, licenses, authorizations, certifications, and approvals issued by federal, state, and local governmental authorities that are necessary for the conduct of its transportation, logistics, intermodal, fleet management, and freight brokerage businesses as presently conducted. No such material permit, license, authorization, certification, or approval has been revoked, suspended, or materially adversely modified, and no proceeding is pending or, to the knowledge of the undersigned, threatened that could reasonably be expected to result in such revocation, suspension, or material adverse modification.

(e) Compliance with Laws. The Borrower and each of its Subsidiaries is in compliance in all material respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees, and awards, including without limitation all applicable environmental laws and regulations, transportation safety regulations (including those administered by the Federal Motor Carrier Safety Administration), labor and employment laws, and anti-corruption laws.

Section 10. Reliance

This Officer's Certificate is delivered to the Mezzanine Lender in satisfaction of the conditions precedent set forth in Section 4.01(e) of the Mezzanine Credit Agreement and for no other purpose. The Mezzanine Lender is entitled to rely fully on the certifications, representations, and warranties contained herein in connection with its decision to fund the Mezzanine Term Loan on the Closing Date, and such certifications, representations, and warranties shall survive the Closing Date and the funding of the Mezzanine Term Loan in accordance with the terms of the Mezzanine Credit Agreement.

The undersigned are aware that the Mezzanine Lender is funding One Hundred Twenty Million Dollars ($120,000,000) under the Mezzanine Credit Agreement in reliance upon the truth, accuracy, and completeness of each of the certifications, representations, and warranties made herein. The undersigned have made the certifications contained herein after due inquiry and investigation and based upon their respective knowledge of the business, operations, financial condition, and affairs of the Borrower and its Subsidiaries.

This Officer's Certificate may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Officer's Certificate by facsimile or portable document format (PDF) shall be effective as delivery of a manually executed original counterpart hereof.

[Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Marcus W. Ellison

Title: Chief Executive Officer

By: ________

Name: Janet R. Prescott

Title: Chief Financial Officer

Date: September 29, 2023

Address for Notices:

Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107

Attention: Robert D. Nagamine, General Counsel & Secretary

Telephone: (817) 555-4200

Email: rnagamine@stonefieldlogistics.com

With a copy to:

Calderwood & Harkness LLP 2200 Ross Avenue, Suite 3500 Dallas, Texas 75201

Attention: Transaction Management Group

Financial Metric	Amount / Ratio	Required Level	Status
Total Funded Debt	$407,000,000	N/A	N/A
LTM Adjusted EBITDA (as of June 30, 2023)	$108,600,000	N/A	N/A
Total Leverage Ratio	3.75x	≤ 4.25x (Maximum)	In Compliance
Senior Leverage Ratio	2.64x	See Senior Credit Agreement	In Compliance
Fixed Charge Coverage Ratio	See Compliance Certificate	≥ 1.10x (Minimum)	In Compliance
Minimum Liquidity	See below	≥ $15,000,000	In Compliance
Fee / Expense Item	Payee	Amount
Commitment Fee (2.00% of $120,000,000)	Ridgeline Mezzanine Capital Fund III, LP	$2,400,000
Financial Advisory Fee	Zynvaro Thornton Advisory Group, LLC	$900,000
Legal Fees — Borrower's Counsel (fee cap, plus disbursements)	Calderwood & Harkness LLP	$675,000
Expense Reimbursement — Lender's Counsel (cap, plus disbursements)	Archer Blackwell & Moss LLP	$450,000
Senior Agent Amendment Fee	Whitmore National Bank, N.A.	$137,500
Total Estimated Transaction Costs	$4,562,500

OFFICER'S CERTIFICATE
Stonefield Logistics Group Inc.
Delivered Pursuant to Section 4.01(e) of the Mezzanine Credit Agreement dated September 14, 2023
September 29, 2023
Delivered to:
Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065
Attention: Portfolio Administration
Reference is made to that certain Mezzanine Credit Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender"), and the guarantors party thereto from time to time.
Capitalized terms used but not otherwise defined in this Officer's Certificate shall have the meanings ascribed to such terms in the Mezzanine Credit Agreement.
Section 1. Identity and Authority of Certifying Officers
The undersigned, Marcus W. Ellison and Janet R. Prescott, hereby certify as follows:
1.  Marcus W. Ellison is the duly elected, qualified, and acting Chief Executive Officer of Stonefield Logistics Group Inc., a corporation duly organized and validly existing under the laws of the State of Delaware. Mr. Ellison has served in such capacity continuously since March 2019 and, as of the date hereof, continues to serve as the Chief Executive Officer of the Borrower.
2.  Janet R. Prescott is the duly elected, qualified, and acting Chief Financial Officer of Stonefield Logistics Group Inc. Ms. Prescott has served in such capacity continuously since January 2021 and, as of the date hereof, continues to serve as the Chief Financial Officer of the Borrower.
3.  Each of the undersigned is authorized to execute and deliver this Officer's Certificate on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower duly adopted on or prior to the date hereof, copies of which resolutions are attached to the Secretary's Certificate delivered concurrently herewith by Robert D. Nagamine, General Counsel and Secretary of the Borrower. Such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.
4.  This Officer's Certificate is being delivered in connection with the closing and initial funding of One Hundred Twenty Million Dollars ($120,000,000) under the Mezzanine Credit Agreement on the date hereof (the "Closing Date"). The Closing Date occurs concurrently with the delivery of this certificate.
5.  The principal office of the Borrower is located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107. The Borrower's registered agent in the State of Delaware is Pinnacle Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
6.  The undersigned have reviewed the Mezzanine Credit Agreement, the other Loan Documents, and such corporate records, documents, certificates, and other materials as the undersigned have deemed necessary or appropriate in connection with the delivery of this Officer's Certificate, and the undersigned are making the certifications set forth herein based upon such review and upon such other investigations and inquiries as the undersigned have deemed necessary.
Section 2. Representations and Warranties
The undersigned hereby certify that each of the representations and warranties made by the Borrower and each Guarantor — namely, Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company, Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, and Stonefield Freight Brokerage, Inc., a Delaware corporation (each, a "Guarantor" and, collectively, the "Guarantors") — in Article V of the Mezzanine Credit Agreement and in each of the other Loan Documents (including, without limitation, the Mezzanine Guaranty Agreement, dated as of September 14, 2023, the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, and the Parent Equity Pledge Agreement, dated as of September 14, 2023) is true and correct in all material respects as of the Closing Date (or, in the case of any representation or warranty that is qualified by materiality, Material Adverse Effect, or similar qualifiers, true and correct in all respects as of the Closing Date), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects (or, where qualified by materiality, Material Adverse Effect, or similar qualifiers, in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certify the accuracy of each of the following representations and warranties as of the Closing Date:
(a) Organization and Good Standing of the Borrower. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
(b) Organization and Good Standing of the Guarantors. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, as set forth below:
(i) Stonefield Intermodal Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas;
(ii) Stonefield Fleet Management, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas;
(iii) Stonefield Freight Brokerage, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and
(iv) Cascade Ridge SLG Holdings, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
Each Guarantor has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
(c) Authorization; No Conflict. The execution, delivery, and performance of the Mezzanine Credit Agreement and each other Loan Document by the Borrower and each Guarantor have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of the Borrower and each Guarantor, respectively. The execution, delivery, and performance of such Loan Documents do not and will not (i) violate any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational or governing document of the Borrower or any Guarantor, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on the Borrower or any Guarantor or their respective properties, or (iii) result in a breach of, or constitute a default under, any material agreement, indenture, or instrument to which the Borrower or any Guarantor is a party or by which any of their respective properties may be bound, except, in the case of clauses (ii) and (iii), for any such violations, breaches, or defaults that could not reasonably be expected to have a Material Adverse Effect.
(d) Governmental Approvals. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any governmental authority or court is required in connection with the execution, delivery, and performance of the Loan Documents by the Borrower or any Guarantor, other than (i) filings that have been duly made on or prior to the Closing Date, and (ii) filings that will be made concurrently with or promptly following the Closing Date, including the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming the Borrower and Stonefield Freight Brokerage, Inc. as debtors) and the Secretary of State of the State of Texas (naming Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtors), in each case naming Ridgeline Mezzanine Capital Fund III, LP as secured party.
(e) Ownership Structure. Cascade Ridge SLG Holdings, LLC holds 78.4% of the outstanding equity interests of the Borrower. Cascade Ridge SLG Holdings, LLC is a wholly-owned subsidiary of Cascade Ridge Capital Fund V, LP, a Delaware limited partnership. Cascade Ridge Capital Partners, LLC serves as the equity sponsor of the Borrower. The ownership structure of the Borrower and its Subsidiaries as set forth in the organizational chart delivered to the Mezzanine Lender as an exhibit to the Mezzanine Credit Agreement is true, correct, and complete in all material respects as of the Closing Date.
(f) No Litigation. No litigation, investigation, or proceeding of or before any arbitrator, governmental authority, or court is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (ii) that involves any of the Loan Documents or the transactions contemplated thereby.
Section 3. No Default
The undersigned hereby certify as follows with respect to the absence of any Default or Event of Default:
(a) No Default or Event of Default (as each such term is defined in the Mezzanine Credit Agreement) has occurred and is continuing under the Mezzanine Credit Agreement or any other Loan Document as of the Closing Date, and no Default or Event of Default would result from the borrowing and funding of the Mezzanine Term Loan on the Closing Date or from the application of the proceeds thereof in the manner described in Section 6 below.
(b) No "Event of Default" (as such term is defined in the Amended and Restated Credit Agreement, dated as of April 7, 2022, among the Borrower, as borrower, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, as amended by that certain Amendment No. 1 to Senior Credit Agreement, dated December 15, 2022, Amendment No. 2 to Senior Credit Agreement, dated June 2, 2023, and Amendment No. 3 to Senior Credit Agreement, dated September 14, 2023 (as so amended, the "Senior Credit Agreement")) has occurred and is continuing as of the Closing Date. The Borrower is in compliance in all material respects with the terms and covenants of the Senior Credit Agreement and the related Senior Loan Documents.
(c) The consent letter dated September 5, 2023, from Whitmore National Bank, N.A., in its capacity as Administrative Agent under the Senior Credit Agreement (the "Senior Agent Consent"), consenting to the incurrence of the Mezzanine Term Loan and the entry into the Mezzanine Credit Agreement and the other Loan Documents by the Borrower and the Guarantors, has been duly executed and delivered by all required parties and remains in full force and effect as of the Closing Date. A true, correct, and complete copy of the Senior Agent Consent has been delivered to the Mezzanine Lender.
(d) Amendment No. 3 to the Senior Credit Agreement, dated as of September 14, 2023, has been duly executed and delivered by all parties thereto and remains in full force and effect as of the Closing Date. Amendment No. 3 authorizes, among other things, the incurrence of the Mezzanine Term Loan and the granting of junior security interests and liens in favor of the Mezzanine Lender pursuant to the Mezzanine Pledge and Security Agreement, subject to the terms of the Intercreditor Agreement.
(e) The Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Agreement (the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and acknowledged and agreed to by the Borrower and each Guarantor (the "Intercreditor Agreement"), has been duly executed and delivered by all parties thereto and is in full force and effect as of the Closing Date. A true, correct, and complete copy of the Intercreditor Agreement has been delivered to the Mezzanine Lender.
Section 4. No Material Adverse Change
The undersigned hereby certify that since December 31, 2022 — the date of the most recent audited financial statements of the Borrower and its consolidated Subsidiaries, which financial statements were audited by Braddock & Saylor LLP, independent certified public accountants — no event, circumstance, development, condition, or change has occurred or arisen that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on:
(a) the business, assets, operations, properties, financial condition, or prospects of the Borrower and its Subsidiaries, taken as a whole;
(b) the ability of the Borrower or any Guarantor to perform any of its payment or other material obligations under the Mezzanine Credit Agreement, the Mezzanine Guaranty Agreement, or any other Loan Document; or
(c) the rights and remedies of the Mezzanine Lender under the Mezzanine Credit Agreement or any other Loan Document, including the validity, enforceability, or priority of the Liens granted thereunder.
The Borrower's consolidated financial performance has continued to improve during the period since December 31, 2022. For the trailing twelve-month period ended June 30, 2023, the Borrower's Adjusted EBITDA (as defined in the Mezzanine Credit Agreement and calculated in accordance with the methodology set forth therein) was $108,600,000, as set forth in the Initial Compliance Certificate delivered concurrently herewith by Janet R. Prescott, Chief Financial Officer. This figure reflects continued growth and operational improvement relative to the Borrower's fiscal year 2022 Adjusted EBITDA of $98,400,000, representing an increase of approximately 10.4% year-over-year.
The undersigned are not aware of any pending or threatened event, circumstance, or condition that could reasonably be expected to result in a Material Adverse Effect. The Borrower's business operations, customer relationships, fleet utilization metrics, and key performance indicators continue to perform in line with, or in excess of, the projections previously delivered to the Mezzanine Lender.
Section 5. Financial Covenant Compliance
The undersigned hereby certify that, as of the Closing Date and after giving pro forma effect to the funding of the $120,000,000 Mezzanine Term Loan and the application of the proceeds thereof as described herein, the Borrower is in compliance with each of the financial covenants set forth in the Mezzanine Credit Agreement, as summarized below:
The undersigned further certify the following details with respect to such financial covenant calculations:
(a) Total Funded Debt. As of the Closing Date and after giving pro forma effect to the funding of the Mezzanine Term Loan, Total Funded Debt of the Borrower and its consolidated Subsidiaries is Four Hundred Seven Million Dollars ($407,000,000), consisting of the following components:
(i) Senior Term Loan B outstanding under the Senior Credit Agreement: $275,000,000;
(ii) Borrowings drawn under the Senior Revolving Credit Facility (commitment amount of $50,000,000): $12,000,000; and
(iii) Mezzanine Term Loan funded on the Closing Date: $120,000,000.
(b) Total Leverage Ratio. The Total Leverage Ratio, calculated as the ratio of Total Funded Debt to LTM Adjusted EBITDA, is 3.75 to 1.00 ($407,000,000 divided by $108,600,000), which is less than the Maximum Total Leverage Ratio of 4.25 to 1.00 required under the Mezzanine Credit Agreement.
(c) Senior Leverage Ratio. The Senior Leverage Ratio, calculated as the ratio of Senior Funded Debt (consisting of the Senior Term Loan B and borrowings under the Senior Revolving Credit Facility) to LTM Adjusted EBITDA, is 2.64 to 1.00 ($287,000,000 divided by $108,600,000).
(d) Fixed Charge Coverage Ratio. The Minimum Fixed Charge Coverage Ratio, as calculated in accordance with the methodology set forth in the Mezzanine Credit Agreement, is in compliance with the required minimum of 1.10 to 1.00. The detailed calculation supporting this certification is set forth in the Initial Compliance Certificate delivered concurrently herewith.
(e) Minimum Liquidity. The Borrower is in compliance with the required minimum Liquidity covenant of $15,000,000. As of the Closing Date, the Borrower's Liquidity is comprised of (i) unrestricted cash on hand, plus (ii) availability under the Senior Revolving Credit Facility (total commitment of $50,000,000, less $12,000,000 currently drawn, less any outstanding letters of credit, yielding approximately $38,000,000 of availability). Total Liquidity exceeds the $15,000,000 minimum requirement.
Reference is hereby made to the Initial Compliance Certificate delivered concurrently herewith by Janet R. Prescott, Chief Financial Officer of the Borrower, dated September 29, 2023, which sets forth in detail the calculations supporting the foregoing financial covenant compliance certifications. The calculations contained in the Initial Compliance Certificate have been prepared in good faith and in accordance with the definitions and methodologies set forth in the Mezzanine Credit Agreement.
Section 6. Use of Proceeds
The undersigned hereby certify that the proceeds of the Mezzanine Term Loan shall be applied solely for the purposes specified in the Mezzanine Credit Agreement. Specifically, the proceeds of the Mezzanine Term Loan shall be used (a) to fund the Borrower's capital expenditure program, including fleet expansion and equipment acquisition, terminal facility buildout and improvement, and technology platform upgrades and implementation, (b) to pay fees, costs, and expenses incurred in connection with the mezzanine financing and the transactions contemplated by the Loan Documents, and (c) for general corporate purposes to the extent consistent with the terms of the Mezzanine Credit Agreement. No portion of the proceeds of the Mezzanine Term Loan will be used, directly or indirectly, in violation of any applicable law, rule, or regulation, including without limitation Regulation U of the Board of Governors of the Federal Reserve System.
The following fees, costs, and expenses are to be paid from the proceeds of the Mezzanine Term Loan on the Closing Date in accordance with the Closing Funds Flow Memorandum dated September 29, 2023:
After giving effect to the deduction of the foregoing transaction costs, net proceeds of the Mezzanine Term Loan available to the Borrower for the capital expenditure program and other permitted purposes shall be approximately One Hundred Fifteen Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($115,437,500).
All disbursements on the Closing Date shall be made in accordance with the wire transfer instructions and disbursement allocations set forth in the Closing Funds Flow Memorandum dated September 29, 2023, a copy of which has been delivered to and approved by the Mezzanine Lender. The Borrower has reviewed such Closing Funds Flow Memorandum and confirms that it accurately reflects the intended application of proceeds on the Closing Date.
Section 7. Satisfaction of Conditions Precedent
The undersigned hereby certify that all conditions precedent to the obligation of the Mezzanine Lender to fund the Mezzanine Term Loan on the Closing Date, as set forth in Article IV of the Mezzanine Credit Agreement, have been satisfied (or, to the extent applicable, waived in writing by the Mezzanine Lender) as of the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically confirm that each of the following conditions precedent has been satisfied:
(a) Execution and Delivery of Loan Documents. The Mezzanine Credit Agreement and all ancillary Loan Documents have been duly executed and delivered by all parties thereto, including each of the following:
(i) the Mezzanine Credit Agreement, dated as of September 14, 2023;
(ii) the Mezzanine Guaranty Agreement, dated as of September 14, 2023, executed by each Guarantor in favor of the Mezzanine Lender;
(iii) the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, executed by the Borrower and each Subsidiary Guarantor in favor of the Mezzanine Lender;
(iv) the Parent Equity Pledge Agreement, dated as of September 14, 2023, executed by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender;
(v) the Warrant Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender; and
(vi) the Registration Rights Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender.
(b) Senior Credit Agreement Amendment and Intercreditor Agreement. Amendment No. 3 to the Senior Credit Agreement, dated as of September 14, 2023, has been duly executed and delivered by all parties thereto and is in full force and effect. The Intercreditor Agreement, dated as of September 14, 2023, has been duly executed and delivered by all parties thereto and is in full force and effect.
(c) Senior Agent Consent. The Senior Agent Consent Letter dated September 5, 2023, from Whitmore National Bank, N.A., in its capacity as Administrative Agent under the Senior Credit Agreement, consenting to the transactions contemplated by the Mezzanine Credit Agreement and the other Loan Documents, has been received by the Mezzanine Lender and remains in full force and effect.
(d) Officer's Certificate. This Officer's Certificate has been duly executed and delivered by the undersigned on behalf of the Borrower.
(e) Secretary's Certificate — Borrower. The Secretary's Certificate of the Borrower, dated September 29, 2023, executed by Robert D. Nagamine, General Counsel and Secretary of the Borrower, has been duly executed and delivered. Attached to such Secretary's Certificate are true, correct, and complete copies of (i) the Borrower's Certificate of Incorporation (as amended), (ii) the Borrower's Bylaws (as amended), (iii) resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Documents and the transactions contemplated thereby, and (iv) an incumbency certificate certifying the names, titles, and specimen signatures of the officers of the Borrower authorized to execute the Loan Documents.
(f) Secretary's Certificate — Subsidiary Guarantors. The combined Secretary's Certificate of each of the Subsidiary Guarantors, dated September 29, 2023, has been duly executed and delivered. Such certificate includes the organizational documents, governing documents, authorizing resolutions, and incumbency certificates for each Subsidiary Guarantor.
(g) Solvency Certificate. The Solvency Certificate, dated September 29, 2023, executed by Janet R. Prescott, Chief Financial Officer of the Borrower, certifying to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving pro forma effect to the funding of the Mezzanine Term Loan and the application of proceeds thereof, has been duly executed and delivered to the Mezzanine Lender.
(h) Initial Compliance Certificate. The Initial Compliance Certificate, dated September 29, 2023, executed by Janet R. Prescott, Chief Financial Officer of the Borrower, setting forth the calculation of financial covenants under the Mezzanine Credit Agreement on a pro forma basis as of the Closing Date, has been duly executed and delivered to the Mezzanine Lender.
(i) Borrowing Request / Funding Notice. The irrevocable Borrowing Request dated September 26, 2023, requesting funding of the full $120,000,000 Mezzanine Term Loan commitment on September 29, 2023, was duly authorized by the Borrower and delivered to the Mezzanine Lender in accordance with the notice requirements of the Mezzanine Credit Agreement.
(j) Legal Opinions. The following legal opinions, each dated September 29, 2023 and addressed to Ridgeline Mezzanine Capital Fund III, LP, have been delivered:
(i) the Borrower's Counsel Opinion Letter of Calderwood & Harkness LLP, covering, among other things, due organization, authorization, enforceability, and no conflicts; and
(ii) the UCC/Lien Perfection Opinion of Calderwood & Harkness LLP, confirming the attachment and perfection of security interests in the Collateral granted under the Mezzanine Pledge and Security Agreement and the Parent Equity Pledge Agreement, subject to the lien priority provisions of the Intercreditor Agreement.
(k) UCC-1 Financing Statements. UCC-1 financing statements have been filed (or arrangements have been made for filing concurrently with the Closing Date) with (i) the Secretary of State of the State of Delaware, naming Stonefield Logistics Group Inc. and Stonefield Freight Brokerage, Inc. as debtors and Ridgeline Mezzanine Capital Fund III, LP as secured party, and (ii) the Secretary of State of the State of Texas, naming Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtors and Ridgeline Mezzanine Capital Fund III, LP as secured party.
(l) Good Standing Certificates. Good standing certificates (or the equivalent thereof) have been obtained and delivered for the Borrower and each Guarantor from the Secretary of State (or equivalent governmental authority) of their respective jurisdictions of organization, each dated within thirty (30) days of the Closing Date.
(m) Payment of Fees and Expenses. All fees, costs, and expenses due and payable on the Closing Date, as described in Section 6 above and as set forth in the Closing Funds Flow Memorandum, have been paid or will be paid concurrently with the funding of the Mezzanine Term Loan on the Closing Date.
(n) Evidence of Insurance. Evidence of insurance coverage maintained by the Borrower and its Subsidiaries, in form and substance satisfactory to the Mezzanine Lender, has been delivered. Such insurance coverage includes commercial general liability, property, auto liability, umbrella/excess liability, workers' compensation, and cargo insurance, in each case in amounts and with carriers satisfactory to the Mezzanine Lender, and with the Mezzanine Lender named as additional insured and loss payee (as applicable) in accordance with the requirements of the Mezzanine Credit Agreement.
(o) UCC Lien Searches. UCC lien search results from the offices of the Secretary of State of each of Delaware and Texas with respect to the Borrower and each Subsidiary Guarantor have been obtained and delivered to the Mezzanine Lender. Such lien searches confirm the absence of any Liens on the assets of the Borrower or any Subsidiary Guarantor, other than (i) existing Liens in favor of Whitmore National Bank, N.A., as Collateral Agent for the benefit of the senior lenders under the Senior Credit Agreement, and (ii) other Permitted Liens (as defined in the Mezzanine Credit Agreement).
Section 8. Borrowing Request Confirmation
The undersigned hereby confirm that the irrevocable Borrowing Request dated September 26, 2023 (the "Funding Notice"), requesting the funding of the full One Hundred Twenty Million Dollars ($120,000,000) Mezzanine Term Loan commitment on September 29, 2023, was duly authorized by the Borrower and delivered to the Mezzanine Lender in compliance with the notice provisions of the Mezzanine Credit Agreement. The Funding Notice was delivered not less than three (3) Business Days prior to the requested funding date, as required by the Mezzanine Credit Agreement.
All certifications, representations, and warranties contained in the Funding Notice were true and correct when made and remain true and correct in all material respects as of the Closing Date. No event has occurred since the date of the Funding Notice that would cause any certification, representation, or warranty contained therein to be untrue or incorrect in any material respect.
Wire transfer instructions for the disbursement of proceeds of the Mezzanine Term Loan on the Closing Date are set forth in the Closing Funds Flow Memorandum dated September 29, 2023, which has been reviewed and approved by both the Borrower and the Mezzanine Lender. The Borrower hereby authorizes and directs the Mezzanine Lender to disburse the proceeds of the Mezzanine Term Loan in accordance with such wire transfer instructions.
Section 9. Additional Certifications
The undersigned hereby further certify as follows:
(a) Delivery of Closing Documents. The Borrower has delivered or caused to be delivered all documents, instruments, certificates, agreements, and other items required to be delivered by the Borrower on or before the Closing Date pursuant to the Mezzanine Credit Agreement and the other Loan Documents. To the knowledge of the undersigned, each such document has been duly executed and delivered (where execution is required) and is in proper form.
(b) Warrant Agreement and Registration Rights Agreement. The Warrant Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender (the "Warrant Agreement"), providing for warrants representing 3.0% of the fully-diluted equity of the Borrower on a post-exercise basis at an exercise price of $0.01 per share, has been duly authorized by all necessary corporate action of the Borrower, including approval by the Board of Directors, and has been duly executed and delivered by the Borrower. The Registration Rights Agreement, dated as of September 29, 2023, by and between the Borrower and the Mezzanine Lender (the "Registration Rights Agreement"), has been duly authorized by all necessary corporate action of the Borrower and has been duly executed and delivered by the Borrower. The shares of common stock of the Borrower issuable upon exercise of the warrants issued pursuant to the Warrant Agreement have been duly authorized and, when issued upon exercise of such warrants in accordance with their terms, will be validly issued, fully paid, and non-assessable.
(c) No Change of Control. No Change of Control (as defined in the Mezzanine Credit Agreement) has occurred, is continuing, or is pending or, to the knowledge of the undersigned, threatened. The ownership structure of the Borrower and its Subsidiaries remains as described in Section 2(e) above.
(d) Permits and Licenses. The Borrower holds USDOT Number 2847391 and holds all material permits, licenses, authorizations, certifications, and approvals issued by federal, state, and local governmental authorities that are necessary for the conduct of its transportation, logistics, intermodal, fleet management, and freight brokerage businesses as presently conducted. No such material permit, license, authorization, certification, or approval has been revoked, suspended, or materially adversely modified, and no proceeding is pending or, to the knowledge of the undersigned, threatened that could reasonably be expected to result in such revocation, suspension, or material adverse modification.
(e) Compliance with Laws. The Borrower and each of its Subsidiaries is in compliance in all material respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees, and awards, including without limitation all applicable environmental laws and regulations, transportation safety regulations (including those administered by the Federal Motor Carrier Safety Administration), labor and employment laws, and anti-corruption laws.
Section 10. Reliance
This Officer's Certificate is delivered to the Mezzanine Lender in satisfaction of the conditions precedent set forth in Section 4.01(e) of the Mezzanine Credit Agreement and for no other purpose. The Mezzanine Lender is entitled to rely fully on the certifications, representations, and warranties contained herein in connection with its decision to fund the Mezzanine Term Loan on the Closing Date, and such certifications, representations, and warranties shall survive the Closing Date and the funding of the Mezzanine Term Loan in accordance with the terms of the Mezzanine Credit Agreement.
The undersigned are aware that the Mezzanine Lender is funding One Hundred Twenty Million Dollars ($120,000,000) under the Mezzanine Credit Agreement in reliance upon the truth, accuracy, and completeness of each of the certifications, representations, and warranties made herein. The undersigned have made the certifications contained herein after due inquiry and investigation and based upon their respective knowledge of the business, operations, financial condition, and affairs of the Borrower and its Subsidiaries.
This Officer's Certificate may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Officer's Certificate by facsimile or portable document format (PDF) shall be effective as delivery of a manually executed original counterpart hereof.
[Signature Page Follows]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Marcus W. Ellison
Title: Chief Executive Officer
By: ________
Name: Janet R. Prescott
Title: Chief Financial Officer
Date: September 29, 2023
Address for Notices:
Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107
Attention: Robert D. Nagamine, General Counsel & Secretary
Telephone: (817) 555-4200
Email: rnagamine@stonefieldlogistics.com
With a copy to:
Calderwood & Harkness LLP 2200 Ross Avenue, Suite 3500 Dallas, Texas 75201
Attention: Transaction Management Group
Financial Metric | Amount / Ratio | Required Level | Status
Total Funded Debt | $407,000,000 | N/A | N/A
LTM Adjusted EBITDA (as of June 30, 2023) | $108,600,000 | N/A | N/A
Total Leverage Ratio | 3.75x | ≤ 4.25x (Maximum) | In Compliance
Senior Leverage Ratio | 2.64x | See Senior Credit Agreement | In Compliance
Fixed Charge Coverage Ratio | See Compliance Certificate | ≥ 1.10x (Minimum) | In Compliance
Minimum Liquidity | See below | ≥ $15,000,000 | In Compliance
Fee / Expense Item | Payee | Amount
Commitment Fee (2.00% of $120,000,000) | Ridgeline Mezzanine Capital Fund III, LP | $2,400,000
Financial Advisory Fee | Zynvaro Thornton Advisory Group, LLC | $900,000
Legal Fees — Borrower's Counsel (fee cap, plus disbursements) | Calderwood & Harkness LLP | $675,000
Expense Reimbursement — Lender's Counsel (cap, plus disbursements) | Archer Blackwell & Moss LLP | $450,000
Senior Agent Amendment Fee | Whitmore National Bank, N.A. | $137,500
Total Estimated Transaction Costs | $4,562,500

OFFICER'S CERTIFICATE

STONEFIELD LOGISTICS GROUP INC.

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