1012-00001 · Client 1012 · Correspondence

engagement-letter.docx DOCUMENT Finance & Banking

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 540-7000 Facsimile: (212) 540-7001 www.calderwoodharkness.com

June 28, 2023

Robert D. Nagamine, Esq. General Counsel & Secretary Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107

Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Proposed $120,000,000 Mezzanine Financing from Ridgeline Mezzanine Capital Fund III, LP Matter No. 1012-00001 Billing Code: 231892.SLG

Dear Robert:

We very much appreciate Stonefield Logistics Group Inc. ("Stonefield," "SLG," or the "Company"), a corporation organized under the laws of the State of Delaware, selecting Calderwood & Harkness LLP (the "Firm," "we," or "us") to serve as its counsel. We are pleased to confirm that the Firm accepts the engagement to act as counsel to Stonefield in connection with the proposed $120,000,000 mezzanine term loan financing (the "Mezzanine Financing") to be provided by Ridgeline Mezzanine Capital Fund III, LP ("Ridgeline"), a limited partnership organized under the laws of the State of Delaware, as mezzanine lender. This letter follows the productive discussions between Stephanie Okafor of this Firm and you regarding the contemplated transaction, its structure, and the expected timeline for negotiation and closing.

The purpose of this letter (the "Engagement Letter") is to set forth and confirm the terms and conditions upon which the Firm will undertake this engagement. We ask that you review it carefully and, if it accurately reflects our mutual understanding, countersign the enclosed duplicate original and return it to us at your earliest convenience. Upon your countersignature, this Engagement Letter shall constitute a binding agreement between the Firm and the Company with respect to the matters described herein.

1. Description of the Client

The Firm's client in this engagement is Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107. The Company's Employer Identification Number (EIN) is 84-3217650. The Company's registered agent for service of process in the State of Delaware is Pinnacle Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

We understand that Stonefield is a portfolio company of Cascade Ridge Capital Partners, LLC ("Cascade Ridge"), a limited liability company organized under the laws of the State of Delaware. Cascade Ridge holds approximately 78.4% of Stonefield's outstanding equity interests through its wholly owned subsidiary, Cascade Ridge SLG Holdings, LLC ("SLG Holdings"), a limited liability company organized under the laws of the State of Delaware. The remaining equity is held by members of the Company's management team and certain minority co-investors.

It is important to note, and we wish to state clearly for the avoidance of doubt, that the Firm's representation in this engagement is of Stonefield Logistics Group Inc. solely in its capacity as the borrower under the proposed Mezzanine Financing. The Firm does not represent, and this engagement does not extend to, Cascade Ridge Capital Partners, LLC, Cascade Ridge Capital Fund V, LP, Cascade Ridge SLG Holdings, LLC, or any of their respective affiliates, subsidiaries, partners, members, managers, officers, or directors, except as expressly set forth below in Section 2 with respect to the subsidiary guarantors of the Company. The interests of the equity sponsor and the interests of the Company as borrower may not be identical in all respects, and we encourage Cascade Ridge and its affiliates to retain their own counsel to the extent they require independent legal advice in connection with the Mezzanine Financing or any related matters.

2. Scope of Representation

The Firm will represent Stonefield as borrower in connection with the negotiation, documentation, and closing of the proposed Mezzanine Financing. Specifically, our representation will encompass the following:

(a) Mezzanine Credit Agreement and Ancillary Loan Documents. Reviewing, negotiating, and drafting the Mezzanine Credit Agreement to be entered into between Stonefield, as borrower, and Ridgeline, as mezzanine lender, together with all ancillary loan documents related thereto, including without limitation guaranty agreements to be executed by the subsidiary guarantors, pledge and security agreements granting second-priority security interests in the assets of the borrower and the guarantors, and the parent equity pledge agreement pursuant to which SLG Holdings will pledge its equity interests in Stonefield to Ridgeline as collateral for the Mezzanine Financing.

(b) Intercreditor Agreement. Reviewing, negotiating, and drafting the intercreditor agreement (the "Intercreditor Agreement") to be entered into among Whitmore National Bank, N.A. ("Whitmore"), in its capacity as administrative agent and collateral agent under Stonefield's existing $275,000,000 senior secured credit facility (the "Senior Credit Facility"), and Ridgeline, as mezzanine lender, which Intercreditor Agreement will govern the relative rights, priorities, and remedies of the senior lenders and the mezzanine lender with respect to the collateral and related matters.

(c) Senior Credit Facility Amendment. Negotiating and drafting any required amendment (the "Senior Amendment") to the existing Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated as of November 15, 2019), among Stonefield, as borrower, Whitmore, as Administrative Agent and Collateral Agent, and the senior lenders party thereto from time to time (including, as of the date hereof, Greystone Commercial Lending Corp., Heritage Pacific Bank, and Clearfield Capital Finance, LLC), to the extent necessary to (i) permit the incurrence of the mezzanine indebtedness contemplated by the Mezzanine Credit Agreement, (ii) authorize the grant of second-priority liens on the collateral in favor of Ridgeline, and (iii) make such other conforming changes as may be required to accommodate the Mezzanine Financing and the transactions contemplated thereby.

(d) Senior Agent Consents. Obtaining any required consents, waivers, or approvals from Whitmore, in its capacity as Senior Administrative Agent and Senior Collateral Agent, and from the requisite senior lenders, in connection with the incurrence of the mezzanine indebtedness and the related transactions, including the granting of second-priority security interests and the execution and delivery of the Intercreditor Agreement.

(e) Warrant Documentation and Registration Rights. Reviewing and negotiating the warrant agreement and any related warrant certificate, exercise agreement, and registration rights agreement in connection with the mezzanine lender's equity participation (the "Equity Kicker"), including the terms of any put/call rights, anti-dilution protections, and tag-along or drag-along provisions applicable to the warrants.

(f) UCC Matters and Lien Searches. Preparing or reviewing Uniform Commercial Code financing statements (UCC-1 and, if applicable, UCC-3 amendment filings) to be filed in the States of Delaware and Texas (and any other applicable jurisdictions) to perfect the second-priority security interests in favor of Ridgeline, and conducting lien searches in the offices of the Delaware Secretary of State and the Texas Secretary of State, as well as federal and state tax lien and judgment lien searches, to confirm the state of title to the collateral and identify any existing encumbrances.

(g) Closing Deliverables. Preparing or reviewing all closing deliverables in connection with the Mezzanine Financing, including without limitation officer's certificates, secretary's certificates (attaching resolutions, organizational documents, and incumbency certificates), solvency certificates, compliance certificates, borrowing requests, funds flow memoranda, and any other certificates, notices, or documents required to be delivered by the borrower or the guarantors at or prior to closing.

(h) Legal Opinions. Rendering, on behalf of the borrower and the subsidiary guarantors, legal opinions to Ridgeline as required under the Mezzanine Credit Agreement, including (i) an enforceability opinion covering the due authorization, execution, delivery, and enforceability of the Mezzanine Credit Agreement and the ancillary loan documents, and (ii) a UCC/lien perfection opinion confirming the creation, attachment, and perfection of the second-priority security interests granted pursuant to the pledge and security agreements.

(i) Coordination with Other Advisors. Coordinating with Caldwell Baines & Associates, PC, the sponsor's tax counsel (lead partner: Patricia V. Baines), regarding tax-related structuring matters, original issue discount analysis, and warrant tax treatment, and with Zynvaro Thornton Advisory Group, LLC, the financial advisor to the borrower (lead managing director: Andrew S. Thornton), as needed in connection with solvency analyses, financial projections, and other financial aspects of the Mezzanine Financing.

(j) General Mezzanine Financing Advice. Advising Stonefield on all other legal matters reasonably related to the structuring, negotiation, documentation, and consummation of the Mezzanine Financing, including responding to due diligence requests from Ridgeline's counsel and addressing issues that may arise during the course of the transaction.

Subsidiary Guarantor Representation. In addition to its representation of Stonefield as borrower, the Firm will also represent the following subsidiary guarantors (collectively, the "Subsidiary Guarantors") solely in connection with the execution and delivery of their respective mezzanine guaranty agreements and security documents:

(i) Stonefield Intermodal Services, Inc., a corporation organized under the laws of the State of Texas;

(ii) Stonefield Fleet Management, LLC, a limited liability company organized under the laws of the State of Texas; and

(iii) Stonefield Freight Brokerage, Inc., a corporation organized under the laws of the State of Delaware.

The Firm's representation of the Subsidiary Guarantors is limited solely to the negotiation, execution, and delivery of the guaranty and security documents to be executed by each such entity in connection with the Mezzanine Financing, and does not extend to any other matter, transaction, or dispute involving such entities.

Express Limitations on Scope. The scope of this engagement does not include, and the Firm shall not be responsible for providing, any of the following categories of legal advice or services unless separately agreed in writing between the Firm and the Company:

(i) Regulatory advice, including advice regarding compliance with the regulations of the Department of Transportation, the Federal Motor Carrier Safety Administration, or any other federal, state, or local regulatory agency;

(ii) Environmental law advice, including advice regarding compliance with environmental laws and regulations, environmental due diligence, or environmental remediation obligations;

(iii) Employee benefits and ERISA advice, including advice regarding the Company's employee benefit plans, pension obligations, or ERISA compliance;

(iv) Real property advice, including advice regarding leases, title matters, zoning, or real estate transactions;

(v) intellectual property advice, including advice regarding patents, trademarks, copyrights, or trade secrets; and

(vi) Tax advice, which is being provided to the Company and the equity sponsor by Caldwell Baines & Associates, PC and, to the limited extent described in Section 3 below, by Sylvia Hartwell of the Firm's tax group.

Additionally, the scope of this engagement does not include the representation of Cascade Ridge Capital Partners, LLC, Cascade Ridge Capital Fund V, LP, Cascade Ridge SLG Holdings, LLC, or any of their respective affiliates in their capacity as equity sponsor of the Company or in any other capacity, except as otherwise expressly provided herein.

3. Engagement Team

The Firm has assembled a dedicated team of attorneys with substantial experience in leveraged finance transactions and mezzanine lending structures to staff this engagement. The core engagement team will consist of the following professionals:

Stephanie Okafor — Responsible Partner, Banking & Finance. Stephanie will have overall responsibility for the engagement and will serve as the primary relationship partner for the Company. She will oversee the strategic direction of the legal work, participate in key negotiation sessions, and ensure the quality and timeliness of all work product. Stephanie has over twenty years of experience representing borrowers, sponsors, and lenders in complex leveraged finance transactions.

Philip Hartmann — Billing Partner, Banking & Finance. Philip will have responsibility for all billing matters related to the engagement, including the review and approval of invoices and the monitoring of fees against the fee cap described in Section 5 below. In addition to his billing responsibilities, Philip will provide substantive legal support on significant drafting and negotiation issues, particularly with respect to the Intercreditor Agreement and the Senior Amendment.

Daniel Obi — Lead Associate, Banking & Finance. Daniel will serve as the primary day-to-day contact for the engagement and will have primary drafting responsibility for the Mezzanine Credit Agreement, the ancillary loan documents, and the Intercreditor Agreement. Daniel has extensive experience in leveraged and acquisition finance transactions and will manage the document production process, coordinate comments and mark-ups with Ridgeline's counsel, and oversee the preparation of closing deliverables.

Lisa Morrow — Working Associate, Banking & Finance. Lisa will assist the engagement team with due diligence review and analysis, document preparation and proofreading, UCC filing and lien search matters, preparation of closing checklists and signature pages, and coordination of closing logistics, including the assembly and distribution of closing binders.

Sylvia Hartwell — Specialist Partner, Tax. Sylvia will provide limited tax advisory support to the engagement team in connection with the Mezzanine Financing, specifically regarding (i) the analysis of original issue discount ("OID") implications of the mezzanine term loan structure, (ii) the deductibility of pay-in-kind ("PIK") interest under the Mezzanine Credit Agreement, and (iii) the tax treatment of the warrants to be issued to Ridgeline as part of the equity participation component of the Mezzanine Financing. Sylvia's work will be coordinated with Patricia V. Baines of Caldwell Baines & Associates, PC to ensure consistency in the tax analysis and to avoid duplication of effort.

Additional attorneys, paralegals, and support staff may be assigned to the engagement from time to time as the volume and complexity of the work require. We will consult with you regarding any material changes to the staffing of the engagement and will remain attentive to staffing efficiency and the avoidance of unnecessary duplication of effort.

4. Identification of Other Parties and Their Counsel

Based on our discussions to date, we understand the following to be the principal parties to the Mezzanine Financing and their respective legal and financial advisors:

We will coordinate with each of the foregoing parties and their advisors as appropriate in the ordinary course of the engagement. If you become aware of any additional parties or advisors involved in the transaction, please notify us promptly so that we may update our records and, if necessary, conduct supplemental conflicts checks.

5. Fee Arrangements

5.1 Fee Cap

The Firm's aggregate legal fees for all services described in Section 2 of this Engagement Letter shall not exceed $675,000 (Six Hundred Seventy-Five Thousand Dollars) (the "Fee Cap"), exclusive of disbursements and out-of-pocket expenses as described in Section 5.3 below. The Fee Cap covers all legal services rendered by the engagement team and any additional attorneys or staff assigned to the engagement through and including the closing and funding of the Mezzanine Financing (including the delivery of the legal opinions described in Section 2(h) above).

If the scope of the engagement is materially expanded beyond what is described in Section 2, or if extraordinary circumstances arise that are beyond the reasonable contemplation of the parties as of the date hereof (including, without limitation, protracted disputes with the senior lender group, the need for material restructuring of the transaction, or the commencement of litigation or regulatory proceedings related to the Mezzanine Financing), the Firm reserves the right to seek an adjustment to the Fee Cap. Any such adjustment will be discussed and agreed upon in advance with the Company and will be confirmed in writing before any fees in excess of the Fee Cap are incurred.

5.2 Billing Rates and Methodology

Time incurred by attorneys and staff in connection with the engagement will be recorded contemporaneously in six-minute increments and billed at the Firm's standard hourly rates, subject to the overall Fee Cap set forth in Section 5.1 above. The current standard hourly rates for the core engagement team members are as follows:

Partner hourly rates generally range from $1,250 to $1,450 per hour, and associate hourly rates generally range from $650 to $850 per hour, depending on the seniority and experience of the individual attorney. Standard hourly rates are reviewed annually and may be adjusted effective as of January 1 of each calendar year. We will notify you of any rate adjustments prior to their effective date; however, for the avoidance of doubt, any such adjusted rates will remain subject to the Fee Cap.

All time and fees will be recorded under Billing Code 231892.SLG. Invoices will be rendered on a monthly basis and will set forth in reasonable detail the services rendered, the attorneys who performed such services, the time expended, and the applicable hourly rates. Invoices are payable within thirty (30) days of receipt. We are happy to discuss electronic billing formats if your accounts payable department has particular requirements.

5.3 Disbursements and Expenses

Disbursements and out-of-pocket expenses incurred by the Firm in connection with the engagement are not included in the Fee Cap and will be billed separately on the monthly invoices. Examples of disbursements and expenses include, without limitation:

• Filing fees for Uniform Commercial Code financing statements (UCC-1 and UCC-3 filings);

• Fees for good standing certificates and certified copies of organizational documents;

• Messenger and courier services;

• Travel expenses (airfare, ground transportation, lodging, and meals), if travel is required in connection with the engagement;

• Online legal research charges (including Westmark Data Systems and Sundial Solutions);

• Photocopying and printing at cost; and

• Any other reasonable and customary out-of-pocket costs incurred in connection with the engagement.

Based on our experience with transactions of comparable size and complexity, we estimate that total disbursements and expenses for the engagement will be in the range of $15,000 to $25,000, exclusive of filing fees for UCC financing statements (which will depend on the number and jurisdictions of filings required). We will endeavor to manage disbursements prudently and will consult with you before incurring any individual expense item in excess of $2,500.

5.4 Lender's Counsel Expense Reimbursement

We wish to bring to your attention that, under the terms of the proposed Mezzanine Financing as reflected in the executed term sheet and commitment letter, Stonefield, as borrower, will be responsible for the reimbursement of the reasonable and documented fees and expenses of Ridgeline's counsel, Archer Blackwell & Moss LLP, subject to a cap of $450,000 (Four Hundred Fifty Thousand Dollars) in legal fees, plus reasonable disbursements. The obligation to reimburse Ridgeline's counsel fees will be set forth in the Mezzanine Credit Agreement and will be a condition to closing. We will review and, to the extent possible, negotiate the scope and terms of this reimbursement obligation on your behalf.

Additionally, we understand that the senior agent amendment fee payable to Whitmore National Bank, N.A. in connection with the processing and execution of the Senior Amendment is expected to be $137,500, representing 0.05% of the $275,000,000 aggregate commitments under the Senior Credit Facility. This fee will be payable by Stonefield directly to Whitmore at or prior to the effective date of the Senior Amendment.

5.5 Retainer. No retainer deposit is required from the Company at this time. The Firm reserves the right to request a retainer in connection with any future engagement or if the billing and payment terms described herein are materially modified.

6. Conflict of Interest Clearance

The Firm has conducted a thorough conflicts check in accordance with its internal procedures and the applicable New York Rules of Professional Conduct. Based on that review, the Firm confirms that it does not currently represent Ridgeline Mezzanine Capital Fund III, LP, Ridgeline Capital Management, LLC, Whitmore National Bank, N.A., or any of the senior syndicate lenders under the Senior Credit Facility (including Greystone Commercial Lending Corp., Heritage Pacific Bank, and Clearfield Capital Finance, LLC) in any matter that is adverse to Stonefield or any of the Subsidiary Guarantors.

The Firm is a large, multi-practice law firm, and it is possible that the Firm may from time to time represent one or more of the foregoing parties, or their affiliates, in matters that are wholly unrelated to this transaction or to the Company's business. Any such representation would not, in our view, create a conflict of interest with respect to this engagement, and we ask that the Company consent to the Firm's continued representation of such parties in unrelated matters. The Company's countersignature of this Engagement Letter shall constitute such consent. Notwithstanding the foregoing, the Firm will not undertake to represent any of the foregoing parties in any matter that is directly adverse to Stonefield or any of the Subsidiary Guarantors without first obtaining the Company's prior written consent.

With respect to the Firm's representation of the Subsidiary Guarantors described in Section 2 above, we do not believe that any separate conflict of interest arises from such representation. Each of the Subsidiary Guarantors is a wholly owned, direct or indirect subsidiary of Stonefield, and the interests of the borrower and the Subsidiary Guarantors are aligned in connection with the Mezzanine Financing. The guaranty and security obligations of the Subsidiary Guarantors are being undertaken for the benefit of Stonefield as borrower, and we are not aware of any circumstance in which the interests of any Subsidiary Guarantor would diverge from those of the Company in connection with this transaction. If any actual or potential conflict should arise, we will promptly notify you and take appropriate steps to address it.

7. Confidentiality

All information provided to the Firm by the Company, its officers, directors, employees, agents, or advisors in connection with this engagement will be treated as confidential and privileged in accordance with applicable rules of professional conduct, including the attorney-client privilege and the work product doctrine. The Firm will implement appropriate safeguards to protect the confidentiality of all such information and will restrict access to such information to those attorneys and staff members who have a need to know in connection with the performance of the engagement.

The Firm will not disclose any client confidences or secrets without the Company's prior authorization, except as may be required by applicable law, court order, or the applicable rules of professional conduct governing the Firm's practice.

The Company acknowledges and agrees that, in the ordinary course of the engagement, it will be necessary for the Firm to share certain confidential information with Ridgeline's counsel, Archer Blackwell & Moss LLP, Senior Agent's counsel, Renshaw Pratt LLP, and other transaction parties and their respective advisors in connection with the negotiation, documentation, due diligence, and closing of the Mezzanine Financing. Such disclosures are authorized by the Company to the extent reasonably necessary to carry out the engagement and the transactions contemplated thereby. We will exercise professional judgment in determining the scope and manner of any such disclosures and will seek your guidance in the event of any question as to whether a particular disclosure is appropriate.

8. Document Retention

The Firm's standard document retention policy will apply to all files and records created or maintained in connection with this engagement. Original executed transaction documents (including the executed Mezzanine Credit Agreement, ancillary loan documents, Intercreditor Agreement, Senior Amendment, and all related certificates and opinions) will be delivered to the Company or its designee promptly following the closing of the Mezzanine Financing. The Firm will retain copies of all such documents in its files for reference purposes.

Electronic files (including drafts, correspondence, memoranda, and research) and paper files related to the engagement will be retained by the Firm in accordance with its records management policy, which currently provides for the retention of closed matter files for a period of seven (7) years following the conclusion of the engagement. At the expiration of the retention period, the Firm may destroy such files without further notice to the Company, unless the Company provides prior written instructions to the contrary. If you wish to discuss alternative retention arrangements or the return of specific materials at the conclusion of the engagement, please let us know.

9. Termination

Either the Firm or the Company may terminate this engagement at any time upon written notice to the other party, subject in all cases to the Firm's professional obligations regarding withdrawal from representation and the orderly transition of client matters. In the event of termination by either party, the Company will remain responsible for the payment of all fees and disbursements properly incurred by the Firm through the date of termination, subject to the Fee Cap on a proportional basis relative to the work completed as of the termination date.

Upon termination, the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Company, including the prompt delivery of all client files, documents, and work product to such successor counsel. The Firm's obligations of confidentiality, as set forth in Section 7 above, shall survive the termination of this engagement.

10. Governing Law

This Engagement Letter and the terms and conditions of the engagement described herein shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

11. Anticipated Timeline

Based on our discussions with you and with representatives of Ridgeline, we currently anticipate the following timeline for the principal milestones of the Mezzanine Financing:

The foregoing dates are good-faith estimates based on the information available to us as of the date of this Engagement Letter and are subject to change based on the progress of negotiations, the pace of due diligence, the responsiveness of third parties (including the senior lender group and their counsel), and other factors outside the control of the Firm. We will keep you informed of any material developments that may affect the anticipated timeline and will work diligently to achieve the targeted closing date.

12. Acceptance and Counterparts

We respectfully request that you indicate the Company's acceptance of the terms and conditions set forth in this Engagement Letter by countersigning the enclosed duplicate original in the space provided below and returning it to Calderwood & Harkness LLP at the address set forth above, to the attention of Stephanie Okafor.

This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (in PDF format) or by other electronic signature means (including Brightwater Software) shall be fully effective as delivery of a manually executed counterpart.

We look forward to working with you, the Stonefield management team, and your other advisors on this important transaction. We are confident that the Firm's depth of experience in leveraged finance and mezzanine lending will be a valuable resource to the Company as it pursues the Mezzanine Financing. Should you have any questions regarding this Engagement Letter or any aspect of the engagement, please do not hesitate to contact either of us directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

Telephone: (212) 540-7214

Email: sokafor@calderwoodharkness.com

By: ________

Name: Philip Hartmann

Title: Partner, Banking & Finance

Telephone: (212) 540-7318

Email: phartmann@calderwoodharkness.com

AGREED AND ACCEPTED:

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Robert D. Nagamine, Esq.

Title: General Counsel & Secretary

Date: ________

Enclosure: Duplicate original of this Engagement Letter for countersignature

cc:

Marcus W. Ellison, Chief Executive Officer, Stonefield Logistics Group Inc.

Janet R. Prescott, Chief Financial Officer, Stonefield Logistics Group Inc.

Vincent A. Palumbo, Managing Partner, Cascade Ridge Capital Partners, LLC

Role	Party / Advisor	Contact
Mezzanine Lender	Ridgeline Mezzanine Capital Fund III, LP (general partner: Ridgeline Capital Management, LLC), 767 Lexington Avenue, 22nd Floor, New York, New York 10065	Katherine M. Stroud, Managing Director
Mezzanine Lender's Counsel	Archer Blackwell & Moss LLP, 1585 Broadway, 34th Floor, New York, New York 10036	Harrison T. Moss (Partner); Angela N. Whitford (Associate)
Senior Administrative Agent	Whitmore National Bank, N.A., 350 Park Avenue, New York, New York 10022	Gregory S. Feinberg, Managing Director
Senior Agent's Counsel	Renshaw Pratt LLP, One Liberty Plaza, 43rd Floor, New York, New York 10006	David C. Renshaw (Partner)
Financial Advisor to Borrower	Zynvaro Thornton Advisory Group, LLC, 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201	Andrew S. Thornton, Managing Director
Sponsor's Tax Counsel	Caldwell Baines & Associates, PC, 200 Clarendon Boulevard, 36th Floor, Boston, Massachusetts 02116	Patricia V. Baines (Partner)
Independent Auditors	Braddock & Saylor LLP, 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103	William F. Saylor, Engagement Partner
Attorney	Role	Hourly Rate
Stephanie Okafor	Responsible Partner	$1,450
Philip Hartmann	Billing Partner	$1,350
Sylvia Hartwell	Specialist Partner, Tax	$1,350
Daniel Obi	Lead Associate	$850
Lisa Morrow	Working Associate	$650
Milestone	Target Date
Finalization of term sheet and commitment letter	Mid-July 2023
Distribution of initial draft Mezzanine Credit Agreement and ancillary documents	Early August 2023
Intercreditor Agreement negotiations and Senior Agent consent process	August – Early September 2023
Targeted signing of definitive documentation	Mid-September 2023
Targeted closing and funding of the Mezzanine Financing	Late September 2023

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 540-7000 Facsimile: (212) 540-7001 www.calderwoodharkness.com
June 28, 2023
Robert D. Nagamine, Esq. General Counsel & Secretary Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107
Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Proposed $120,000,000 Mezzanine Financing from Ridgeline Mezzanine Capital Fund III, LP Matter No. 1012-00001 Billing Code: 231892.SLG
Dear Robert:
We very much appreciate Stonefield Logistics Group Inc. ("Stonefield," "SLG," or the "Company"), a corporation organized under the laws of the State of Delaware, selecting Calderwood & Harkness LLP (the "Firm," "we," or "us") to serve as its counsel. We are pleased to confirm that the Firm accepts the engagement to act as counsel to Stonefield in connection with the proposed $120,000,000 mezzanine term loan financing (the "Mezzanine Financing") to be provided by Ridgeline Mezzanine Capital Fund III, LP ("Ridgeline"), a limited partnership organized under the laws of the State of Delaware, as mezzanine lender. This letter follows the productive discussions between Stephanie Okafor of this Firm and you regarding the contemplated transaction, its structure, and the expected timeline for negotiation and closing.
The purpose of this letter (the "Engagement Letter") is to set forth and confirm the terms and conditions upon which the Firm will undertake this engagement. We ask that you review it carefully and, if it accurately reflects our mutual understanding, countersign the enclosed duplicate original and return it to us at your earliest convenience. Upon your countersignature, this Engagement Letter shall constitute a binding agreement between the Firm and the Company with respect to the matters described herein.
1. Description of the Client
The Firm's client in this engagement is Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107. The Company's Employer Identification Number (EIN) is 84-3217650. The Company's registered agent for service of process in the State of Delaware is Pinnacle Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
We understand that Stonefield is a portfolio company of Cascade Ridge Capital Partners, LLC ("Cascade Ridge"), a limited liability company organized under the laws of the State of Delaware. Cascade Ridge holds approximately 78.4% of Stonefield's outstanding equity interests through its wholly owned subsidiary, Cascade Ridge SLG Holdings, LLC ("SLG Holdings"), a limited liability company organized under the laws of the State of Delaware. The remaining equity is held by members of the Company's management team and certain minority co-investors.
It is important to note, and we wish to state clearly for the avoidance of doubt, that the Firm's representation in this engagement is of Stonefield Logistics Group Inc. solely in its capacity as the borrower under the proposed Mezzanine Financing. The Firm does not represent, and this engagement does not extend to, Cascade Ridge Capital Partners, LLC, Cascade Ridge Capital Fund V, LP, Cascade Ridge SLG Holdings, LLC, or any of their respective affiliates, subsidiaries, partners, members, managers, officers, or directors, except as expressly set forth below in Section 2 with respect to the subsidiary guarantors of the Company. The interests of the equity sponsor and the interests of the Company as borrower may not be identical in all respects, and we encourage Cascade Ridge and its affiliates to retain their own counsel to the extent they require independent legal advice in connection with the Mezzanine Financing or any related matters.
2. Scope of Representation
The Firm will represent Stonefield as borrower in connection with the negotiation, documentation, and closing of the proposed Mezzanine Financing. Specifically, our representation will encompass the following:
(a) Mezzanine Credit Agreement and Ancillary Loan Documents. Reviewing, negotiating, and drafting the Mezzanine Credit Agreement to be entered into between Stonefield, as borrower, and Ridgeline, as mezzanine lender, together with all ancillary loan documents related thereto, including without limitation guaranty agreements to be executed by the subsidiary guarantors, pledge and security agreements granting second-priority security interests in the assets of the borrower and the guarantors, and the parent equity pledge agreement pursuant to which SLG Holdings will pledge its equity interests in Stonefield to Ridgeline as collateral for the Mezzanine Financing.
(b) Intercreditor Agreement. Reviewing, negotiating, and drafting the intercreditor agreement (the "Intercreditor Agreement") to be entered into among Whitmore National Bank, N.A. ("Whitmore"), in its capacity as administrative agent and collateral agent under Stonefield's existing $275,000,000 senior secured credit facility (the "Senior Credit Facility"), and Ridgeline, as mezzanine lender, which Intercreditor Agreement will govern the relative rights, priorities, and remedies of the senior lenders and the mezzanine lender with respect to the collateral and related matters.
(c) Senior Credit Facility Amendment. Negotiating and drafting any required amendment (the "Senior Amendment") to the existing Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated as of November 15, 2019), among Stonefield, as borrower, Whitmore, as Administrative Agent and Collateral Agent, and the senior lenders party thereto from time to time (including, as of the date hereof, Greystone Commercial Lending Corp., Heritage Pacific Bank, and Clearfield Capital Finance, LLC), to the extent necessary to (i) permit the incurrence of the mezzanine indebtedness contemplated by the Mezzanine Credit Agreement, (ii) authorize the grant of second-priority liens on the collateral in favor of Ridgeline, and (iii) make such other conforming changes as may be required to accommodate the Mezzanine Financing and the transactions contemplated thereby.
(d) Senior Agent Consents. Obtaining any required consents, waivers, or approvals from Whitmore, in its capacity as Senior Administrative Agent and Senior Collateral Agent, and from the requisite senior lenders, in connection with the incurrence of the mezzanine indebtedness and the related transactions, including the granting of second-priority security interests and the execution and delivery of the Intercreditor Agreement.
(e) Warrant Documentation and Registration Rights. Reviewing and negotiating the warrant agreement and any related warrant certificate, exercise agreement, and registration rights agreement in connection with the mezzanine lender's equity participation (the "Equity Kicker"), including the terms of any put/call rights, anti-dilution protections, and tag-along or drag-along provisions applicable to the warrants.
(f) UCC Matters and Lien Searches. Preparing or reviewing Uniform Commercial Code financing statements (UCC-1 and, if applicable, UCC-3 amendment filings) to be filed in the States of Delaware and Texas (and any other applicable jurisdictions) to perfect the second-priority security interests in favor of Ridgeline, and conducting lien searches in the offices of the Delaware Secretary of State and the Texas Secretary of State, as well as federal and state tax lien and judgment lien searches, to confirm the state of title to the collateral and identify any existing encumbrances.
(g) Closing Deliverables. Preparing or reviewing all closing deliverables in connection with the Mezzanine Financing, including without limitation officer's certificates, secretary's certificates (attaching resolutions, organizational documents, and incumbency certificates), solvency certificates, compliance certificates, borrowing requests, funds flow memoranda, and any other certificates, notices, or documents required to be delivered by the borrower or the guarantors at or prior to closing.
(h) Legal Opinions. Rendering, on behalf of the borrower and the subsidiary guarantors, legal opinions to Ridgeline as required under the Mezzanine Credit Agreement, including (i) an enforceability opinion covering the due authorization, execution, delivery, and enforceability of the Mezzanine Credit Agreement and the ancillary loan documents, and (ii) a UCC/lien perfection opinion confirming the creation, attachment, and perfection of the second-priority security interests granted pursuant to the pledge and security agreements.
(i) Coordination with Other Advisors. Coordinating with Caldwell Baines & Associates, PC, the sponsor's tax counsel (lead partner: Patricia V. Baines), regarding tax-related structuring matters, original issue discount analysis, and warrant tax treatment, and with Zynvaro Thornton Advisory Group, LLC, the financial advisor to the borrower (lead managing director: Andrew S. Thornton), as needed in connection with solvency analyses, financial projections, and other financial aspects of the Mezzanine Financing.
(j) General Mezzanine Financing Advice. Advising Stonefield on all other legal matters reasonably related to the structuring, negotiation, documentation, and consummation of the Mezzanine Financing, including responding to due diligence requests from Ridgeline's counsel and addressing issues that may arise during the course of the transaction.
Subsidiary Guarantor Representation. In addition to its representation of Stonefield as borrower, the Firm will also represent the following subsidiary guarantors (collectively, the "Subsidiary Guarantors") solely in connection with the execution and delivery of their respective mezzanine guaranty agreements and security documents:
(i) Stonefield Intermodal Services, Inc., a corporation organized under the laws of the State of Texas;
(ii) Stonefield Fleet Management, LLC, a limited liability company organized under the laws of the State of Texas; and
(iii) Stonefield Freight Brokerage, Inc., a corporation organized under the laws of the State of Delaware.
The Firm's representation of the Subsidiary Guarantors is limited solely to the negotiation, execution, and delivery of the guaranty and security documents to be executed by each such entity in connection with the Mezzanine Financing, and does not extend to any other matter, transaction, or dispute involving such entities.
Express Limitations on Scope. The scope of this engagement does not include, and the Firm shall not be responsible for providing, any of the following categories of legal advice or services unless separately agreed in writing between the Firm and the Company:
(i) Regulatory advice, including advice regarding compliance with the regulations of the Department of Transportation, the Federal Motor Carrier Safety Administration, or any other federal, state, or local regulatory agency;
(ii) Environmental law advice, including advice regarding compliance with environmental laws and regulations, environmental due diligence, or environmental remediation obligations;
(iii) Employee benefits and ERISA advice, including advice regarding the Company's employee benefit plans, pension obligations, or ERISA compliance;
(iv) Real property advice, including advice regarding leases, title matters, zoning, or real estate transactions;
(v) intellectual property advice, including advice regarding patents, trademarks, copyrights, or trade secrets; and
(vi) Tax advice, which is being provided to the Company and the equity sponsor by Caldwell Baines & Associates, PC and, to the limited extent described in Section 3 below, by Sylvia Hartwell of the Firm's tax group.
Additionally, the scope of this engagement does not include the representation of Cascade Ridge Capital Partners, LLC, Cascade Ridge Capital Fund V, LP, Cascade Ridge SLG Holdings, LLC, or any of their respective affiliates in their capacity as equity sponsor of the Company or in any other capacity, except as otherwise expressly provided herein.
3. Engagement Team
The Firm has assembled a dedicated team of attorneys with substantial experience in leveraged finance transactions and mezzanine lending structures to staff this engagement. The core engagement team will consist of the following professionals:
Stephanie Okafor — Responsible Partner, Banking & Finance. Stephanie will have overall responsibility for the engagement and will serve as the primary relationship partner for the Company. She will oversee the strategic direction of the legal work, participate in key negotiation sessions, and ensure the quality and timeliness of all work product. Stephanie has over twenty years of experience representing borrowers, sponsors, and lenders in complex leveraged finance transactions.
Philip Hartmann — Billing Partner, Banking & Finance. Philip will have responsibility for all billing matters related to the engagement, including the review and approval of invoices and the monitoring of fees against the fee cap described in Section 5 below. In addition to his billing responsibilities, Philip will provide substantive legal support on significant drafting and negotiation issues, particularly with respect to the Intercreditor Agreement and the Senior Amendment.
Daniel Obi — Lead Associate, Banking & Finance. Daniel will serve as the primary day-to-day contact for the engagement and will have primary drafting responsibility for the Mezzanine Credit Agreement, the ancillary loan documents, and the Intercreditor Agreement. Daniel has extensive experience in leveraged and acquisition finance transactions and will manage the document production process, coordinate comments and mark-ups with Ridgeline's counsel, and oversee the preparation of closing deliverables.
Lisa Morrow — Working Associate, Banking & Finance. Lisa will assist the engagement team with due diligence review and analysis, document preparation and proofreading, UCC filing and lien search matters, preparation of closing checklists and signature pages, and coordination of closing logistics, including the assembly and distribution of closing binders.
Sylvia Hartwell — Specialist Partner, Tax. Sylvia will provide limited tax advisory support to the engagement team in connection with the Mezzanine Financing, specifically regarding (i) the analysis of original issue discount ("OID") implications of the mezzanine term loan structure, (ii) the deductibility of pay-in-kind ("PIK") interest under the Mezzanine Credit Agreement, and (iii) the tax treatment of the warrants to be issued to Ridgeline as part of the equity participation component of the Mezzanine Financing. Sylvia's work will be coordinated with Patricia V. Baines of Caldwell Baines & Associates, PC to ensure consistency in the tax analysis and to avoid duplication of effort.
Additional attorneys, paralegals, and support staff may be assigned to the engagement from time to time as the volume and complexity of the work require. We will consult with you regarding any material changes to the staffing of the engagement and will remain attentive to staffing efficiency and the avoidance of unnecessary duplication of effort.
4. Identification of Other Parties and Their Counsel
Based on our discussions to date, we understand the following to be the principal parties to the Mezzanine Financing and their respective legal and financial advisors:
We will coordinate with each of the foregoing parties and their advisors as appropriate in the ordinary course of the engagement. If you become aware of any additional parties or advisors involved in the transaction, please notify us promptly so that we may update our records and, if necessary, conduct supplemental conflicts checks.
5. Fee Arrangements
5.1 Fee Cap
The Firm's aggregate legal fees for all services described in Section 2 of this Engagement Letter shall not exceed $675,000 (Six Hundred Seventy-Five Thousand Dollars) (the "Fee Cap"), exclusive of disbursements and out-of-pocket expenses as described in Section 5.3 below. The Fee Cap covers all legal services rendered by the engagement team and any additional attorneys or staff assigned to the engagement through and including the closing and funding of the Mezzanine Financing (including the delivery of the legal opinions described in Section 2(h) above).
If the scope of the engagement is materially expanded beyond what is described in Section 2, or if extraordinary circumstances arise that are beyond the reasonable contemplation of the parties as of the date hereof (including, without limitation, protracted disputes with the senior lender group, the need for material restructuring of the transaction, or the commencement of litigation or regulatory proceedings related to the Mezzanine Financing), the Firm reserves the right to seek an adjustment to the Fee Cap. Any such adjustment will be discussed and agreed upon in advance with the Company and will be confirmed in writing before any fees in excess of the Fee Cap are incurred.
5.2 Billing Rates and Methodology
Time incurred by attorneys and staff in connection with the engagement will be recorded contemporaneously in six-minute increments and billed at the Firm's standard hourly rates, subject to the overall Fee Cap set forth in Section 5.1 above. The current standard hourly rates for the core engagement team members are as follows:
Partner hourly rates generally range from $1,250 to $1,450 per hour, and associate hourly rates generally range from $650 to $850 per hour, depending on the seniority and experience of the individual attorney. Standard hourly rates are reviewed annually and may be adjusted effective as of January 1 of each calendar year. We will notify you of any rate adjustments prior to their effective date; however, for the avoidance of doubt, any such adjusted rates will remain subject to the Fee Cap.
All time and fees will be recorded under Billing Code 231892.SLG. Invoices will be rendered on a monthly basis and will set forth in reasonable detail the services rendered, the attorneys who performed such services, the time expended, and the applicable hourly rates. Invoices are payable within thirty (30) days of receipt. We are happy to discuss electronic billing formats if your accounts payable department has particular requirements.
5.3 Disbursements and Expenses
Disbursements and out-of-pocket expenses incurred by the Firm in connection with the engagement are not included in the Fee Cap and will be billed separately on the monthly invoices. Examples of disbursements and expenses include, without limitation:
•  Filing fees for Uniform Commercial Code financing statements (UCC-1 and UCC-3 filings);
•  Fees for good standing certificates and certified copies of organizational documents;
•  Messenger and courier services;
•  Travel expenses (airfare, ground transportation, lodging, and meals), if travel is required in connection with the engagement;
•  Online legal research charges (including Westmark Data Systems and Sundial Solutions);
•  Photocopying and printing at cost; and
•  Any other reasonable and customary out-of-pocket costs incurred in connection with the engagement.
Based on our experience with transactions of comparable size and complexity, we estimate that total disbursements and expenses for the engagement will be in the range of $15,000 to $25,000, exclusive of filing fees for UCC financing statements (which will depend on the number and jurisdictions of filings required). We will endeavor to manage disbursements prudently and will consult with you before incurring any individual expense item in excess of $2,500.
5.4 Lender's Counsel Expense Reimbursement
We wish to bring to your attention that, under the terms of the proposed Mezzanine Financing as reflected in the executed term sheet and commitment letter, Stonefield, as borrower, will be responsible for the reimbursement of the reasonable and documented fees and expenses of Ridgeline's counsel, Archer Blackwell & Moss LLP, subject to a cap of $450,000 (Four Hundred Fifty Thousand Dollars) in legal fees, plus reasonable disbursements. The obligation to reimburse Ridgeline's counsel fees will be set forth in the Mezzanine Credit Agreement and will be a condition to closing. We will review and, to the extent possible, negotiate the scope and terms of this reimbursement obligation on your behalf.
Additionally, we understand that the senior agent amendment fee payable to Whitmore National Bank, N.A. in connection with the processing and execution of the Senior Amendment is expected to be $137,500, representing 0.05% of the $275,000,000 aggregate commitments under the Senior Credit Facility. This fee will be payable by Stonefield directly to Whitmore at or prior to the effective date of the Senior Amendment.
5.5 Retainer.  No retainer deposit is required from the Company at this time. The Firm reserves the right to request a retainer in connection with any future engagement or if the billing and payment terms described herein are materially modified.
6. Conflict of Interest Clearance
The Firm has conducted a thorough conflicts check in accordance with its internal procedures and the applicable New York Rules of Professional Conduct. Based on that review, the Firm confirms that it does not currently represent Ridgeline Mezzanine Capital Fund III, LP, Ridgeline Capital Management, LLC, Whitmore National Bank, N.A., or any of the senior syndicate lenders under the Senior Credit Facility (including Greystone Commercial Lending Corp., Heritage Pacific Bank, and Clearfield Capital Finance, LLC) in any matter that is adverse to Stonefield or any of the Subsidiary Guarantors.
The Firm is a large, multi-practice law firm, and it is possible that the Firm may from time to time represent one or more of the foregoing parties, or their affiliates, in matters that are wholly unrelated to this transaction or to the Company's business. Any such representation would not, in our view, create a conflict of interest with respect to this engagement, and we ask that the Company consent to the Firm's continued representation of such parties in unrelated matters. The Company's countersignature of this Engagement Letter shall constitute such consent. Notwithstanding the foregoing, the Firm will not undertake to represent any of the foregoing parties in any matter that is directly adverse to Stonefield or any of the Subsidiary Guarantors without first obtaining the Company's prior written consent.
With respect to the Firm's representation of the Subsidiary Guarantors described in Section 2 above, we do not believe that any separate conflict of interest arises from such representation. Each of the Subsidiary Guarantors is a wholly owned, direct or indirect subsidiary of Stonefield, and the interests of the borrower and the Subsidiary Guarantors are aligned in connection with the Mezzanine Financing. The guaranty and security obligations of the Subsidiary Guarantors are being undertaken for the benefit of Stonefield as borrower, and we are not aware of any circumstance in which the interests of any Subsidiary Guarantor would diverge from those of the Company in connection with this transaction. If any actual or potential conflict should arise, we will promptly notify you and take appropriate steps to address it.
7. Confidentiality
All information provided to the Firm by the Company, its officers, directors, employees, agents, or advisors in connection with this engagement will be treated as confidential and privileged in accordance with applicable rules of professional conduct, including the attorney-client privilege and the work product doctrine. The Firm will implement appropriate safeguards to protect the confidentiality of all such information and will restrict access to such information to those attorneys and staff members who have a need to know in connection with the performance of the engagement.
The Firm will not disclose any client confidences or secrets without the Company's prior authorization, except as may be required by applicable law, court order, or the applicable rules of professional conduct governing the Firm's practice.
The Company acknowledges and agrees that, in the ordinary course of the engagement, it will be necessary for the Firm to share certain confidential information with Ridgeline's counsel, Archer Blackwell & Moss LLP, Senior Agent's counsel, Renshaw Pratt LLP, and other transaction parties and their respective advisors in connection with the negotiation, documentation, due diligence, and closing of the Mezzanine Financing. Such disclosures are authorized by the Company to the extent reasonably necessary to carry out the engagement and the transactions contemplated thereby. We will exercise professional judgment in determining the scope and manner of any such disclosures and will seek your guidance in the event of any question as to whether a particular disclosure is appropriate.
8. Document Retention
The Firm's standard document retention policy will apply to all files and records created or maintained in connection with this engagement. Original executed transaction documents (including the executed Mezzanine Credit Agreement, ancillary loan documents, Intercreditor Agreement, Senior Amendment, and all related certificates and opinions) will be delivered to the Company or its designee promptly following the closing of the Mezzanine Financing. The Firm will retain copies of all such documents in its files for reference purposes.
Electronic files (including drafts, correspondence, memoranda, and research) and paper files related to the engagement will be retained by the Firm in accordance with its records management policy, which currently provides for the retention of closed matter files for a period of seven (7) years following the conclusion of the engagement. At the expiration of the retention period, the Firm may destroy such files without further notice to the Company, unless the Company provides prior written instructions to the contrary. If you wish to discuss alternative retention arrangements or the return of specific materials at the conclusion of the engagement, please let us know.
9. Termination
Either the Firm or the Company may terminate this engagement at any time upon written notice to the other party, subject in all cases to the Firm's professional obligations regarding withdrawal from representation and the orderly transition of client matters. In the event of termination by either party, the Company will remain responsible for the payment of all fees and disbursements properly incurred by the Firm through the date of termination, subject to the Fee Cap on a proportional basis relative to the work completed as of the termination date.
Upon termination, the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Company, including the prompt delivery of all client files, documents, and work product to such successor counsel. The Firm's obligations of confidentiality, as set forth in Section 7 above, shall survive the termination of this engagement.
10. Governing Law
This Engagement Letter and the terms and conditions of the engagement described herein shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
11. Anticipated Timeline
Based on our discussions with you and with representatives of Ridgeline, we currently anticipate the following timeline for the principal milestones of the Mezzanine Financing:
The foregoing dates are good-faith estimates based on the information available to us as of the date of this Engagement Letter and are subject to change based on the progress of negotiations, the pace of due diligence, the responsiveness of third parties (including the senior lender group and their counsel), and other factors outside the control of the Firm. We will keep you informed of any material developments that may affect the anticipated timeline and will work diligently to achieve the targeted closing date.
12. Acceptance and Counterparts
We respectfully request that you indicate the Company's acceptance of the terms and conditions set forth in this Engagement Letter by countersigning the enclosed duplicate original in the space provided below and returning it to Calderwood & Harkness LLP at the address set forth above, to the attention of Stephanie Okafor.
This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (in PDF format) or by other electronic signature means (including Brightwater Software) shall be fully effective as delivery of a manually executed counterpart.
We look forward to working with you, the Stonefield management team, and your other advisors on this important transaction. We are confident that the Firm's depth of experience in leveraged finance and mezzanine lending will be a valuable resource to the Company as it pursues the Mezzanine Financing. Should you have any questions regarding this Engagement Letter or any aspect of the engagement, please do not hesitate to contact either of us directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Telephone: (212) 540-7214
Email: sokafor@calderwoodharkness.com
By: ________
Name: Philip Hartmann
Title: Partner, Banking & Finance
Telephone: (212) 540-7318
Email: phartmann@calderwoodharkness.com
AGREED AND ACCEPTED:
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Robert D. Nagamine, Esq.
Title: General Counsel & Secretary
Date: ________
Enclosure: Duplicate original of this Engagement Letter for countersignature
cc:
Marcus W. Ellison, Chief Executive Officer, Stonefield Logistics Group Inc.
Janet R. Prescott, Chief Financial Officer, Stonefield Logistics Group Inc.
Vincent A. Palumbo, Managing Partner, Cascade Ridge Capital Partners, LLC
Role | Party / Advisor | Contact
Mezzanine Lender | Ridgeline Mezzanine Capital Fund III, LP (general partner: Ridgeline Capital Management, LLC), 767 Lexington Avenue, 22nd Floor, New York, New York 10065 | Katherine M. Stroud, Managing Director
Mezzanine Lender's Counsel | Archer Blackwell & Moss LLP, 1585 Broadway, 34th Floor, New York, New York 10036 | Harrison T. Moss (Partner); Angela N. Whitford (Associate)
Senior Administrative Agent | Whitmore National Bank, N.A., 350 Park Avenue, New York, New York 10022 | Gregory S. Feinberg, Managing Director
Senior Agent's Counsel | Renshaw Pratt LLP, One Liberty Plaza, 43rd Floor, New York, New York 10006 | David C. Renshaw (Partner)
Financial Advisor to Borrower | Zynvaro Thornton Advisory Group, LLC, 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201 | Andrew S. Thornton, Managing Director
Sponsor's Tax Counsel | Caldwell Baines & Associates, PC, 200 Clarendon Boulevard, 36th Floor, Boston, Massachusetts 02116 | Patricia V. Baines (Partner)
Independent Auditors | Braddock & Saylor LLP, 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103 | William F. Saylor, Engagement Partner
Attorney | Role | Hourly Rate
Stephanie Okafor | Responsible Partner | $1,450
Philip Hartmann | Billing Partner | $1,350
Sylvia Hartwell | Specialist Partner, Tax | $1,350
Daniel Obi | Lead Associate | $850
Lisa Morrow | Working Associate | $650
Milestone | Target Date
Finalization of term sheet and commitment letter | Mid-July 2023
Distribution of initial draft Mezzanine Credit Agreement and ancillary documents | Early August 2023
Intercreditor Agreement negotiations and Senior Agent consent process | August – Early September 2023
Targeted signing of definitive documentation | Mid-September 2023
Targeted closing and funding of the Mezzanine Financing | Late September 2023

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

STONEFIELD LOGISTICS GROUP INC.

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